Supplemental Listing Document for Warrants issued by
BNP PARIBAS ARBITRAGE ISSUANCE B.V. (“Issuer”)
(incorporated in the Netherlands with its statutory seat in Amsterdam)
unconditionally and irrevocably guaranteed by
BNP Paribas (“Guarantor”)
(incorporated in France)
Sponsor
Paribas Asia Equity Limited
Key terms
Warrants
Stock code 1817
Issue size 400,000,000 Warrants
Style European style cash settled
Type Call
Trust iShares FTSE/Xinhua A50 China Tracker
#
Units Existing issued ordinary units of the Trust
Board Lot 1,000 Warrants
Issue Price per Warrant (HK$) 0.45
Exercise Price (HK$) 32.88
Entitlement One Unit per Exercise Amount, subject to adjustment in accordance with Condition 5.
Exercise Amount Ten Warrants
Maximum number of Units to which the
Warrants relate
40,000,000
Cash Settlement Amount per Exercise
Amount (if any) payable at expiry
Entitlement x (Closing Price - Exercise Price) - Exercise Expenses
Closing Price The arithmetic mean of the closing prices of one Unit for each of the 5 Valuation Dates subject
to our right to determine the closing price in good faith in certain circumstances on the Last
Valuation Date (being the Business Day immediately preceding the Expiry Date) upon the
occurrence of a Market Disruption Event as described further in Condition 1.
Launch Date 7 December 2007
Issue Date 13 December 2007
Listing date
(“Dealing Commencement Date”)
14 December 2007
Valuation Date Each of the five Business Days immediately preceding the Expiry Date subject to any potential
postponement no later than the Last Valuation Date upon the occurrence of a Market Disruption
Event, as described further in Condition 1.
Expiry Date 29 September 2008
#
The name of the Trust is included here for identification purposes only. “iShares” is a trademark of Barclays Global Investors, N.A. (“BGI”). “FTSE” is a trade
mark jointly owned by the London Stock Exchange PLC (“LSE”) and The Financial Times Limited (“FTL”). “Xinhua” is a service mark and trade mark of Xinhua
Finance Limited (“XFL”). The Warrants are not in any way sponsored, endorsed, sold or promoted by BGI, LSE, FTL or XFL. BGI, LSE, FTL and XFL make no
representations or warranties with respect to the Warrants or this document.
if such day is not a Business Day, the immediately succeeding Business Day. “Business Day” means a day (excluding Saturdays) on which the Stock Exchange is scheduled to open for
dealings in Hong Kong and banks are open for business in Hong Kong.
You must read the above together with our base listing document dated 2 May 2007, in particular, the sections headed “General Conditions of
Structured Products” (the “General Conditions”) and “Product Conditions of Cash Settled Warrants over Single Unit Trusts” (the “Product
Conditions”) set out in Appendix 1 and Part C of Appendix 2 of our Base Listing Document respectively (collectively, the “Conditions”).
13 December 2007
This document includes particulars given in compliance with the Rules Governing the Listing of Securities on
Investors are warned that the price of the Warrants may fall in value as rapidly as it may rise and holders may sustain a total loss of their investment. Prospective purchasers should
therefore ensure that they understand the nature of the Warrants and carefully study the risk factors set out in this document and, where necessary, seek professional advice, before
they invest in the Warrants.
The Warrants constitute general unsecured contractual obligations of the Issuer and of no other person and if you purchase the Warrants, you are relying upon the creditworthiness of the
Issuer and the Guarantor and have no rights under Warrants against the company which has issued the underlying securities.
2
IMPORTANT INFORMATION
What is this document about?
This document is for information purposes only and does not
constitute an offer, an advertisement or invitation to the public
to subscribe for or to acquire the Warrants.
It is possible that there may have been dealings in the Warrants
since the Launch Date.
What documents should I read before investing in the
Warrants?
You must read this document together with our base listing
document dated 2 May 2007 (our “base listing document”) (as
supplemented by the addendum dated 12 October 2007 (our
“addendum”) and any addenda to be issued from time to time)
(together, the “Listing Documents”). The Listing Documents
are accurate as at the date of this document. You should
carefully study the risk factors set out in the Listing Documents.
Terms used in this document apply to the Warrants described
on the cover page.
