AVVISO n.14373 Mittente del comunicato Societa' oggetto dell'Avviso Oggetto
Testo del comunicato Si veda allegato.
Disposizioni della Borsa
01 Agosto 2008
SeDeX − INV. CERTIFICATES
:
Borsa Italiana
:
NOMURA BANK INTERNATIONAL
:
Inizio negoziazione Investment Certificates− classe B "Nomura Bank International Plc"
Strumenti finanziari:
“Bonus Certificates su azione Telecom Italia S.p.A.”
Emittente:
Nomura Bank International Plc.
Rating Emittente:
Società di Rating
Long Term
Data Report
Standard & Poor’s
A
30/08/2006
Oggetto:
INIZIO NEGOZIAZIONI IN BORSA
Data di inizio negoziazioni:
5 agosto 2008
Mercato di quotazione:
Borsa - Comparto SEDEX “segmento investment certificates – classe B”
Orari e modalità di negoziazione:
Negoziazione continua e l’orario stabilito dall’art. IA.5.1.6
Operatore incaricato ad assolvere l’impegno di quotazione:
Nomura Bank International Plc. Codice specialist: 4821
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE “Bonus Certificates su azione Telecom Italia S.p.A.” Quantitativo minimo di negoziazione di ciascuna serie:
Impegno giornaliero ad esporre prezzi denaro e lettera per ciascuna serie:
vedasi scheda riepilogativa delle caratteristiche dei certificates (colonna “Lotto Neg.”)
vedasi scheda riepilogativa delle caratteristiche dei certificates (colonna “N.Lotti M.M.”)
Tipo di liquidazione:
monetaria
Modalità di esercizio:
europeo
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 5 agosto 2008, gli strumenti finanziari “Bonus Certificates su azione Telecom Italia S.p.A.” verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives. Allegati: - Scheda riepilogativa delle caratteristiche dei certificates; - Estratto del prospetto di quotazione dei certificates.
Serie
1
Isin
Sigla
GB00B2PKRM99 RNOMTI
venerdì 1 agosto 2008
SIA
Descrizione
52158 NMTELBON1,736135%B10
Sottostante
Az.Telecom Italia S.p.A.
Barriera
1,302
Scadenza.
27/02/2010
Parità
1
Ammontare Lotto Neg. N.Lotti MM
1728100
100
30
Pagina 1 di 1
Val.Iniziale Bonus
1,736
135%
FINAL
TERMS
Nomura Bank International pic Issue of up to 4,000,000 Telecom Italia Bonus Certifcates (the "Securities")
Amended and Restated as on July 2008
Tenn used herein shall be deemed to be defined as such for the purposes of the Tenn and Conditions set out in the Bonus Certificates Base Prospectus dated 6 August 2007, as supplemented by the Supplement to the Base Prospectus dated 19 September 2007 and the Supplement to the Base Prospectus dated 11 February 2008, which
must be read in conjunction with this document dated 13 February 2008. Full informtion on the Issuer and the Securities is only available on the basis of the combination of the Prospectus and these Final Tenn. These documents may be viewed at the registered offce of the Issuer from where copies may also be obtained or at www.altrus.com.This document constitutes the Final Terms of the Securities described herein for the puroses of Article 5.4 of
2
Directive 2003/71/EC (the "Prospectus Directive").
Issuer:
Nomura Bank International plc
Principal Agent:
BNP Paribas Securities Services, Milan Branch
Calculation Agent:
Nomura International plc
Series Number
Not Applicable
Name by which the Securities are to be known:
Telecom Italia Bonus Certificates. The Securities are Bonus Certificates.
Tranche:
3
Aggregate Nominal Amount or Total Number of Securities which are the subject of the Issue:
Series: up to 4,000,000 Securities having an Aggregate Nominal Amount equal to the Nominal Amount per Security multiplied by number of Securities in respect of which applications are made (such amount to be notified pursuant to article 8 of the Prospectus Directive)
Aggregate Nominal Amount equal to the Nominal Amount per Security multiplied by number of Securities in respect of which applications are made (such amount to be notified pursuant to article 8 of the Prospectus Directive) Tranche: up to 4,000,000 Securities having an
4
Form:
Bearer Global Security
5
Issue Price:
Entitlement which will be notified pursuant to article 8
A0839916110.0/27 Sep 2007
of
the Prospectus Directive
6
Nominal Amount:
Entitlement which will be notified pursuant to article 8 of Prospectus Directive
7
Issue Date:
27 February 2008
Interest Commencement Date:
Not Applicable
8
Business Centre(s):
London, New York, Milan and TARGET
9
Method of Distribution:
Non-Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) 10 Fixed Rate Security Provisions: Not Applicable
11 Floating Rate Security Provisions:
Not Applicable
12 Variable linked interest Securities
Not Applicable
Provisions:
PROVISIONS RELATING TO SETTLEMENT
13 Entitlement:
Initial Reference Asset Price
14 Settlement Amount: (i) Initial Reference Asset Price:
The Reference Asset Price of the Reference Asset on the Initial Fixing Date
(ii) Lower Performance Barrier:
75 per cent.
(iii) Observation Date:
Not Applicable
(iv) Observation Period:
From (and including) 21 February 2008 to and including the Valuation Date in respect of that Reference Asset excluding any day which is a Disrupted Day in respect of such Reference Asset other than Valuation Date
(v) Upper Performnce Barrier:
135 per cent.
