Final Terms dated 27th March, 2007 CAISSE

Final Terms dated 27th March, 2007
CAISSE NATIONALE DES CAISSES D’EPARGNE ET DE PREVOYANCE
Euro 25,000,000,000
Euro Medium Term Note Programme
for the issue of Notes
Due from one month from the date of original issue
SERIES NO: 449
TRANCHE NO: 1
JPY 1,000,000,000 Fixed to FX-Linked Target Redemption and Variable Redemption
Notes due 27th March, 2037
Daiwa Securities SMBC Europe
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the
Base Prospectus dated 15 September 2006 and the Base Prospectus Supplements dated 12 October 2006, 22
November 2006 and 15 February 2007 which together constitute a base prospectus for the purposes of the
Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the
Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and
must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer
and the offer of the Notes is only available on the basis of the combination of these Final Terms and the
Base Prospectus. The Base Prospectus and the Base Prospectus Supplements are available for viewing at the
office of the Fiscal Agent or each of the Paying Agents and on the website of the regulated market where the
admission to trading is sought and copies may be obtained from Caisse Nationale des Caisses d’Epargne et
de Prévoyance, 50, avenue Pierre Mendès-France- 75201 Paris Cedex 13, France.
1.
2.
Issuer:
Caisse Nationale des Caisses d’Epargne et de Prévoyance
(i)
Series Number:
449
(ii)
Tranche Number:
1
3. Specified Currency or Currencies:
Japanese Yen (“JPY”)
//
1
4. Aggregate Nominal Amount of Notes
admitted to trading:
(i) Series:
JPY 1,000,000,000
(ii) Tranche:
JPY 1,000,000,000
5. Issue Price:
100.00 per cent of the Aggregate Nominal Amount
6. Specified Denomination(s):
JPY 100,000,000
7. (i)
29th March, 2007
Issue Date:
(ii) Interest Commencement Date
30th March, 2007
8. Maturity Date:
27th March, 2037
9. Interest Basis:
15.00 per cent. Fixed Rate in respect of the period from
and including the Interest Commencement Date to but
excluding 27th September, 2007 (“Fixed Rate Period”)
Thereafter
FX-Linked in respect of the period from and including
27th September, 2007 to but excluding the Maturity Date
(“FX Linked Period”)
(further particulars specified below)
10. Redemption/Payment Basis:
11. Change of Interest or Redemption/Payment
Basis:
Final Redemption Amount will be as specified in item 22
below, subject to the provisions of item 23 below
Automatic Change of Interest Basis (as set out in item 9
above)
12. Put/Call Options:
Not Applicable
13. (i) Status of the Notes:
Unsubordinated Notes
(ii) Dates of the corporate authorisations
for issuance of the Notes:
14. Method of distribution:
Decisions of the Directoire of the Issuer dated 9th May,
2006 and 30th October, 2006 and Decision of Mr Nicolas
MERINDOL, Directeur Général, dated 15th March,
2007.
Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15. Fixed Rate Note Provisions
Applicable
(i)
Rate of Interest:
15.00 per cent. per annum payable in arrear in respect of
the period from and including the Interest
Commencement Date to but excluding 27th September,
2007
(ii)
Interest Payment Date(s):
27th September, 2007, subject to adjustment in
accordance with the Modified Following Business Day
Convention for which the relevant Business Centres are
London, TARGET, New York, Sydney and Tokyo with
//
2
no adjustment to Fixed Coupon Amount
(iii)
Fixed Coupon Amount(s):
JPY 7,375,000 per Specified Denomination in Nominal
Amount
(iv)
Broken Amount(s):
Not Applicable
(v)
Day Count Fraction (Condition
5(a)):
30/360, unadjusted
Determination Dates:
Not Applicable
(vi)
(vii) Other terms relating to the method
of calculating interest for Fixed Rate
Notes:
Not Applicable
16. Floating Rate Note Provisions
Not Applicable
17. Zero Coupon Note Provisions
Not Applicable
18. Index-Linked Interest Note/other variablelinked interest Note Provisions
Applicable
(i)
Index/Formula/other variable:
For each Interest Period falling during the period from
and including 27th September, 2007 to but excluding the
Maturity Date, the Rate of Interest per Specified
Denomination payable semi-annually in arrear on each
Specified Interest Payment Date shall be determined by
application of one of the following formula, whichever
produces the lowest value:
(a)
(FX1 MINUS 85.00) MULTIPLIED BY 1.00 per
cent.;
Or
(b)
(FX2 MINUS 108.30) MULTIPLIED BY 1.00 per
cent.