What are the Guarantor’s credit ratings?
Our obligations in relation to the Warrants will be
unconditionally and irrevocably guaranteed by the Guarantor.
The Guarantor’s long term debt ratings are:
Rating agency Rating as of the Launch Date
Moody’s Investors
Service, Inc.
Aa1
Standard & Poor’s
Ratings Group
AA+
Fitch IBCA Ltd AA
Are we regulated by any bodies referred to in Rule
15A.13(2) or (3)?
We are not regulated by any of the bodies referred to in Rule
15A.13(2) or (3) of the Rules. The Guarantor is regulated by the
Hong Kong Monetary Authority. The Guarantor is also
regulated by Comit des Etablissements de Crdit et des
Entreprises d’Investissement.
Are we subject to any litigation?
Save as disclosed in the Listing Documents, we, the Guarantor
and our respective subsidiaries are not aware of any litigation or
claims of material importance pending or threatened against any
of us.
Unsecured nature of the Warrants
The issue of the Warrants was authorised by our board of
directors on 7 May 2007. The Warrants constitute our general,
unsecured and contractual obligations and of no other person
and will rank equally among themselves and with all our other
unsecured obligations and all other unsecured obligations of the
Guarantor (save for those obligations preferred by law) upon
liquidation. The guarantee in respect of the Warrants (as
described in our base listing document) constitutes the
Guarantor’s general, unsecured and contractual obligations and
of no other person.
.
If you purchase the Warrants, you are
relying upon our creditworthiness and the creditworthiness of
the Guarantor and have no rights under the Warrants against the
Company.
Has our financial position changed since last financial year-
end?
There has been no material adverse change in the financial or
trading position of us or the Guarantor since 31 December
2006.
Do I need to pay any transaction cost?
005 per cent. and
the Securities and Futures Commission charges a transaction levy
of 0.004 per cent. in respect of each transaction effected on the
Stock Exchange payable by each of the seller and the buyer and
calculated on the value of the consideration for the Warrants. You
do not need to pay any stamp duty in respect of the Warrants. The
levy for the investor compensation fund is currently suspended.
Where can I inspect the relevant documents?
The following documents are available for inspection during usual
business hours on any weekday (Saturdays, Sundays and holidays
excepted) until the Expiry Date at the offices of Mallesons Stephen
Jaques at 37th Floor, Two International Finance Centre, 8 Finance
Street, Central, Hong Kong:
(a) the latest audited financial reports and any interim or
quarterly accounts of us and the Guarantor;
(b) consent letters of the Auditors;
(c) each of the Listing Documents (in separate English and
Chinese versions);
(d) the instrument executed by us on 3 May 2006; and
(e) the Guarantee executed by the Guarantor on 2 May 2007.
The Listing Documents are also available on the website of the
Stock Exchange at www.hkex.com.hk.
各上市文件亦可於聯交所網站(www.hkex.com.hk)瀏覽。
Have the auditors consented to the inclusion of their reports to
the Listing Documents?
Our auditors and the Guarantor’s auditors (collectively
“Auditors”) have given and have not withdrawn their written
consents to the inclusion of their reports dated 23 February 2007
and 1 March 2007 respectively in the base listing document and/or
the references to their names in the Listing Documents, in the form
and context in which they are included. Their reports were not
prepared exclusively for incorporation into the base listing
document. The Auditors do not hold the Guarantor’s shares or
shares in its subsidiaries, nor do they have the right (whether
legally enforceable or not) to subscribe for or to nominate persons
to subscribe for the Guarantor’s securities or securities of any of its
subsidiaries.
Selling restriction
The Warrants have not been and will not be registered under the
United States Securities Act of 1933, as amended (the “Securities
Act”), and will not be offered, sold, delivered or traded, at any
time, indirectly or directly, in the United States or to, or for the
account or benefit of, any U.S. person (as defined in the Securities
Act).
The offer or transfer of the Warrants is also subject to the selling
restrictions specified in our base listing document.
Capitalised terms and inconsistency
Unless otherwise specified, capitalised terms used in this document
have the meanings set out in the Conditions. Terms used in this
document apply to each series of warrants described on the cover
page.
If this document is inconsistent with our base listing document, this
document prevails.
3
OVERVIEW OF WARRANTS
What is a derivative warrant?
