TIDM62JK TIDMIRSH
RNS Number : 9855L
SG Issuer
18 May 2022
SUPPLEMENT DATED 17 MAY 2022
PURSUANT TO THE BASE PROSPECTUS DATED 4 JUNE 2021
SOCIETE GENERALE and SG ISSUER
as Issuer and Guarantor as Issuer
(incorporated in (incorporated in
France) Luxembourg)
Securities Issuance Programme
This supplement dated 17 May 2022 (the Supplement) constitutes a
supplement for the purposes of Article 23 of the UK Prospectus
Regulation (as defined below) to the Securities Issuance Programme
prospectus dated 4 June 2021 (the Base Prospectus) which comprises
a base prospectus for the purposes of the UK Prospectus
Regulation.
Terms defined in the Base Prospectus have the same meaning when
used in this Supplement. When used in this Supplement, UK
Prospectus Regulation means Regulation (EU) 2017/1129 as it forms
part of domestic law by virtue of the European Union (Withdrawal)
Act 2018 (EUWA).
The purpose of this Supplement is to:
(i) incorporate by reference the English version of the Document
d'Enregistrement Universel 2022 of Societe Generale [filed with the
FCA (as defined below) on 5 May 2022] and amend the sections "Risk
Factors", "Documents Incorporated by Reference", "Description of
Societe Generale " and "General Information" of the Base Prospectus
accordingly; and
(ii) Correct some provisions in the section "Form of Final Terms".
Any websites included in the Base Prospectus are for information
purposes only and do not form part of the Base Prospectus.
If documents which are incorporated by reference attached to
this Supplement themselves incorporate any information or other
documents therein, either expressly or implicitly, such information
or other documents will not form part of this Supplement for the
purposes of the UK Prospectus Regulation except where such
information or other documents are specifically incorporated by
reference or attached to this Supplement. Any non-incorporated
parts of a document referred to in this Supplement are either
deemed not relevant for an investor or are otherwise covered
elsewhere in this Supplement, the Previous Supplement (as defined
below) or the Base Prospectus.
The amendments included in this Supplement shall only apply to
final terms, the date of which falls on or after the approval of
this Supplement.
This Supplement is supplemental to, and should be read in
conjunction with the Base Prospectus, the first supplement dated 3
September 2021 (the Previous Supplement) and all documents which
are incorporated therein by reference.
This Supplement has been approved by the United Kingdom
Financial Conduct Authority (the FCA) as competent authority under
the UK Prospectus Regulation as a supplement to the Base
Prospectus. The FCA only approves this Supplement as meeting the
standards of completeness, comprehensibility and consistency
imposed by the UK Prospectus Regulation. Approval by the FCA should
not be considered as an endorsement of the Issuers or the Guarantor
or of the quality of the Notes which are the subject of this
Supplement. Investors should make their own assessment as to the
suitability of investing in the Notes.
To the extent that there is any inconsistency between (i) any
statement in this Supplement and (ii) any other statement in the
Base Prospectus, the statements in (i) above will prevail.
Save as disclosed in this Supplement, there has been no
significant new factor, material mistake or material inaccuracy
relating to information included in the Base Prospectus since the
publication of the Base Prospectus.
In accordance with Article 23(2) of the UK Prospectus Regulation
and PRR 3.4.1 of the FCA's Prospectus Regulation Rules sourcebook,
investors who have already agreed to purchase or subscribe for
Notes issued under the Programme before this Supplement is
published and where the Notes have not yet been delivered to them
at the time when the significant new factor, material mistake or
material inaccuracy to which this Supplement relates, arose or was
noted, where the Notes are affected by the significant new factor,
material mistake or material inaccuracy to which this Supplement
relates, have the right, exercisable until close of business on 20
May 2022, which is three working days after the publication of this
Supplement (beginning with the working day after the date on which
this Supplement was published) to withdraw their acceptances.
Investors may contact the relevant Authorised Offeror(s) (as set
out in the Final Terms of the relevant Notes) should they wish to
exercise such right of withdrawal before the above deadline .
Any reference to page numbers below are references to the Base
Prospectus.
I. SECTION " RISK FACTORS "
Paragraph 1 "Risks relating to the Group" on page 15 is modified
as follows, with provisions added in red and deleted in green:
"Risk factors relating to Societe Generale group are detailed on
pages 152 to 162 of the 2021 Universal Registration Document, and
pages 30 to 32 of the First Amendment to the 2021 Universal
Registration Document and pages 148 to 160 of the 2022 Universal
Registration Document incorporated by reference (see Section
"Documents Incorporated by Reference")."