(vi) Valuation Time (for the purpose of at any time during the regular trading hours on the determning the Barrier Price): Exchange 15
Reference Asset Selection:
Not Applicable
16
Minimum Assurance:
Not Applicable
17
Initial Fixing Date:
20 February 2008
18
Physical Delivery Option:
Not Applicable
19
Exercise Style:
Automatic Exercise
A08399161/0.0/27 Sep 2007
2
20
Averaging:
Not Applicable
21
Settlement Cunency:
Euro ("EUR")
22
Valuation Date:
22 February 2010
23
Exercise Date:
The date falling 1 Business Day following the Valuation Date.
24
Settlement Date:
The date falling 5 Business Days following the Valuation Date.
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES 25 Financial Centre(s) or other special
London, Milan and TARGET
provisions relating to Payment Day(s): 26 Other Terms ofIssue:
Not Applicable
DISTRIBUTION
27 If syndicated, (i) names and addresses of
Applicable
Managers Not
28 Ifnon-syndicated, name and address of Nomura International plc Manager:
29 Distributor(s): Banca Intermobiliare S.p.A. 30 Offer Period: 13 February 2008 to 16:00 on 18 February 2008 31 (i) Maximum Nominal Amount of
up to 4,000,000 Certificates x Nominal Amount
the Offer (ii) Minimum Nominal Amount of
Applicable
the Not
Offer
(iii) Number of Securities Subject to
Up to 4,000,000 Securities
the Offer:
32 Right to Modify Basket of Shares prior Not Applicable to Issue Date - Information with respect to an Affected Reference Asset:
33 Maximum Amount of Application: Not Applicable
34 Minimum Amount of Application: 100 Certificates 35 Date for delivery of Securities to On or around 27 February 2008
purchasers' respective book-entr securities accounts:
36 Commssion charged by Distrbutor: 70 basis points of the Nominal Amount
37 Right to cancel: (i)
Minimum Participation:
Not Applicable
(ii)
Minimum Number:
500,000 Securities
A0839916110.012 Sep 2007
3
38 Territories into which the Securities are Italy proposed to be offered: 39 Additional Selling Restrictions: Not Applicable
LISTING AND ADMISSION TO TRAING APPLICATION
40 Listing:
Borsa Italiana S.p.A.
41 Admission to trading:
An application will be made for the Securities to be admitted to trading on SEDEX at Borsa Italiana S.p.A.
OPERATIONAL INFORMATION 42 Clearing System(s) and applicable
Monte Titoli S.p.A.
ISIN Code: GBOOB2PK.99
codes:
Common Code: 034707286
43 Delivery:
Delivery against payment
44 Names and addresses of additional
Not Applicable
agent( s), if any:
MISCELLANEOUS 45 Cut-off
Date:
46 Physical Delivery Cut-Off
47 Exchange Rate Basis:
A0839916110.0/27 Sep 2007
8 Business Days after the relevant Scheduled Trading Day for Shares
Date:
Not Applicable Not Applicable
4
a "Share"
Type
EUR
Reference Asset Currency
The Reference Asset Price on the Initial Fixing Date
Asset Price
Initial Reference
A0839916110.0/27 Sep 2007
Information as to the historic and cunent performance and volatility of
Telecom Italia S.p.A
Reference Asset
1M
www.borsa italiana.it
Website
Borsa Italiana S.p.A.
Exchange
Exchange
Time on the
The Scheduled Closing
Valuation Time
5
the Reference Assets may be found on the Bloomberg listed in the table directly above.
TIT Equity
Bloomberg/ Reuters Code(s)
48 The Reference Asset and information relating thereto, for the purpose of Condition 22, means the following:
REFERENCE ASSETS
These Final Terms comprise the final terms required to list and have admitted to trading the issue of Nomura Bank International pIc
Securities described herein pursuant to the Prospectus of
RESPONSIBILITY The Issuer accepts responsibility for the information contained in these Final Terms. The Issuer confirms that, having taken all reasonable care to ensure that such is the case, the information contained in these Final Terms is, to the best of the Issuer's knowledge, in accordance with the facts and contains no omission likely to affect its import. Signed on behalf of the Issuer:
By:
Duly auth~-- --_.-.-_....
By ~~;~............................................... NOTIFICATION The Financial Services Authority has provided the Commssione Nazionale per Ie Società e la Borsa with
a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE So far as the Issuer is aware, no person involved in the issue of
the offer.
A08399161/0.0/27 Sep 2007
6
the Securities has an interest material to
TERMS AND CONDITIONS OF THE SECURITIES
General Terms and Conditions The General Terms and Conditions that follow relate to the Securities and must be read in conjunction with the Final Terms. The General Terms and Conditions and the Final Terms together constitute the “Terms and Conditions” applicable to the Securities. Non-italicised text within square brackets indicates that the text is optional or alternative. The applicable text which will form part of the Terms and Conditions of a particular series of Securities shall be specified for each issue of Securities. Italicised text in square brackets indicates details which are, if applicable, to be specified for each issue of Securities.