A derivative warrant is an instrument which gives the
holder a right to “buy” or “sell” an underlying asset at a
pre-set price called the exercise price on the expiry date.
Investing in the derivative warrants does not give you a
right in the underlying asset.
Derivative warrants usually cost a fraction of the price of
the underlying asset and may provide leveraged return to
you (but conversely, it could also magnify your losses).
How and when can I get back my investment?
The Warrants are European style cash settled derivative
warrants linked to the Units. European style warrants can
only be exercised on the expiry date. The Warrants will be
automatically exercised on the Expiry Date, entitling the
holder to a cash amount called the “Cash Settlement
Amount” (if positive) according to the terms and
conditions in the Listing Documents.
You will receive the Cash Settlement Amount at expiry.
If the Cash Settlement Amount is zero or a negative
amount, the Warrants will expire worthless on the Expiry
Date.
How do the Warrants work?
The potential payoff at expiry for the Warrants is
calculated by us by reference to the difference between the
Exercise Price and the Closing Price of the underlying
Unit.
A call warrant is suitable for an investor holding a bullish
view of the price of the underlying Unit during the term of
the warrant.
A call Warrant will be exercised if the Closing Price of the
underlying Unit is greater than its Exercise Price. The
more the Closing Price is above the Exercise Price, the
higher the payoff at expiry. If the Closing Price is at or
below the Exercise Price, the investor in the call Warrant
will lose all of his investment.
What are the factors determining the price of a
derivative warrant?
The price of a warrant generally depends on the price of
the underlying unit. However, throughout the term of the
warrants, their price will be influenced by a number of
factors, including:
• the exercise price of the warrants;
• the volatility of the price of the underlying unit (being
a measure of the fluctuation in the price of the
underlying unit);
• the time remaining to expiry: a warrant is more
valuable the longer the remaining life of the warrants;
• interest rates;
• expected divident payments on the underlying unit;
• the supply and demand for the warrants; and
• our creditworthiness and the creditworthiness of the
Guarantor
What is my maximum loss and return?
The maximum loss in warrants will be limited to your
investment amount plus any transaction cost.
Your potential return depends largely on the performance
on the underlying unit.
Can I sell the Warrants before maturity?
Yes. We have made an application for listing of, and
permission to deal in, the Warrants on the Stock
Exchange. All necessary arrangements have been made to
enable the Warrants to be admitted into the Central
Clearing and Settlement System (“CCASS”). Issue of
the Warrants is conditional upon listing being granted.
From the Dealing Commencement Date, you may sell or
buy the Warrants on the Stock Exchange.
The Liquidity Provider will make a market in the
Warrants by providing bid and/or sell prices. See
“Liquidity” on page 4 for further information.
How can I get information about the Units?
You may obtain information on the Units (including the
Trust’s financial reports) by visiting the Stock Exchange
website at www.hkex.com.hk or the Trust’s website at
www.ishares.com.hk.
How can I get information about the Warrants after
issue?
You may visit the Stock Exchange website at
www.hkex.com.hk to obtain information on the Warrants
or any notice given by us or the Stock Exchange in
relation to the Warrants.
We have included references to websites in this document
to indicate how further information may be obtained.
Information appearing on those websites does not form
part of the Listing Documents. You should conduct your
own web searches to ensure that you are viewing the most
up-to-date information.
4
ISSUE DETAILS, LIQUIDITY AND SETTLEMENT
You must read this summary together with our base listing document, in particular, the Conditions.
Issue details
Form of the Warrants The Warrants will be represented by a global certificate in the name of HKSCC
Nominees Limited. We will not issue definitive certificates for the Warrants. You
may arrange for your broker to hold the Warrants in a securities account on your
behalf, or if you have a CCASS Investor Participant securities account, you may
arrange for the Warrants to be held in such account. You will have to rely on the
records of CCASS and/or the statements you receive from your brokers as
evidence of your beneficial interest in the Warrants.
Stock Exchange The Stock Exchange of Hong Kong Limited. No application has been made to list
the Warrants on any other exchange.
Liquidity
Liquidity Provider BNP Paribas Securities (Asia) Limited (broker ID number 9553). The Liquidity
Provider is our affiliate and is regulated by the Stock Exchange and the Securities
and Futures Commission. It will act as our agent in providing quotes.