The resulting amount shall be payable in JPY, rounded
down to the nearest JPY, and shall not be less than zero
“FX1” means the JPY/AUD mid exchange rate (expressed
as a number of JPY per AUD 1.00) on Reuters Screen page
“JPNU” (or such other page as may replace that page on
that service) which is announced as of 10:00am Tokyo
time, 10 (ten) London, New York, Sydney, TARGET and
Tokyo business days prior to each relevant Specified
Interest Payment Date (each such date an “FX
Determination Date”)
If, however, no such rate is published on “JPNU” on the
FX Determination Date, “FX1” will be determined by the
Calculation Agent as follows:
“FX1” shall be the mid JPY/AUD foreign exchange rate
(expressed as a number of JPY per AUD 1.00) for spot
foreign exchange transactions quoted by five major
reference banks (selected by the Calculation Agent at its
//
3
sole discretion) at approximately 10:00am Tokyo time on
such date. The highest and the lowest of such quotations
will be disregarded and the arithmetic mean of the
remaining quotations will be the “FX1”.
If only four quotations are so provided then “FX1” shall be
the arithmetic mean of such quotations without regard to
the highest and lowest values quoted.
If fewer than four but at least two quotations are provided,
“FX1” shall be the arithmetic mean of the quotations
actually obtained by the Calculation Agent.
If only one quotation is available, in that event, the
Calculation Agent may determine that such quotation shall
be the “FX1”, and if no such quotation is available or if the
Calculation Agent determines that no suitable reference
banks who are prepared to quote are available, the
Calculation Agent acting in a commercially reasonable
manner shall determine a suitable “FX1” Rate.
“AUD” means Australian Dollars.
“FX2” means the JPY/USD mid exchange rate (expressed
as a number of JPY per USD 1.00) on Reuters Screen page
“JPNU” (or such other page as may replace that page on
that service) which is announced as of 10:00am Tokyo
time, 10 (ten) London, New York, Sydney, TARGET and
Tokyo business days prior to each relevant Specified
Interest Payment Date (each such date an “FX
Determination Date”).
If, however, no such rate is published on “JPNU” on the
FX Determination Date, “FX2” will be determined by the
Calculation Agent as follows:
“FX2” shall be the mid JPY/USD foreign exchange rate
(expressed as a number of JPY per USD 1.00) for spot
foreign exchange transactions quoted by five major
reference banks (selected by the Calculation Agent at its
sole discretion) at approximately 10:00am Tokyo time on
such date. The highest and the lowest of such quotations
will be disregarded and the arithmetic mean of the
remaining quotations will be the “FX2”.
If only four quotations are so provided then “FX2” shall be
the arithmetic mean of such quotations without regard to
the highest and lowest values quoted.
If fewer than four but at least two quotations are provided,
“FX2” shall be the arithmetic mean of the quotations
actually obtained by the Calculation Agent.
If only one quotation is available, in that event, the
Calculation Agent may determine that such quotation shall
//
4
be the “FX2”, and if no such quotation is available or if the
Calculation Agent determines that no suitable reference
banks who are prepared to quote are available, the
Calculation Agent will determine the “FX2” acting in good
faith and in a commercially reasonable manner.
“USD” means United States Dollars.
(ii)
Calculation Agent responsible for
calculating the interest due:
Société Générale, Paris
Provisions for determining Coupon
where calculated by reference to
Index and/or Formula and/or other
variable:
As set out in item 18(i)
(iv)
Interest Period(s):
Semi-annual, unadjusted
(v)
Provisions for determining Coupon
where calculation by reference to
Index and/or Formula and/or other
variable is impossible or
impracticable or otherwise
disrupted:
As set out in item 18(i)
Interest or calculation period(s):
Interest Period Date(s) are not subject to adjustment
(iii)
(vi)
(vii) Specified Interest Payment Dates:
27th March and 27th September in each year
commencing 27th March, 2008, (each being a “Specified
Interest Payment Date”) subject to adjustment in
accordance with the Business Day Convention specified
below
(viii) Business Day Convention:
Modified Following Business Day Convention
(ix)
Business Centre(s):
London, New York, Sydney, TARGET and Tokyo
(x)
Minimum Rate of Interest::
Zero per cent. per annum
(xi)
Maximum Rate of Interest:
Not Applicable
(xii) Day Count Fraction (Condition
5(a)):
19. Dual Currency Note Provisions
30/360
Not Applicable
PROVISIONS RELATING TO REDEMPTION
20. Call Option
Not Applicable
21. Put Option
Not Applicable
22. Final Redemption Amount of each Note
The Final Redemption Amount shall be determined by
application of one of the following formula, whichever
produces the lowest value:
(a) JPY (1,250,000 x FXM1) per Specified Denomination
Or
(b) JPY (1,000,000 x FXM2) per Specified Denomination
//
5
The resulting amount shall be payable in JPY rounded to
the nearest JPY with JPY 0.5 amounts being rounded
upwards
“FXM1” means the JPY/AUD mid exchange rate
(expressed as a number of JPY per AUD1.00) on Reuters
Screen page “JPNU” (or such other page as may replace
that page on that service) which is announced as of
10:00am Tokyo time, 10 (ten) London, New York,
Sydney, TARGET and Tokyo business days prior to the
Maturity Date (the “FX Determination Date 2”).