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Form of, and Title to, the Securities [Where the Securities are expressed to be in registered form: A Global Security in respect of the Securities shall be deposited outside the United Kingdom with (i) where the Clearing Systems are Euroclear and Clearstream, Luxembourg, the common depositary for such Clearing Systems, or (ii) in the case of any other Clearing System, the depository for such Clearing System. Securities in definitive form shall not be issued. Each person (other than a Clearing System to the extent that it appears on the books of another Clearing System) who is for the time being shown in the records of such Clearing System as the holder of a particular nominal amount or unit quantity of such Securities (in which regard any certificate or other document issued by such Clearing System as to the nominal amount, or unit quantity, of Securities standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated for all purposes by the Issuer, all Agents and the relevant Clearing System(s) as the holder thereof, notwithstanding any notice to the contrary (and the expression “Holder” and related terms shall be construed accordingly). Transfers of Securities held through a relevant Clearing System may only be effected through such relevant Clearing System [and [specify others]]. Title will pass upon registration of the transfer in the books of such relevant Clearing System and such Securities shall accordingly be in registered form. ] [Where the Securities are in bearer global security form: The Securities shall be represented at all times by a Global Security deposited outside the United Kingdom with (i) where the Clearing Systems are Euroclear and Clearstream, Luxembourg, the common depositary for such Clearing Systems, or (ii) in the case of any other Clearing System, the depository for such Clearing System. Securities in definitive form shall not be issued. Subject as set out below, title to the Securities will pass by delivery. The Issuer and all Agents shall deem and treat the bearer of the Global Security as the absolute owner thereof (whether or not overdue and notwithstanding any notice of ownership or writing thereon or notice of any previous loss or theft thereof) for all purposes but without prejudice to the provisions set out in the next succeeding paragraph. Where the Securities are represented by a Global Security which is held by or on behalf of a Clearing System, each person (other than one Clearing System to the extent that it appears on the books of another Clearing System) who is for the time being shown in the records of such Clearing System as the holder of a particular nominal amount or unit quantity of such Securities (in which regard any certificate or other document issued
15
by such Clearing System as to the nominal amount, or unit quantity, of Securities standing to the account of any person shall be conclusive and binding for all purposes save in the case of manifest error) shall be treated for all purposes by the Issuer and all Agents as the holder thereof in accordance with and subject to the terms of the relevant Global Security (and the expression “Holder” and related terms shall be construed accordingly) except and to the extent of any payment or delivery obligations, the right to which shall vest as regards the Issuer and all Agents, solely in the bearer of the Global Security. Securities which are represented by a Global Security will be transferable in the records of the relevant Clearing System only in accordance with applicable law in the relevant jurisdiction and the rules and procedures for the time being of the relevant Clearing System.]
2
Status The Securities are direct, unconditional, unsubordinated unsecured obligations of the Issuer and shall at all times rank pari passu and without prejudice among themselves and (subject as aforesaid and save for exceptions as may be provided by applicable legislation) at least equally with all other present and future unsecured and unsubordinated obligations of the Issuer from time to time outstanding.
3
Purchases, Further Issues, Prescription and Cancellation 3.1
Purchases The Issuer or any Subsidiary may at any time purchase Securities at any price in the open market or otherwise. Such Securities may be held, reissued, resold or cancelled, at the option of the relevant purchaser.
3.2
Further Issues The Issuer shall be at liberty from time to time without the consent of the Holders to create and issue further Securities having terms and conditions the same as the Securities or the same in all respects save for the amount, issue price and date of the first payment of interest thereon and so that the same shall be consolidated and form a single series with the outstanding Securities.
3.3
Prescription Claims in respect of bearer Securities shall become void unless the relevant Global Security is presented within a period of five years of the due date for the relevant payment or delivery. Any Securities which are subject to provisions relating to their exercise shall be void if not exercised in accordance with their provisions.
3.4
Cancellation All Securities which are redeemed or exercised (as the case may be) will be cancelled with immediate effect. All Securities so cancelled and Securities purchased and cancelled as described above shall be forwarded to the Agent and cannot be reissued or resold. The Issuer shall put in the effect such measures as it considers appropriate for recording such reduction in the nominal amount or unit quantity (as the case may be).
4
Payment 4.1
General If Securities are exp ressed to be in registered form, unless the Physical Delivery Option applies and the Issuer elects to exercise such Physical Delivery Option, the Issuer will pay or cause to be paid (i) on the relevant Coupon Payment Date, the Coupon Amount, if any, payable in respect of the relevant Securities and (ii) on the Settlement Date, the Settlement Amount in respect of the relevant Securities
16
(subject, if so required to their being duly exercised as provided hereunder), each such payment to be made in the Settle ment Currency to the relevant Clearing System for value, for credit to the Holder’s account in the relevant Clearing System. Payment shall be made through the relevant Clearing System only in accordance with the rules and regulations of such Clearing System(s) so utilised. If the Securities are represented by a Global Security in bearer form, payments or deliveries of Reference Assets in respect of Securities will (subject as provided below) be made (i) on the relevant Coupon Payment Date, in respect of the Coupon Amount, if any, payable in respect of the relevant Securities and (ii) on the Settlement Date in respect of the Settlement Amount (subject, if so required to their being duly exercised as provided hereunder), in each case against presentation or surrender, as the case may be, of such Global Security at the specified office of any Paying Agent outside the United States. A record of each payment or delivery made against presentation or surrender of such Global Security will be made on such Global Security by the Paying Agent to which such Global Security is presented for the purpose of making such payment or delivery, and such record shall be prima facie evidence that the payment or delivery in question has been made. The holder of a Global Security in bearer form shall be the only person entitled to receive payments in respect of Securities represented by such Global Security and the Issuer will be discharged by payment or delivery to, or to the order of, the holder of such Global Security in respect of each amount so paid or delivered. Each of the persons shown in the records of the relevant Clearing System as the beneficial holder of a particular nominal amount of Securities represented by such Global Security must look solely to the relevant Clearing System for his share of each payment or delivery so made by the Issuer to, or to the order of, the holder of such Global Security. No person other than the holder of such Global Security shall have any claim against the Issuer in respect of any payments or deliveries due on that Global Security. Payments will be subject in all cases to any fiscal or other laws and regulations applicable thereto, but without prejudice to the provisions concerning taxation in the Conditions.
