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SG Issuer announced on 15 June 2026 that its GBP 600,000 Notes (ISIN: XS3085387531), issued on 01/09/2025 and due 22/08/2035, were incorrectly admitted to trading on the Euro MTF of the Luxembourg Stock Exchange due to an operational error. The Issuer will delist these Notes from the Euro MTF and apply for their admission to trading on the London Stock Exchange's main market and listing on the FCA's Official List by 24 June 2026. Noteholders are offered a repurchase option at a price equal to the higher of market or nominal value, open from 15 June 2026 until 5:00 p.m. BST on 22 June 2026.
| Date | 15 Jun 2026 |
| Time | 09:00:00 |
| Category | Miscellaneous |
| ID | 1759I |
RIS NOTICE
NOTICE TO THE NOTEHOLDERS
DATED 15 JUNE 2026
SG ISSUER
Legal entity identifier (LEI): 549300QNMDBVTHX8H127
(the "Issuer")
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GBP 600 000 Notes due 22/08/2035 that were issued on 01/09/2025 Unconditionally and irrevocably guaranteed by Societe Generale under the Debt Instruments Issuance Programme ("Programme") |
Series 00245UK/25.9
Tranche 1
ISIN code: XS3085387531
(the "Notes")
We refer to the Final Terms dated 24/06/2025 in respect of the Notes which were issued on 01/09/2025, as Series 00245UK/25.9, Tranche 1, pursuant to the Base Prospectus of the Debt Instruments Issuance Programme dated 30 May 2025 (the "2025 Base Prospectus"), and admitted to trading on the Euro MTF of the Luxembourg Stock Exchange (the "Euro MTF").
This Notice should be read in conjunction with the Terms and Conditions in the 2025 Base Prospectus which are incorporated by reference in the Base Prospectus dated 29 May 2026 (the "Base Prospectus"). Terms and expressions defined in the Final Terms and the Terms and Conditions in the 2025 Base Prospectus shall have the same meanings when used herein except where the context requires otherwise or otherwise stated.
The Issuer gives notice to the holders of the Notes that following an internal review, the Issuer realised that the Notes have been incorrectly admitted to trading on the Euro MTF due to operational error on the Issuer's part. Securities issued pursuant to the 2025 Base Prospectus could only be admitted to trading on the London Stock Exchange's main market. Accordingly pursuant to Condition 17 (Suspension of Trading and Delisting of Notes) of the General Terms and Conditions of the Notes, the Issuer proposes to rectify this error by:
(1) delisting the Notes from the official list of the Luxembourg Stock Exchange and to stop trading of the Notes on the Euro MTF;
(2) issuing another Final Terms in the form set out in the Annex to this Notice for the purposes of applying for the admission of the Notes to trading on the London Stock Exchange's main market and listing the Notes on the Official List of the Financial Conduct Authority (the "Listing Final Terms");
(3) offering the Noteholders affected by the change in the trading venue of the Notes, the option to have their Notes repurchased by the Issuer at a price equal to the higher of the market value and nominal value of the Notes ("Repurchase Offer"). The Repurchase Offer will be open from the date of this Notice until 5:00 p.m. BST on 22 June 2026, which is five (5) working days after the publication of this Notice, the details of which are set out in the Indicative Timetable below.
Noteholders wishing to accept the Repurchase Offer are invited to contact their financial advisors, who will assist them with this process or Mariana UFP LLP (as the financial intermediary of the Notes) by email to: [email protected].
Indicative Timetable
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15 June 2026, 9:00 a.m. BST |
Repurchase Offer is open for acceptance by Noteholders. |
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22 June 2026, 5:00 p.m. BST |
Repurchase Offer is closed. |
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Execution of Noteholder's acceptance of Repurchase Offer. |
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T + 2 working days (indicative) |
Payment to Noteholders who have accepted the Repurchase Offer. |
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24 June 2026 |
Notes will be admitted to trading on London Stock Exchange's main market and listed on the Official List. |
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25 June 2026 |
Notes will stop trading on the Euro MTF. |
The Issuer accepts responsibility for the information contained in this Notice.
Copies of the Listing Final Terms are also available at the office of the Principal Paying Agent (Societe Generale Luxembourg S.A., 11 avenue Emile Reuter, L-2420 Luxembourg).
This Notice is given by:
SG ISSUER
Address: 10, porte de France, L-4360 ESCH-SUR-ALZETTE, Luxembourg
Dated: 15 June 2026
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ANNEX
LISTING FINAL TERMS
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APPLICABLE FINAL TERMS FINAL VERSION APPROVED BY THE ISSUER (for the purposes of admitting the Notes to trading on the London Stock Exchange's main market and listing the Notes on the official list of the Financial Conduct Authority) |
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Dated 24/06/2026 |
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PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of Directive 2016/97/EU (as amended or superseded, the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Regulation. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the EU PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
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SG Issuer Legal entity identifier (LEI) : 549300QNMDBVTHX8H127 |
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GBP 600 000 Notes due 22/08/2035 Unconditionally and irrevocably guaranteed by Société Générale under the Debt Instruments Issuance Programme |
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PART A - CONTRACTUAL TERMS |
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Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under the heading "General Terms and Conditions of the English Law Notes" in the Base Prospectus dated 30 May 2025, which are incorporated by reference in the Base Prospectus dated 29 May 2026. This document constitutes the Final Terms of the Notes described herein for the purposes of the PRM (as defined below) and must be read in conjunction with the Base Prospectus dated 29 May 2026 which constitutes a base prospectus for the purposes of the Prospectus Rules: Admission to Trading on a Regulated Market sourcebook (PRM). Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms, the Base Prospectus and any Supplement(s). Prior to acquiring an Interest in the Notes described herein, prospective investors should read and understand the information provided in these Final Terms, the Base Prospectus and any Supplement(s) and be aware of the restrictions applicable to the offer and sale of such Notes in the United States or to, or for the account or benefit of, persons that are not Permitted Transferees. Copies of the Base Prospectus, any Supplement(s) and these Final Terms are available on the website of the Issuer (http://prospectus.socgen.com).