If, however, no such rate is published on “JPNU” on the
FX Determination Date 2, “FXM1” will be determined by
the Calculation Agent as follows:
The Calculation Agent will request five leading reference
banks (selected by the Calculation Agent at its sole
discretion) in the Tokyo interbank market for their mid
market quotations of the JPY/AUD spot exchange rate as
of 10:00am Tokyo time on such date. The highest and
the lowest of such quotations will be disregarded and the
arithmetic mean of the remaining quotations will be the
“FXM1”.
If only four quotations are so provided then “FXM1”
shall be the arithmetic mean of such quotations without
regard to the highest and lowest values quoted.
If fewer than four but at least two quotations are
provided, “FXM1” shall be the arithmetic mean of the
quotations actually obtained by the Calculation Agent.
If only one quotation is available, in that event, the
Calculation Agent may determine that such quotation
shall be the “FXM1”, and if no such quotation is
available or if the Calculation Agent determines that no
suitable reference banks who are prepared to quote are
available, the Calculation Agent will determine the
“FXM1” acting in good faith and in a commercially
reasonable manner
“FXM2” means the JPY/USD mid exchange rate
(expressed as a number of JPY per USD 1.00) on Reuters
Screen page “JPNU” (or such other page as may replace
that page on that service) which is announced as of
10:00am Tokyo time, 10 (ten) London, New York,
Sydney, TARGET and Tokyo business days prior to the
Maturity Date (the “FX Determination Date 2”).
If, however, no such rate is published on “JPNU” on the
FX Determination Date 2, “FXM2” will be determined by
the Calculation Agent as follows:
The Calculation Agent will request five leading reference
banks (selected by the Calculation Agent at its sole
discretion) in the Tokyo interbank market for their mid
//
6
market quotations of the JPY/USD spot exchange rate as
of 10:00am Tokyo time on such date. The highest and the
lowest of such quotations will be disregarded and the
arithmetic mean of the remaining quotations will be the
“FXM2”.
If only four quotations are so provided then “FXM2”
shall be the arithmetic mean of such quotations without
regard to the highest and lowest values quoted.
If fewer than four but at least two quotations are
provided, “FXM2” shall be the arithmetic mean of the
quotations actually obtained by the Calculation Agent.
If only one quotation is available, in that event, the
Calculation Agent may determine that such quotation
shall be the “FXM2”, and if no such quotation is
available or if the Calculation Agent determines that no
suitable reference banks who are prepared to quote are
available, the Calculation Agent will determine the
“FXM2” acting in good faith and in a commercially
reasonable manner
23. Early Redemption Amount
(i)
Early Redemption Amount(s) of
each Note payable on redemption for
taxation reasons (Condition 6(f)), for
illegality (Condition 6(j)) or on event
of default (Condition 9) or other
early redemption and/or the method
of calculating the same (if required
or if different from that set out in the
Conditions):
Conditions shall apply
Mandatory Early Redemption Provisions
In addition, the Notes are subject to mandatory early
redemption in whole but not in part at 100 per cent. per
Specified Denomination in accordance with the following
conditions:
If on any Determination Date (as defined below), AGG
(as defined below) in respect of the immediately
following Specified Interest Payment Date, as determined
by the Calculation Agent, acting in good faith and in a
commercially reasonable manner, is equal to or greater
than JPY 8,000,000 per Specified Denomination, the
Calculation Agent shall provide such determination to the
Issuer, and the Notes shall be redeemed on the applicable
Early Redemption Date (as defined below). Notice to the
Noteholders shall be given as soon as practicable
following such determination.