4.2
Payment Day If the date for payment of any amount in respect of any Security is not a Payment Day, the holder thereof shall not be entitled to payment until the next following Payment Day in the relevant place and shall not be entitled to any further interest or other payment in respect of any such delay.
5
Substitution 5.1
Substitution of Issuer The Issuer, or any previously substituted company, may at any time, without the consent of Holders, substitute for itself as principal obligor under the Securities any company (the “Substitute Issuer”), subject to: 5.1.1
the obligations of the Substitute Issuer under the Securities being guaranteed by the Issuer or by Nomura Holdings Inc. (unless such company is itself the Substitute Issuer);
5.1.2
all actions, conditions and things required to be taken, fulfilled and done (including the obtaining of necessary consents) to ensure that the Securities represent legal, valid and binding obligations of the Substitute Issuer having been taken, fulfilled and done and being in full force and full effect; and
5.1.3
the Issuer having given at least 30 days’ prior notice of the date of such substitution to the Holders in accordance with these Conditions.
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5.2
Substitution of Office The Issuer having given at least 30 days’ prior notice of the date of such substitution to the Holders in accordance with these Conditions, the Issuer may change the office through which it is acting and specify the date of such change in such notice.
6
Hedging Disruption 6.1
Notification The Issuer shall as soon as reasonably practicable give notice in accordance with the provisions of these Terms and Conditions if it determines that it is unable, after using commercially reasonable efforts (taking into account: 6.1.1
the adoption of or change in any applicable law or regulation (including, without limitation, any tax la w); or the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority) (“Applicable Law”);
6.1.2
with regard to a party with whom the Issuer has entered into one or more transactions, the purpose of which is hedging the price risk of the Reference Asset(s), the fact of or likelihood of the occurrence of a material decline, as determined by the Issuer, in the creditworthiness of such party;
6.1.3
the general unavailability, as determined by the Issuer, of (A) market participants who will agree to enter into one or more transactions, the purpose of which is hedging the price risk of the Reference Asset(s); or (B) market participants who will so enter into such transactions on commercially reasonable terms; and
6.1.4
such other factors as it considers appropriate including the market price for such instruments),
to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the price risk of the Reference Asset(s) as regards entry into, and performance of, its obligations with respect to the relevant Securities thereunder); or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s) (each such event a “Hedging Disruption Event”) and shall in such notice specify the consequences of such Hedging Disruption Event as determined by it as described below.
6.2
Consequences The Issuer may, in the event of a Hedging Disruption Event, determine to: 6.2.1
terminate the Securities and in such circumstances, the Issuer will if, and to the extent, permitted by the Applicable Law and to the extent that it determines it not to be onerous pay to each Holder in respect of each Security an amount calculated by it as the fair market value of the relevant Security as applicable immediately prior to such termination (ignoring such Hedging Disruption Event) less the cost to the Issuer of unwinding any related hedging arrangements;
6.2.2
make an adjustment in good faith to the relevant Reference Asset(s) or any of them by removing such Reference Asset(s) from the calculations used in the Securities at its fair market value (which may be zero). Upon any such removal, the Issuer may: (A) hold any proceeds notionally arising in connection therewith and adjust the terms of the Securities as regards payment and/or delivery in respect of the Securities; or (B) notionally reinvest such proceeds
18
into other reference asset(s) as appropriate, at the Calculation Agent’s discretion (including the reference asset(s) to which the Securities relate); and 6.2.3
make any other adjustment to the Terms and Conditions as it considers appropriate.
Notwithstanding the other provisions concerning Hedging Disruption as set out in these Terms and Conditions, no amount payable as a consequence of these Terms and Conditions shall, if such Security is expressed to be subject to Minimum Assurance, be less than the present value (such present value being determined by the Calculation Agent) of the amount which would have been paid in respect of the relevant Security as the Minimum Assured Return.
7
Taxation The Issuer shall not be liable for or otherwise obliged to pay any tax, duty, withholding or other similar payment which may arise as a result of the ownership, transfer or exercise of any Securities. In relation to each Security the relevant Holder shall pay all Expenses. All payments or, as the case may be, deliveries in respect of the Securities shall in all cases be subject to all applicable fiscal and other laws and regulations (including, where applicable, laws requiring the deduction or withholding for, or on account of, any tax duty or other charge whatsoever). The Holder shall be liable for and/or pay any tax, duty or charge in connection with the ownership of and/or any transfer, payment or delivery in respect of the Securities held by such Holder. The Issuer shall have the right, but shall not be obliged, to withhold or deduct from any amount payable such amount, as shall be necessary to account for or to pay any such tax, duty, charge, withholding or other payment.
