PROHIBITION OF SALES TO UK 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 United Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
Notwithstanding the foregoing, if the Issuer subsequently prepares and publishes a key information document under the UK PRIIPs Regulation in respect of the notes, then the prohibition on the offering, sale or otherwise making available of the notes to retail investors as described above shall no longer apply.
Final Terms No. 984 to the Base Prospectus dated April 14, 2023, as supplemented
The Goldman Sachs Group, Inc.
Euro Medium-Term Notes, Series F
Legal Entity Identifier (LEI): 784F5XWPLTWKTBV3E584
Up to EUR 70,000,000 Fixed to Floating Rate Notes due August 2028 (the "Notes")
(referred to by the Distributor as "GS Interest Rate Fix to Floating EUR Agosto 2028")
Contractual Terms:
________________
Terms used herein shall be deemed to be defined as such for the purposes of the General Note Conditions set forth in the Base Prospectus dated April 14, 2023, as supplemented by Prospectus Supplement No. 1 dated April 19, 2023 and Prospectus Supplement No. 2 dated May 4, 2023 (the "Base Prospectus"), which is a base prospectus for the purposes of the Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with such Base Prospectus. 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 is available for viewing at www.luxse.com and during normal business hours at the registered office of the Issuer, and copies may be obtained from the specified office of the Paying Agent in Luxembourg. These Final Terms are available for viewing at www.luxse.com and on the websites www.goldman-sachs.it and www.gruppomps.it.
A summary of the Notes is attached to these Final Terms.
4864-1180-9629 v.8
Tranche Number | F-984 |
Face Amount | Up to EUR 70,000,000 |
(Aggregate Notional | |
Amount) | |
Denomination | EUR 1,000 |
Minimum Investment | EUR 1,000 and multiples of EUR 1,000 thereafter |
Type of Note | Fixed Rate / Floating Rate Series F Note |
Specified Currency | Euro ("EUR") |
Trade Date | The final date of the Offer Period, scheduled to be August 4, 2023 |
Original Issue Date | August 9, 2023 |
(Settlement Date) | |
ISIN Code | XS2552823879 |
Common Code | 255282387 |
Valoren Number | 125064529 |
Stated Maturity Date | August 9, 2028 |
Original Issue Price | 100.00 per cent. of the Face Amount |
Net Proceeds to | A minimum of 96.60 per cent. of the Face Amount |
Issuer | |
Original Issue | Not Applicable |
Discount | |
Amount Payable at | 100% of the Face Amount outstanding on the Stated Maturity Date |
Maturity | |
(Final Redemption | |
Amount) | |
Indexed (Participation | Not Applicable |
Notes) |
Yield to Maturity
Interest Rate Note Provisions
4864-1180-9629 v.8
Not Applicable
Applicable
For the Interest Periods Relating to the Interest Payment Dates Originally Scheduled for February 9, 2024 and August 9, 2024 (the "Fixed Rate Period")
Fixed Rate: Applicable
See "General Note Conditions---InterestRates-Fixed Rate Notes" Interest Rate: 3.00% per annum
Interest Payment Dates: February 9, 2024 and August 9, 2024
Day Count Fraction: 30/360
For the Interest Periods Relating to the Interest Payment Dates Originally Scheduled for February 9, 2025 and thereafter through the Stated Maturity Date (the "Floating Rate Period")
Floating Rate: Applicable
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See "General Note Conditions---InterestRates-Floating Rate Notes" | |||
Interest Rate: A rate per annum equal to the Base Rate plus the Spread, subject | |||
to the Minimum Rate and the Maximum Rate | |||
Base Rate Type: Term Rates | |||
Base Rate: The six-month offered rate for deposits in Euros (EURIBOR) as it | |||
appears on the Relevant Screen Page (or any successor or replacement service | |||
or page) at the Relevant Time on the relevant Interest Determination Date | |||
Screen Term Rate Determination: Not Applicable | |||
Relevant Screen Page: EURIBOR6MD= | |||
Relevant Time: 11:00 A.M., Brussels time | |||
Underlyer Maturity: Six-month | |||
Underlyer Currency: EUR | |||
Minimum Rate: 2.00% per annum | |||
Maximum Rate: 5.00% per annum | |||
Spread: 0.41% per annum | |||
Base Rate 0% Floor: Not Applicable | |||
Interest Determination Dates: The second TARGET Business Day preceding | |||
the first day of such Interest Period | |||
Interest Reset Dates: The first day of the Interest Period | |||
Interest Payment Dates: February 9 and August 9 of each year, beginning with | |||
February 9, 2025 and up to and including the Stated Maturity Date | |||
Original Primary Rate Fallback: Applicable | |||
Day Count Fraction: 30/360 | |||
Non-Scheduled Early | |||
Par Plus Accrued | |||
Repayment Amount | |||
Interest | August 9, 2023 | ||
Commencement Date | |||
Interest Payment | February 9 and August 9 of each year, beginning with February 9, 2024 and | ||
Dates | up to and including the Stated Maturity Date. | ||
Interest Period | The period from and including an originally scheduled Interest Payment Date | ||
(or the Interest Commencement Date, in the case of the initial Interest Period) | |||
to but excluding the next succeeding originally scheduled Interest Payment | |||
Date (or the originally scheduled Stated Maturity Date, in the case of the final | |||
Interest Period). | |||
Calculation Basis | Per Denomination | ||
Regular Record Dates | 1 Business Day | ||
Additional | Not Applicable | ||
Redemption Rights at | |||
the Option of the | |||
Issuer | |||
Repurchase at the | Not Applicable | ||
Holder's Option | |||
Redemption Upon | Applicable | ||
Change in Law |
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4864-1180-9629 v.8
Gross-up and Call in
the Case of Tax Law
Changes
Non-Default Business Day
Additional Business Centre
Business Day
Convention
Final BDC Procedure
Intended to be held in a manner which would allow Eurosystem eligibility
Form of Notes
Any Clearing System(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme and the relevant identification number(s):
Calculation Agent
Listing and Admission to Trading
4864-1180-9629 v.8
Not Applicable
Not Applicable
None
Following, Unadjusted
Not Applicable
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 intra-day 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.