II. SECTION "DOCUMENTS INCORPORATED BY REFERENCE"
(i) Paragraph 1.1 "Documents incorporated by reference relating
to Societe Generale" on page 98 is modified as follows, with figure
added in red and deleted in green:
"To the extent that each of the documents incorporated by
reference relating to Societe Generale incorporates itself
documents by reference, such documents shall not be deemed
incorporated by reference herein. Any reference to documents
incorporated by reference relating to Societe Generale shall be
deemed to exclude the parts referred to in (i), (ii) and (iii) in
the paragraphs 1.1.1 to 1.1.3 4 below."
(ii) In paragraph 1 "List of the documents incorporated by
reference", paragraph 1.1 "Documents incorporated by reference
relating to Societe Generale", the sub-paragraph 1.1.4 is added as
follows on page 99:
" 1 .1.4 2022 Universal Registration Document
The expression "2022 Universal Registration Document" means the
English version of the Document d'Enregistrement Universel 2022 of
Societe Generale [filed with the FCA on 5 May 2022] except for (i)
the cover page containing the AMF textbox, (ii) the statement of
the person responsible for the universal registration document and
the annual financial report made by Mr. Frédéric Oudéa, Chief
Executive Officer of Societe Generale, page 646 and (iii) the cross
reference tables, pages 648 to 656.
The 2022 Universal Registration Document is available on the
Societe Generale website (
https://www.societegenerale.com/sites/default/files/documents/2022-03/Universal-Registration-Document-2022.pdf
).
The cross-reference table in relation to the 2022 Universal
Registration Document appears in the paragraph 2.1.4 below."
(iii) In paragraph 2 "Cross reference tables of the documents
incorporated by reference", paragraph 2.1 "Cross reference tables
relating to Societe Generale", the sub-paragraph 2.1.4 is added as
follows on page 104:
" 2.1.4 2022 Universal Registration Document
Commission Delegated Regulation (EU) No 2019/980 2022 Universal Registration Document
RISK FACTORS 148-160
-------------------------------------
risks related to the macroeconomic, geopolitical, market and regulatory
environments 148-154
-------------------------------------
credit and counterparty risks 154-155
-------------------------------------
market and structural risks 155-156
-------------------------------------
operational risks (including risk of inappropriate conduct) and model risks 156-159
-------------------------------------
liquidity and funding risks 159-160
-------------------------------------
risks related to insurance activities 160
-------------------------------------
INFORMATION ABOUT THE ISSUER
-------------------------------------
History and development of the company 7-8
-------------------------------------
Legal and commercial name of the Issuer 625
-------------------------------------
Place of registration, registration number and legal entity identifier (LEI)
of the Issuer 625
-------------------------------------
Date of incorporation and the length of life of the Issuer 625
-------------------------------------
Domicile and legal form of the Issuer, applicable legislation, country of
incorporation, address
and telephone number of its registered office and website 625
-------------------------------------
BUSINESS OVERVIEW
-------------------------------------
Principal activities 8-10; 47-49
-------------------------------------
Principal markets 8-15 16-25 ; 28-29 ; 482-487
-------------------------------------
ORGANISATIONAL STRUCTURE
-------------------------------------
Summary description of the Group and the Issuer's position within it 8-10; 28-29
-------------------------------------
TR INFORMATION 14-15 ; 56-57
-------------------------------------
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES AND SENIOR MANAGEMENT
Board of Directors and senior management 64-95
-------------------------------------
Administrative bodies and senior management's conflicts of interest 142
-------------------------------------
MAJOR SHAREHOLDERS
-------------------------------------
Control of the Issuer 621-622 ; 624
-------------------------------------
FINANCIAL INFORMATION CONCERNING THE ASSETS AND LIABILITIES, FINANCIAL POSITION AND PROFITS
AND LOSSES OF THE ISSUER
Historical financial information 10 ; 30-51 ; 146 ; 349-615
-------------------------------------
Financial statements 350-615
-------------------------------------
Consolidated Balance sheet 350-351
-------------------------------------
Consolidated income statement 352
-------------------------------------
Accounting policies and explanatory notes on the consolidated financial
statements 357-537
-------------------------------------
Cash flow statement 355
-------------------------------------
Changes in shareholders' equity 354
-------------------------------------
Parent Company Balance sheet 551-552
-------------------------------------
Parent Company income statement 552
-------------------------------------
Accounting policies and explanatory notes on the annual financial statements 553-608
-------------------------------------
Auditing of the historical annual financial information 538-543 ; 609-615
-------------------------------------
Legal and arbitration proceedings 259 ; 534-537 ; 606-608
-------------------------------------
MATERIAL CONTRACTS 56
-------------------------------------
The parts of the 2022 Universal Registration Document which are
not included in the cross-table above are not incorporated by
reference as they are not relevant for an investor or are covered
elsewhere in the Base Prospectus.