8
Determinations and Modifications and Meetings 8.1
Determinations All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained for the purposes of the provisions of these Terms and Conditions, by the Issuer, the Calculation Agent, the Clearing System and any Agents shall (in the absence of wilful default, bad faith or manifest error) be final, binding and conclusive on the Holders and (in the absence as aforesaid) no liability to the Issuer the Calculation Agent, the Clearing System and any Agents in connection with the exercise or non-exercise by it of its powers, duties and discretions pursuant to such provisions.
8.2
Modifications The Issuer may, without the consent of the Holders, or any of them, modify any provisions of the Terms and Conditions provided it considers that: 8.2.1
any such modification is not materially prejudicia l to the interests of the Holders; or
8.2.2
any modification of the Securities is of a formal, minor or technical nature or is made to correct a manifest error or to comply with mandatory provisions of the laws of England and Wales.
Any such modification shall be binding on the Holders and any such modification shall be notified to the Holders in accordance with the Terms and Conditions as soon as reasonably practicable thereafter; provided, however, that any failure to give such notice in the prescribed manner or at all, or nonreceipt thereof, shall not affect the validity of any such modification.
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8.3
Meetings The Agency Agreement contains provisions for the convening meetings of the Holders to consider any matter affecting their interests, including the sanctioning by Extraordinary Resolution (as defined in the Agency Agreement) of a modification of the Securities. Such a meeting may be convened by Holders holding not less than 10 per cent. in nominal amount of the Securities or, in the case of Securities which are traded in units, 10 per cent. of the quantity of Securities, for the time being remaining outstanding or by the Issuer. The quorum at any such meeting for passing an Extraordinary Resolution is one or more persons holding or representing a clear majority in nominal amount of the Securities for the time being outstanding, or at any adjourned meeting one or more persons being or representing Holders whatever the nominal amount of the Securities so held or represented, except that at any meeting the business of which includes the modification of certain provisions of the Securities (including modifying the Exercise Date or the Settlement Date of the Securities or any date for payment of interest thereon, reducing or cancelling the amount of principal or the rate of interest payable in respect of the Securities, altering any provisions relating to the delivery of any asset, if applicable, on redemption of the Security or altering the currency of payment of the Securities) or certain of the provisions of the Agency Agreement, the necessary quorum for passing an Extraordinary Resolution will be one or more persons holding or representing not less than two-thirds, or at any adjourned such meeting not less than one-third, in nominal amount of the Securities for the t ime being outstanding. An Extraordinary Resolution passed at any meeting of the Holders shall be binding on all the Holders, whether or not they are present at the meeting.
9
Early Termination The Issuer may terminate the Securities in whole, but not in part, any time if it shall have determined in its sole and absolute discretion that due to Applicable Law, that it has become illegal to hold, acquire or dispose of the Reference Asset(s) or any of them relating to the Securities; or it will incur a materially increased cost in performing its obligations under such transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position) (an “Issuer Early Termination”). In such circums tances, the Issuer will if, and to the extent, permitted by the Applicable Law pay to each Holder in respect of each Security an amount calculated by it as the fair market value of the Security immediately prior to such Issuer Early Termination (ignoring such illegality) less the cost to the Issuer of unwinding any related hedging arrangements. Payments will be made in the manner set out in a notice to be issued under these Terms and Conditions.
10 Agents 10.1 Principal Agent, Agents and Calculation Agent The Issuer is entitled to vary or terminate the appointment of any Agent and/or appoint additional or other Agents or Calculation Agent and/or approve any change in the specified office through which any such Agent or Calculation Agent acts, provided that: 10.1.1 so long as the Securities are listed, quoted and/or traded on any stock exchange, competent
listing authority and/or quotation system there will at all times be an Agent with a specified office in each place as may be required by the rules and regulations of the relevant stock exchange, competent listing authority and/or quotation system with responsibility for making payments and settlements; and 10.1.2 there will at all times be a Calculation Agent.
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10.2 Delegation The Calculation Agent (except where it is the Issuer) may delegate, with the consent of the Issuer, any of its obligations and functions to a third party as it deems appropriate. Where the Calculation Agent is the Issuer it may delegate any of its obligations and functions to a third party as it deems appropriate.
10.3 Liability In acting under the Agency Agreement the Principal Agent, the Calculation Agent and each Agent will act solely as agents of the Issuer and will not assume any obligations or relationships of agency or trust to or with the Clearing System or the Holders. The Agency Agreement contains provisions for the indemnification of each of the Agents and the Calculation Agent and for their relief from responsibility in certain circumstances, and entitles any of them to enter into business transactions with the Issuer without being liable to account to the Holders for any resulting profit. The Agency Agreement also contains provisions permitting any entity into which any Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor agent. In the absence of gross negligence or wilful misconduct on its part, none of the Issuer, the Principal Agent, the Calculation Agent or any Agent shall have any responsibility for any errors or omissions in the calculation of the Settlement Amount or the Coupon Amount
11 Miscellaneous 11.1 Verification In respect of any communication from a Holder, the relevant Holder must provide evidence in form and substance reasonably satisfactory to the Principal Agent as to such Holder’s holding of such quantity of Securities. Payment (whether on account of a Coupon Amount or of the Settlement Amount or any other amount arising under the Securities) or delivery of any Reference Asset Amount arising under the Securities may be withheld until such time as such evidence is so produced.