Registered global notes only, registered in the name of a nominee of a common depositary or safekeeper for Euroclear and Clearstream, Luxembourg
Not Applicable
Goldman Sachs International
Application will be made by Banca Monte dei Paschi di Siena S.p.A. (comprising MPS Capital Services Banca per le Imprese S.p.A. by merger by incorporation effective as of May 29, 2023) in its capacity as lead manager ("MPS" or the "Lead Manager") for the Notes to be admitted to trading on the EuroTLX market, a multilateral trading facility organised and managed by Borsa Italiana S.p.A. (the "EuroTLX Market"), which is not a regulated market for the purposes of Directive 2014/65/EU on Markets in Financial Instruments (as amended, "MiFID II"). The Lead Manager expects that trading of the Notes on the EuroTLX Market will commence on or around five (5) Business Days from the Original Issue Date, but no assurances can be given that admission to trading will be granted (or, if granted, will be granted by the Original Issue Date). The Lead Manager will act as liquidity provider (specialist) in accordance with the conditions of the Regulation of the EuroTLX Market, available for viewing on the website www.borsaitaliana.it. The execution of sale and purchase orders on the EuroTLX Market will occur
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pursuant to the operational rules of the EuroTLX Market, published on the | |
website www.borsaitaliana.it. | |
Finally, MPS expressly reserves the right to trade the Notes on its own | |
account outside of any trading venues and to act as market maker and/or | |
liquidity provider in accordance with the rules and regulations of MiFID II, as | |
implemented in Italy and in accordance with the guidelines issued by the | |
supervision authorities. In such events, MPS shall provide bid/ask quotes for | |
the amount of the Notes effectively placed, to be determined based on the | |
market conditions from time to time prevailing. The price so determined, in | |
the case of "ask quotes" (purchase by the investor), shall be increased by a | |
margin of up to a maximum of 0.50 per cent. (0.50%); in case of "bid quotes" | |
(sale by the investor), it shall be reduced by a margin of up to a maximum of | |
2.50 per cent. (2.50%). | |
There is no duty to maintain the listing (if any) of the Notes on the relevant | |
stock exchange(s) over their entire lifetime. The Notes may be suspended | |
from trading and/or de-listed at any time in accordance with applicable rules | |
and regulations of the relevant stock exchange(s). | |
Credit Ratings | The Notes to be issued have not been rated. |
Interests of Natural | Save for any fees payable to MPS both in its capacity as Lead Manager and |
and Legal Persons | in its capacity as distributor (the "Distributor") and save as disclosed in |
Involved in the | section "Additional Information" below, so far as the Issuer is aware, no |
Issue/Offer | person involved in the offer of the Notes has an interest material to the offer. |
Goldman Sachs International (the "Dealer"), MPS and their affiliates have | |
engaged, and may in the future engage, in investment banking and/or | |
commercial banking transactions with, and may perform other services for, | |
the Issuer and its affiliates in the ordinary course of business. | |
Section 871(m) | The Issuer has determined that the Notes will not be subject to withholding |
under Section 871(m) of the U.S. Internal Revenue Code. | |
Postponement | Applicable |
Following FX | |
Disruption Event and | |
Payments in USD |
Final Terms, dated June 23, 2023
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The Notes may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as such terms are defined in Regulation S under the Securities Act). These Final Terms are not for use in, and may not be delivered to or inside, the United States.
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4864-1180-9629 v.8
Attachments
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Disclaimer
Banca Monte dei Paschi di Siena S.p.A. published this content on 23 June 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 23 June 2023 08:09:10 UTC.