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00245UK/25.9
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1 |
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Not Applicable |
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GBP |
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GBP 600 000 |
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GBP 600 000 |
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100 % of the Aggregate Nominal Amount |
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GBP 1 |
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GBP 1 |
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01/09/2025 |
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Not Applicable |
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22/08/2035 |
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(such date being the Scheduled Maturity Date), subject to the Additional Terms and Conditions for Preference Share Linked Notes. |
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English law |
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Unsecured
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Not Applicable |
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Preference Share Linked Notes |
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The provisions of the following Additional Terms and Conditions apply: |
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Additional Terms and Conditions for Preference Share Linked Notes |
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Not Applicable |
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See section "PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE" below.
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See section "PROVISIONS RELATING TO REDEMPTION" below.
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See section "PROVISIONS RELATING TO REDEMPTION" below.
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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE |
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Not Applicable |
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Not Applicable |
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Not Applicable |
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Not Applicable |
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PROVISIONS RELATING TO REDEMPTION |
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Not Applicable |
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Not Applicable
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Not Applicable |
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Unless previously redeemed, the Issuer shall redeem the Notes on the Maturity Date, in accordance with the following provisions in respect of each Note: |
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Final Redemption Amount = Calculation Amount x (Preference Share Value Final / Preference Share Value Initial) |
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Definitions relating to the Final Redemption Amount are set out in paragraph 25(ii) "Definitions relating to the Product". |
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Not Applicable
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Applicable as per Condition 6.2.3 of the General Terms and Conditions |
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10% of the Aggregate Nominal Amount |
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the Early Redemption Amount as defined in the Additional Terms and Conditions for Preference Share Linked Notes
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PROVISIONS APPLICABLE TO THE UNDERLYING(S) IF ANY |
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The following Preference Share as defined below:
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The information relating to the past and future performances of the Underlying(s) and volatility are available on Telekurs (via the Identification Code of the Underlying(s)), as specified in the table above. |
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The provisions of the following Additional Terms and Conditions apply :
Additional Terms and Conditions for Preference Share Linked Notes
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Not Applicable |
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Not Applicable
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DEFINITIONS APPLICABLE TO INTEREST (IF ANY), REDEMPTION AND THE UNDERLYING(S) IF ANY |
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Applicable |
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01/09/2025 |
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15/08/2035 |
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Not Applicable |
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means, in respect of any day, the market value of a Preference Share on such day, as determined by the Calculation Agent. |
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means the Preference Share Value on the Valuation Date(0). |
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means the Preference Share Value on the Valuation Date(1). |
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PROVISIONS RELATING TO SECURED NOTES |
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Not Applicable |
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GENERAL PROVISIONS APPLICABLE TO THE NOTES |
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Following Payment Business Day |
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London |
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Non-US Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream |
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No
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Not Applicable
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Not Applicable
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Not Applicable |
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Not Applicable |
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Not Applicable
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Not Applicable
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Not Applicable
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Not Applicable
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Not Applicable
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Gross-up provision is not applicable |
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THIRD PARTY INFORMATION
Each of the Issuer and the Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published, no facts have been omitted which would render the reproduced information inaccurate or misleading. |
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PART B - OTHER INFORMATION |
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Application will be made for the Notes to be listed on the official list of the London Stock Exchange's main market and to be listed on the official list of the Financial Conduct Authority. |
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Application will be made for the Notes to be admitted to trading on the London Stock Exchange's main market and to be listed on the Official List of the Financial Conduct Authority with effect from or as soon as practicable after the date of these Final Terms.
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Not Applicable |
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The net proceeds from each issue of Notes will be applied for the general financing purposes of the Société Générale Group, which include making a profit. |
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Not Applicable |
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XS3085387531 |
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308538753 |
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Euroclear Bank S.A/N.V. (Euroclear) / Clearstream Banking société anonyme (Clearstream)
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Delivery against payment |
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Société Générale Tour Société Générale 17 Cours Valmy 92987 Paris La Défense Cedex France |
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Société Générale Luxembourg SA 11, avenue Emile Reuter L- 2420 Luxembourg Luxembourg |
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No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper (and registered in the name of a nominee of one of the ICSDs acting as common safekeeper). Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
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Non-syndicated
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Société Générale Tour Société Générale 17, Cours Valmy 92987 Paris la Défense Cedex France |
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Not Applicable |
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MARIANA UFP LLP 100 CANNON STREET |
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The Notes are not Specified Notes for purposes of Section 871(m) Regulations. |
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Applicable |
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Not Applicable |
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GBP 10 000 (i.e. 10 000 Notes) |
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GBP 1 (i.e. 1 Notes) |
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Not Applicable |
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