11.2 Settlement Risk Settlement of the Securities is subject to all applicable laws, regulations, policies and practices in force at the relevant time and none of the Issuer, any Agent or the Principal Agent shall be liable to any person if it unable to effect the transactions contemplated as a result of any such laws, regulations, policies or practices. None of the Issuer, any Agent or the Principal Agent shall under any circumstances be liable for any acts of default of any Clearing System in relation to the performance of its duties in relation to the Securities.
11.3 Validity of Notices by Issuer All announcements and notices regarding the Securities given by the Issuer shall be valid if published via the applicable Clearing System(s) and otherwise in accordance with the rules and regulations of any stock exchange, competent listing authority and/or quotation system (or any other relevant authority) on or by which the Securities are for the time being listed, quoted and/or traded.
11.4 Delivery of Notices by Issuer Any such notice given by the Issuer will be deemed to have been given on the day following its delivery to the applicable Clearing System or, if given to more than one Clearing System on the day following the date first delivered to a Clearing System) or if published in accordance with such rules
21
and regulations on the date of such publication (and if published on different dates) then on the date first published.
11.5 Validity of Notices by Hol der Notices to be given by any Holder shall be given by such Holder to the Agent via the relevant Clearing System in such manner as, and to the extent that, the Agent and the relevant Clearing System approve for this purpose.
11.6 Adjustments and Corrections to Prices If any price or level published on an Exchange or by an Index Sponsor or Reference Asset Issuer or its administrator or trustee and which in any case is utilised for any calculation or determination made with respect to the Securities is subsequently corrected and the correction is published by such party within one Settlement Cycle after the original publication, the Calculation Agent may (if it becomes aware of such correction and its publication within such period) determine the economic effect of such correction as regards the Securities and, to the extent appropriate, adjust the terms of the Securities to account for such correction provided that no such adjustment may be made later than two Business Days prior to the date of payment of an amount which would be affected by such adjustment. “Settlement Cycle” means the period following a trade in the Reference Asset in which settlement customarily occurs as determined by the Calculation Agent.
12 Contracts (Rights of Third Parties) Act 1999 No rights are conferred on any person under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Securities. This does not affect any right or remedy of any person which exists or is available apart from that Act.
13 Governing Law and Jurisdiction The Securities are governed by and shall be construed in accordance with English law. The courts of England are to have jurisdiction to settle any disputes that may arise out of or in connection with any Securities and accordingly any legal action or proceedings arising out of or in connection with any Securities may be brought in such courts.
14 Definitions and Interpretation “Agency Agreement” means the agency agreement with respect to the Securities as amended from time to time between the Principal Agent and the Issuer. “Agent” means BNP Paribas Securities Services, Luxembourg Branch as initial principal agent (the “Principal Agent”) [and [specify any other principal agent]] and BNP Paribas Securities Services, Luxembourg Branch as paying agent (the “Paying Agent”) [and [specify any other paying agent]], each acting through its specified office and together, the “Agents” which expression shall include any other Agent appointed pursuant to the Terms and Conditions. “Business Day” means a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments in the [specify Business Centre] and a day on which each Clearing System is open for business. “Calculation Agent” means [Nomura International p lc][Specify calculation agent].
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“Clearing System” means [Specify clearing system] and such further or alternative Clearing System(s) as may be approved by the Issuer from time to time and notified to the Holders in the manner prescribed in the Terms and Conditions (each a “Clearing System” and together the “Clearing Systems ”). “Clearing System Business Day” means a day on which the relevant Clearing System is open for business. “Clearstream, Luxembourg” means Clearstream Banking, société anonyme. [For Securities which are interest bearing: “Coupon Period” means, in respect of each relevant period, from (and including) one Coupon Payment Date to (but excluding) the next following Coupon Payment Date, except that the initial Coupon Period will commence on and include the Interest Commencement Date.] [For Securities linked to Reference Asset(s) that include Shares: “Cut-Off Date” means for a Disrupted Day with respect to a Share, a date determined by the Calculation Agent that is [Specify number] Business Days after the relevant Scheduled Trading Day.] [For Securities linked to Reference Asset(s) that include Indices: “Cut-Off Date” means for a Disrupted Day with respect to an Index, a date determined by the Calculation Agent that is [Specify number] Business Days after the relevant Scheduled Trading Day.] [For Securities linked to Reference Asset(s) that include Funds: “Cut-Off Date” means for a Disrupted Day with respect to a Fund, a date determined by the Calculation Agent that is [Specify number] Business Days after the relevant Scheduled Trading Day.] “Distributor” means [name and address of distributor]. “Delivery Notice” means the form of delivery notice as specified from time to time by the Issuer. “Disrupted Day” means, with respect to a Reference Asset, each day specified as such for the relevant Reference Asset. “Exchange Rate” means, where the Reference Asset Currency is different from the Settlement Currency, the rate of