III. SECTION "DESCRIPTION OF SOCIETE GENERALE"
(i) The first sentence of Paragraph 1 "Statutory Auditors" is
amended on page 949, with the provision added in red and the
provision deleted in green as follows:
" For the financial years ended 31 December 2019, and 31
December 2020 and 31 December 2021"
(ii) Paragraph 5 "Trend Information" on page 949 is modified,
with the provisions added in red and the provisions deleted in
green as follows:
"Save as disclosed on pages 3 and 4 14 and 15 of the 2021 2022
Universal Registration Document, there has been no material adverse
change in the prospects of Societe Generale and its consolidated
subsidiaries (taken as a whole) since 31 December 2020 2021.
For information on any known trends regarding Societe Generale,
please refer to pages 14, 15 and 59 56-57 of the 2021 2022
Universal Registration Document and pages 3 to 28 of the First
Amendment to the 2021 Universal Registration Document incorporated
by reference herein."
(iii) Subparagraph 9.1 "Legal and arbitration proceedings" on
page 949 is amended with the provisions added in red and the words
deleted in green as follows:
"Save as disclosed on pages 259 and 534 to 537 519 to 522, 590
to 592 of the 2021 2022 Universal Registration Document and on
pages 36 and 37 of the First Amendment to the 2021 Universal
Registration Document, for a period covering the last twelve
months, there have been no legal or arbitration proceedings
relating to claims or amounts which are material in the context of
the issue of Notes thereunder to which Societe Generale is a party
nor, to the best of the knowledge and belief of Societe Generale,
are there any pending or threatened governmental, legal or
arbitration proceedings relating to such claims or amounts which
are material in the context of the issue of Notes thereunder which
would in either case jeopardise the Issuer's ability to discharge
its obligations in respect of the Notes.
See also section "Documents Incorporated by Reference" of this
Base Prospectus."
(iv) Subparagraph 9.2 "Significant change in the financial or
trading position" on page 950 is amended with the provision added
in red and the provision deleted in green as follows:
"There has been no significant change in the financial position
or performance of Societe Generale and its consolidated
subsidiaries (taken as a whole) since 31 March 2021 December
2021."
IV. SECTION "GENERAL INFORMATION"
Subparagraph (b) in paragraph 4 "Availability of Documents" on
page 977 is modified as follows, with provisions added in red and
word deleted in green:
"(b) the 2020 Universal Registration Document, the 2021
Universal Registration Document, and the First Amendment to the
2021 Universal Registration Document and the 2022 Universal
Registration Document."
V. SECTION "FORM OF FINAL TERMS"
Part A << Contractual Terms >>, page 119, the
sub-paragraph below of the paragraph (v) << Method of
determination of the Rate of Interest and Interest Amount >>
of point 14 << Floating Rate Notes Provisions >> , is
modified as follows, with provisions added in red and deleted in
green:
[ if Compounding with Observation Shift or Averaging with Observation Shift applies ]
- [Observation Period Shift Additional Business Day:] [specify financial center(s) or if none specified it shall
be deemed that no Observation Period
Shift Additional Business Day applies]
["s":] [specify if different from 5]]
["Observation Period Shift":]
- Set-in Advance Observation Period : [ Applicable. The Set-In-Advance Observation Period is
[specify]] [Not Applicable]
DOCUMENTS AVAILABLE
Copies of this Supplement can be obtained, without charge, from
the head office of each Issuer and the specified office of each of
the Paying Agents, in each case, at the address given at the end of
the Base Prospectus.
This Supplement will be published on the website of:
- the Financial Conduct Authority (
https://marketsecurities.fca.org.uk/ ) ; and
- the Issuers ( http://prospectus.socgen.com ).
RESPONSIBILITY
Each of Societe Generale and SG Issuer accepts responsibility
for the information given in this Supplement and confirms that the
information contained in this Supplement is, to the best of their
knowledge, in accordance with the facts and this Supplement makes
no omission likely to affect the import of such information.
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END
PSPDZGMKFRFGZZM
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