Quotes You can request a quote by calling the Liquidity Provider at:
telephone number: +852 2108 5600.
The Liquidity Provider will respond within 15 minutes. The quote will be
displayed on the Stock Exchange’s designated stock page for the Warrants.
Maximum spread between bid
and offer prices
25 ticks
Minimum quantity for which
liquidity will be provided
10 Board Lots
Factors for determining the bid
and offer prices
The Liquidity Provider will consider factors, including, without limitation, the
prevailing market price of the underlying Units, the price volatility of the
underlying Units, the prevailing interest rates, the time left to the expiry of the
Warrants, the dividend yield of the underlying Units and the Exercise Price of the
Warrants.
Circumstances under which
liquidity will not be provided
(i) during the first five minutes after trading commences for the first time;
(ii) when the Warrants are suspended from trading for any reason;
(iii) when there are no Warrants available for market making, in which event,
only a bid price will be available. Warrants held by us, the Guarantor or
any of our affiliates in a fiduciary or agency capacity are not Warrants
available for market making;
(iv) during the 5 Business Days immediately preceding the Expiry Date;
(v) when operational and technical problems affecting the market making
activities arise;
(vi) if the stock market experiences exceptional price movement and volatility;
(vii) if a market disruption event occurs;
(viii) when the ability of the Liquidity Provider acting on our behalf to source a
hedge or unwind an existing hedge is materially affected by the prevailing
market condition; and
(ix) if the theoretical value of the Warrant is less than HK$0.01.
5
Settlement
Settlement date upon a transfer The Warrants may only be transferred in a Board Lot (or integral
multiples thereof). Where a transfer of Warrants takes place on the Stock
Exchange, settlement must currently be made not later than two trading
days.
Exercise The Warrants will be automatically exercised on the Expiry Date in
integral multiples of the Board Lot if the Cash Settlement Amount is
positive; otherwise, you will lose all of your investment. We will deliver
the Cash Settlement Amount (if any) to HKSCC Nominees Limited,
which will then distribute the received Cash Settlement Amount to the
securities account of your broker or to your CCASS Investor Participant
securities account (as the case may be).
Exercise Expenses You are responsible for any Exercise Expenses. Exercise Expenses
mean any charges or expenses including any taxes or duties which are
incurred in respect of the exercise of the Warrants. The Cash Settlement
Amount is net of any Exercise Expenses.
Settlement Date upon automatic exercise
at expiry
Within 3 Business Days after the Expiry Date.
6
RISK FACTORS
You must read these risk factors together with the risk factors set out in our base listing document.
Warrants may expire worthless
Although the cost of a Warrant may cost a fraction of the
value of the underlying Unit, the Warrant’s price may
change more rapidly than the underlying Unit.
Unlike stocks, the Warrants have a limited life and will
expire at the Expiry Date. In the worst case, the Warrants
may expire with no value. The Warrants are only suitable
for experienced investors who have a positive view on the
performance of the underlying Unit during the term of the
Warrants and are willing to accept the risk that they may
lose all their investment.
The Warrants can be volatile
Prices of the Warrants may rise or fall rapidly. You should
carefully consider, among other things, the following
factors before dealing in the Warrants:
(i) the prevailing trading price of the Warrants;
(ii) the value and volatility of the underlying Unit;
(iii) the time remaining to expiry;
(iv) the probable range of the Cash Settlement Amount;
(v) the interest rates and expected dividend payments on
the underlying Unit;
(vi) the liquidity of the underlying Unit;
(vii) any related transaction cost; and
(viii) our creditworthiness.
Time decay
The value of a Warrant is likely to decrease over time.
Therefore, the Warrants should not be viewed as products
for long term investments.
There is no assurance that the value of the Warrants
will correlate with movements of the underlying Unit
The value of the Warrants may not correspond with the
movements in the underlying Unit price. If you buy the
Warrants with a view to hedge against your exposure to
that Unit, it is possible that you could suffer loss in your
investment in the underlying Unit and the Warrants.
The Listing Documents are not the sole basis for
making an investment decision
The Listing Documents do not take into account your
investment objectives, financial situation or particular
needs. Nothing in the Listing Documents should be
construed as a recommendation by us or our affiliates to
invest in the Warrants or the underlying Unit.