exchange between the Reference Asset Currency and the Settlement Currency (expressed as a number of units of the Settlement Currency for which the Reference Asset Currency can be exchanged) determined on the Exchange Rate Basis . “Exchange Rate Basis” means a basis as determined [by the Calculation Agent by reference to such sources as the Calculation Agent may determine to be appropriate at such time] [on the basis of a fixed rate of exchange of 1 unit of the Reference Asset Currency for [Specify number] units of the Settlement Currency]. [For European Style Exercise: “Exercise Date” means [Specify date].] “Exercise Notice” means the form of exercise notice as specified from time to time by the Issuer. [For American Style Exercise: “Exercise Period” means from and including [Specify date] to but excluding [Specify Date].] “Expenses” means, in relation to any Security, all taxes, duties and or expenses, including all applicable depository, transaction or exercise charges, stamp duties, stamp duty reserve tax, issue, registration, securities
23
transfer and/or other taxes or duties, arising in connection with (i) the exercise of such Security and/or (ii) any payment or delivery due following exercise or otherwise in respect of such Security. “Euroclear” means Euroclear Bank S.A./N.V. “Extraordinary Resolution” means a resolution passed at a meeting of Holders duly convened and held by a majority consisting of not less than three-quarters of the votes cast. “Financial Centre” means [provide details]. “Global Security” means a global security which represents the Securities and which is deposited with (i) where the Clearing Systems are Euroclear and Clearstream, Luxembourg, the common depositary for such Clearing Systems, or (ii) in the case of any other Clearing System, the depository for such Clearing System. “Initial Fixing Date” means, in respect of a Reference Asset, subject to adjustment in accordance with the Terms and Conditions and the Disrupted Day provisions relating to such Reference Asset, [Specify date] [the Issue Date] or, if such date is not a Scheduled Trading Day in respect of that Reference Asset, the next such Scheduled Trading Day. [For Securities for which are interest bearing: “Interest Commencement Date” means [?]] “Issue Date” means [insert date]. “Issue Price” means [[?] per cent. of the Aggregate Nominal Amount [plus accrued interest from [insert date] (if applicable)][[Specify currency] [Specify amount]] [An amount expressed in [Specify currency] which will be determined by the Issuer on [Specify date] [the Initial Fixing Date] [before the Issue Date] in the light of the then prevailing market conditions, subject to a maximum of [Specify currency][ Specify amount] per Security]. “Issuer” means Nomura Bank International Plc. “Market Disruption Event” means with respect to a Reference Asset each event specified as such in the Terms and Conditions. “Minimum Nominal Amount of the Offer” means [insert amount]. “Minimum Participation” means [?]. “Nominal Amount” in respect of each Security means [insert amount]. “Number of Securities subject to the Offer” means [?]. “Payment Day” means any day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in (i) the relevant place of presentation of the Securities if the Securities are expressed to be in bearer form, or on a Clearing System Business Day if the Securities are expressed to be in registered form, (ii) each Financial Centre and (iii) either: (a)
if the Settlement Currency is not Euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealing in foreign exchange and foreign currency deposits) in the principal financial centre of the country appropriate to the Settlement Currency (if other than the place of presentation of such Security); or
(b)
if the Settlement Currency is Euro, a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System (or any successor thereto) is open.
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“Physical Delivery Cut-Off Date” means a date determined by the Calculation Agent that is [Specify number] Business Days after the Relevant Day. “Reference Asset Amount” means the greatest transferable quantity of the relevant Reference Asset determined by the Calculation Agent of which the market value as at the relevant Valuation Date, as determined by the Calculation Agent is not greater than the relevant Settlement Amount. “Reference Asset Currency” means, in respect of a Reference Asset, the Reference Asset Currency specified as such under Condition 22. “Relevant Day” means a day on which a Reference Asset Price is to be determined. “Rounded” means, except with regard to Japanese Yen, that amounts in the Settlement Currency shall be rounded down to the nearest two decimal places in such currency with 0.005 being rounded downwards; and with regard to Japanese Yen, amounts in the Settlement Currency shall be rounded down to the nearest whole number of Yen, and “Rounding” and related expressions shall be construed accordingly. “Scheduled Closing Time” means, in respect of an Exchange or Related Exchange and a Scheduled Trading Day, the scheduled weekday closing time of such Exchange or Related Exchange on such Scheduled Trading Day, without regard to after hours or any other trading outside of the regular trading session hours. “Securities ” means the [insert name and title]. “Settlement Date” means the date falling [specify number of days] Business Days following the final Valuation Date. “Subsidiary” means any company which is a subsidiary and which is described as such in the consolidated accounts of Nomura Holdings Inc. “Valuation Date” means, subject to any Conditions pertaining to Baskets (if so specified), in respect of a Reference Asset, [insert Valuation Date] or, if such date is not a Scheduled Trading Day in respect of that Reference Asset, the Valuation Date in respect of that Reference Asset shall be the immediately following day which is a Scheduled Trading Day in respect of such Reference Asset unless in the opinion of the Calculation Agent, such day is a Disrupted Day in respect of that Reference Asset. If such day is a Disrupted Day then the relevant Consequence of Disrupted Day for such Reference Asset shall apply.