//
7
“AGG” means the Interest Amount per Specified
Denomination payable on the immediately following
Specified Interest Payment Date, together with the
Interest Amounts payable on all previous Interest
Payment Dates and Specified Interest Payment Dates
“Determination Date” means 10 (ten) London, New York,
Sydney, TARGET and Tokyo Business Days prior to the
relevant Early Redemption Date
“Early Redemption Date” means each Specified Interest
Payment Date commencing on the Specified Interest
Payment Date falling in March, 2008 to but excluding the
Maturity Date
(ii) Redemption for taxation reasons
permitted on days others than
Interest Payment Dates (Condition
6(f))
(iii) Unmatured Coupons to become
void upon early redemption
(Materialised Bearer Notes only)
(Condition 7(f))
No
Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24. Form of Notes:
(i)
Form of Dematerialised Notes:
Dematerialised Notes
Bearer dematerialised form (au porteur)
(ii) Registration Agent:
Not Applicable
(iii) Temporary Global Certificate:
Not Applicable
(iv) Applicable TEFRA exemption:
Not Applicable
25. Financial Centre(s) or other special
provisions relating to Payment Dates:
London, New York, Sydney, TARGET and Tokyo
Payment Dates shall be adjusted in accordance with the
Modified Following Business Day Convention
26. Talons for future Coupons or Receipts to be
attached to Definitive Notes (and dates on
which such Talons mature):
Not Applicable
27. Details relating to Partly Paid Notes:
amount of each payment comprising the Issue
Price and date on which each payment is to be
made and consequences (if any) of failure to
pay:
Not Applicable
28. Details relating to Instalment Notes: amount
of each instalment, date on which each payment
is to be made:
Not Applicable
//
8
29. Redenomination, renominalisation and
reconventioning provisions:
Not Applicable
30. Consolidation provisions:
Not Applicable
31. Masse:
The initial Representative will be:
MURACEF
5, rue Masseran, 75007 Paris, France
Represented by its Directeur Général
The alternative Representative will be:
Mr Hervé-Bernard VALLEE
5, rue Masseran, 75007 Paris, France
The representative will not be entitled to any
remuneration
32. Other final terms:
Not Applicable
DISTRIBUTION
33. (i) If syndicated, names of Managers:
(ii) Stabilising Manager(s) (if any):
34. If non-syndicated, name and address of
Dealer:
35. Additional selling restrictions:
Not Applicable
Not Applicable
Daiwa Securities SMBC Europe Limited
5 King William Street
London EC4N 7AX
Not Applicable
GENERAL
36. The aggregate principal amount of Notes
issued has been translated into Euro at the rate
of EUR 1 = JPY 0.006456 producing a sum of:
Euro 6,456,000
//
9
PART B – OTHER INFORMATION
1
RISK FACTORS
As set out under “RISK FACTORS – RISKS RELATED TO THE NOTES” including but not
limited to “2. Risks related to the structure of a particular issue of Notes – Variable rate Notes
with a multiplier or other leverage factor – Structured Notes” in the Base Prospectus
2
LISTING AND ADMISSION TO TRADING
(i)
Listing:
Bourse de Luxembourg (regulated market of the
Luxembourg Stock Exchange)
(ii)
Admission to trading:
Application has been made for the Notes to be
admitted to trading on the Luxembourg Stock
Exchange with effect from 29th March, 2007
(iii)
Estimate of total expenses related
to admission to trading:
EUR 9,850
Additional publication of Base
Prospectus and Final Terms:
Not Applicable
(iv)
3.
RATINGS
Ratings:
4.
Not Applicable
NOTIFICATION
Not Applicable
5.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
So far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to
the offer.
6.
7.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer
The proceeds shall be used for the Issuer’s general
corporate purposes
(ii) Estimated net proceeds:
JPY 1,000,000,000
(iii) Estimated total expenses:
EUR 9,850
OPERATIONAL INFORMATION
ISIN Code:
FR0010451583
Common Code:
029281319
//
10
Depositaries:
Euroclear France to act as Central Depositary
Yes
Common Depositary for Euroclear and
Clearstream Luxembourg
No
Any clearing system(s) other than Euroclear
and Clearstream, Luxembourg and the
relevant identification number(s):
Not Applicable
Delivery:
Delivery free of payment
Names and addresses of additional Paying
Agent(s) (if any):
Not Applicable
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
Signed on behalf of Caisse Nationale des Caisses d’Epargne et de Prévoyance:
Duly represented by:
............................................
Roland CHARBONNEL
Director Liquidity & Capital Management
//
11