Adjustment related risk
The occurrence of certain events may entitle us to adjust
the terms and conditions of the Warrants (including a rights
issue or bonus issue by the Trust, a subdivision or
consolidation of the Units and a restructuring event of the
Trust). However, we are not obliged to adjust the terms and
conditions of the Warrants for every event that affects the
underlying Unit. Any adjustment or decision not to make
any adjustment may adversely affect the value of the
Warrants. See Product Condition 5 for details about such
adjustments.
Possible limited secondary market
The Liquidity Provider may be the only market
participant for the Warrants and therefore the secondary
market for the Warrants may be limited. The more
limited the secondary market, the more difficult it may
be for you to realise the value in the Warrants prior to
expiry.
Possible early termination
The Warrants will be terminated early in the event of
termination of the Trust or liquidation of the trustee of
the Trust.
Various potential and actual conflicts of interests
We, the Guarantor and any of our subsidiaries and
affiliates engage in a wide range of commercial and
investment banking, brokerage, funds management,
hedging, investment and other activities and may
possess or acquire material information about the
underlying Units. Such activities and information may
involve or otherwise affect the Units and may cause
consequences adverse to you. We, the Guarantor and
any of our respective subsidiaries and affiliates have no
obligation to disclose such information and may engage
in any such activities without regard to the issue of and
effect of these activities on the Warrants.
In the ordinary course of our business, we, the
Guarantor and any of our respective subsidiaries and
affiliates may effect transactions for our own account or
for the account of our customers and may enter into one
or more hedging transactions with respect to the
underlying Unit or related derivatives. This may
indirectly affect your interests.
Additional information about us and/or the
Guarantor
You may visit www.bnpparibas.com to obtain
information about us and/or the Guarantor. You must
read the section headed “Additional Information on us
and/or the Guarantor” which contains further
information on us and/or the Guarantor after the date of
our base listing document. That section supplements
the information set out in our base listing document.
We have no role in the Trust
Neither we nor any of our affiliates have the ability to
control or predict the actions of the trustee or the
manager of the Trust. Neither the trustee nor the
manager of the Trust (i) is involved in the offer of the
Warrants in any way, or (ii) has any obligation to
consider your interest in taking any corporate actions
that might affect the value of the Warrants.
The manager of the Trust is responsible for making
investment and other trading decisions with respect to
the management of the Trust consistent with its
investment objectives and in compliance with the
investment restrictions as set out in the constitutive
documents of the Trust. The manner in which the Trust
is managed and the timing of actions may have a
significant impact on the performance of the Trust.
Hence, the market price of the Units is also subject to
these risks.
7
ADDITIONAL INFORMATION ON US AND/OR THE GUARANTOR
Supplemental information in relation to us
As at the date of this document, there is no supplemental information relating to us, except for information contained in our
base listing document and our addendum.
Supplemental information in relation to the Guarantor
The unaudited consolidated financial statements of the Guarantor for the nine-month period ended 30 September 2007 are
available at www.bnpparibas.com.
The unaudited consolidated profit and loss account and the financial structure of the Guarantor for the nine-month period
ended 30 September 2007 are set out in Appendix A to this document.
As at the date of this document, there is no supplemental information relating to the Guarantor, except for information
contained in this document and our base listing document.
8
APPENDIX A
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF
THE GUARANTOR FOR THE NINE-MONTH PERIOD ENDED 30 SEPTEMBER 2007
The information in this Appendix A has been extracted from the unaudited consolidated financial statements of the
Guarantor for the nine-month period ended 30 September 2007, which can be downloaded from “BNP Paribas Group:
Results as at 30 September 2007 - Third Quarter” at www.bnpparibas.com. The financial statements have been prepared in
accordance with the Guarantor’s usual accounting policy and procedures.
BNP Pmrans - Resuurs ns r 30 SepreMeen 2007
CONSOLIDATED PROFIT AND LOSS ACCOUNT
3Q07 3Q06 3Q07/
3Q06
2Q07 3Q07/ 9M07 9M06 9M07/
2Q07 9M06ln millions of euros
Revenues
Operating Expenses and Dep.
Gross Operating lncome
P rov isions
0perating lncome
Associated Companies
Other Non 0perating ltems
Non 0perating ltems
Pre.Tax lncome
Tax Expense
Minority lnterests
Net lncome, Group Share
7,690 6,829
-4,643 -4,261
3,047 2,568-462
-264
2,585 2,304
68 118
744
142 122
2,727 2,426-589
.638
-111 -113
2,027 1,675
8,214 .6.40/0
.4,848 -4.20/0
3,366 .9.5%
-258 +79j%
3,108 .16.8%
90 -24.4%
59 +25.4o/o149
-4.7%
3,257 .16.3%
-874 -32.6%
-101 +9.9%
2,282 -11.20/0
24,117 20,891 +15.40/o
-14,077 -12,411 +13.4%
10,040 8,480 +18.4o/o-980
-501 +95.6%
9,060 7,979 +13.5%
285 239 +19.2%
134 37 n.s.
419 276 +51.8%
9,479 8,255 +14.80
-2,317 -2,281 +1.6%
-346 -385 -10.1Y0
6,816 5,589 +22.0Y0
+12.6%
+9.0%
+18.7o/o
+75.0o/o
+12.2o/o
-42.4Yo
n.s.
+16,40/o
+12.40/o
-7 .70/o
-1.8o/o
+21.0Y0
CosUlncome 60.4% 62.40/o -2.0 pt 59.0% +1.4 pt 58.4Yo 59.4% -1.0 pt
Operationnal businesses at consfanf scope and exchange rates / 3T06
- Reyenues + 10.60/o
- Operatng exp. and dep. t 10.5%
- Gross opercling ncom + 10.80/o
A solid financial structure
ln billions of euros
At constant scope and exchange rates/3Q06.
Revenues: +13.70/o (+tO.O' for core businesses).
Operating expenses: +9.1% (+10.5% for core businesses)
lncrease in the cost of risk: +€19Bmn/3Q06.
he 3Q06 base benefted from a €B7mn net write-back in CIBo
€97mn addition to the IFRS provsion on a portfolio basis, related to the
home builders sector in the United States (ClB and Bancwest), based on
stress tests.
Growth of outstandings, in particular in emerging countries
After-tax ROE: 22.6% vs 21 .20/o in gM06
30-Sep.07 31-dec-06
I
Shareholders'equity Group share, not re.evaluated (a)
Valuation Reserve
incl. BNP Paribas Capital
Total Capital rato
Ter One Ratio (b)
42.5
4,0
1.8
10.5%
7.3%
37.2
5.0
2.2
10.570
7.AYo
l,/ truruurrg uiludrsu pdr[urpdulg uuururrdruu iluru dilu d[tst uuuiltalcu utsutuuuoil.
(b) 0n estimated risk weighted assets respelively of €520.4bn as at30.09.07 and €465.2bn as al 3'1.12.06.
PARTIES
OUR REGISTERED OFFICE
Herengracht 440
NL-1017 BZ Amsterdam
The Netherlands
THE GUARANTOR’S REGISTERED OFFICE
16, Boulevard des Italiens
75009 Paris
France
Place of Business in Hong Kong
59th-63rd Floors
Two International Finance Centre
8 Finance Street
Central
Hong Kong
SPONSOR
Paribas Asia Equity Limited
59th-63rd Floors
Two International Finance Centre
8 Finance Street
Central
Hong Kong
LEGAL ADVISORS AS TO HONG KONG LAW
Mallesons Stephen Jaques
37th Floor
Two International Finance Centre
8 Finance Street
Central
Hong Kong
AUDITORS TO THE ISSUER
Deloitte Accountants B.V.
Orlyplein 10
1043 DP Amsterdam
P.O. Box 58110
1040 HC Amsterdam
Netherlands
AUDITORS TO THE GUARANTOR
Deloitte & Associs PricewaterhouseCoopers Audit Mazars & Guerard
185, avenue Charles de Gaulle 63, rue de Villiers
92524 Neuilly-sur-Seine Cedex 92208 Neuilly-sur-Seine Cedex
France
61, rue Henri Regnault
92400 Courbevoie
France
LIQUIDITY PROVIDER
BNP Paribas Securities (Asia) Limited
59th-63rd Floors
Two International Finance Centre
8 Finance Street
Central
Hong Kong
Supplemental Listing Document for Warrants issued by BNP Paribas Arbitrage Issuance B.V. |