15 Averaging [For Securities for which averaging does not apply: Averaging is not applicable to these Securities.] [For Securities for which Averaging is to apply:
15.1 Definitions “Averaging Date” means an Averaging-In Date or, as the case may be, an Averaging-Out Date. “Final Reference Asset Performance” has the meaning provided to it in Condition 21. “Initial Reference Asset Price” has the meaning provided to it in Condition 21. “Reference Asset” has the meaning provided to it in Condition 21. “Reference Asset Performance” has the meaning provided to it in Condition 21.
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“Valid Date” means, in respect of a Reference Asset, a Scheduled Trading Day in respect of that Reference Asset that is not a Disrupted Day and on which another Averaging Date does not or is not deemed to occur.
15.2 Averaging and Averaging Dates [For Securities for which Averaging shall apply to the Initial Reference Asset Price: The Initial Reference Asset Price shall be calculated as the arithmetic average of the relevant Reference Asset Prices on the following averaging dates (each an “Averaging-In Date”): [Insert the applicable dates: [date]; [date]; [date], etc. or if any such date is not a Scheduled Trading Day in respect of that Reference Asset, the next following such Scheduled Trading Day] [[date] or if such date is not a Scheduled Trading Day in respect of that Reference Asset, the next following such Scheduled Trading Day] and each of the [Specify number] Scheduled Trading Days thereafter] subject to the Consequence of Disrupted Day provisions in relation to the relevant Reference Asset.]] [For Securities for which Averaging shall apply to the Final Reference Asset Performance: The Final Reference Asset Performance of a Reference Asset shall be calculated as the arithmetic average of the relevant Reference Asset Performances on the following averaging dates (each an “Averaging-Out Date”): [Insert the applicable dates: [date]; [date]; [date], etc. or, if any such date is not a Scheduled Trading Day in respect of that Reference Asset, the next following such Scheduled Trading Day] [[date] or if such date is not a Scheduled Trading Day in respect of that Reference Asset, the next following Scheduled Trading Day], and each of the [Specify number] Scheduled Trading Days thereafter] subject to the Consequence of Disrupted Day provisions in relation to the relevant Reference Asset.]
16 Interest [For Securities which are non-interest bearing: The Securities are non-interest bearing and no interest shall accrue in respect thereof.] [For Securities which are interest bearing:
16.1 Interest The Securities are interest bearing and interest shall be calculated as described below. 16.1.1 Each Security shall bear interest on its Nominal Amount with the amount so payable (the
“Coupon Amount”) being calculated in respect of the relevant Coupon Period as the product of the Coupon Rate (as described below), the Nominal Amount and the Coupon Rate Day Count Fraction (as described below). The resultant figure shall be Rounded. 16.1.2 Interest shall be payable in arrear on the following dates:
[Insert here the applicable date(s) ] [the [Specify number[th]] Business Day after each Coupon Valuation Date], [the date which falls [specify length of coupon period] after the preceding
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Coupon Payment Date or, in the case of the first Coupon Payment Date, after the Issue Date], each a “Coupon Payment Date”. [“Coupon Valuation Date” means [insert applicable dates] , subject to adjustment as provided herein]. “Determination Date” means [the date falling [Specify number] Business Days prior to a Coupon Payment Date] [each Coupon Valuation Date]. 16.1.3 Each Security (or, in the case of the redemption of only part of a Security, only such part) shall
cease to accrue interest (if any) from the due date for its redemption. 16.1.4 No interest shall accrue after the due date for redemption if delivery of any Reference Asset
Amount is postponed due to the occurrence of a Settlement Disruption Event. [Where the Coupon Rate is a fixed rate include the following: 16.1.5 Fixed Rate Security Provisions
(a)
Each Security bears interest at the rate(s) per annum equal to the Coupon Rate(s). The amount of interest payable on each Coupon Payment Date in respect of the Coupon Period ending on (but excluding) such date will be the Coupon Amount. [Payments of interest on any Coupon Payment Date will amount to [insert amount] except in respect of the [first][last] Coupon Period for which it shall be [insert “broken amount”].]
(b)
If interest is required to be calculated for a period other than such Coupon Period, such interest shall be calculated by applying the Coupon Rate to the relevant Nominal Amount, multiplying the resultant amount by the applicable Coupon Rate Day Count Fraction, and then Rounding the result. [If Actual/Actual (ICMA) then include the following: Where the number of days in the relevant Coupon Period is equal to or shorter than the Determination Period specified herein during which the Coupon Period ends, the number of days in such Coupon Period divided by the product of (1) the number of days in such Determination Period and (2) the number of occasions on which the Coupon Amount is to be determined in one calendar year; or where the Coupon Period is longer than the Determination Period during which the Coupon Period ends, the sum of (1) the number of days in such Coupon Period falling in the Determination Period in which the Coupon Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of occasions on which the Coupon Amount is to be determined in one calendar year; and the number of days in such Coupon Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of occasions on which the Coupon Amount is to be determined in one calendar year; and in this context, “Determination Period” means [each period from (and including) a Determination Date to but excluding the next Determination Date (including, where either the Issue Date or the final Settlement Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date) (the “Coupon Rate Day Count Fraction”)][specify any other such definition].]
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[If Actual/365 (Fixed) then include the following: The actual number of days in the Coupon Period divided by 365 (the “Coupon Rate Day Count Fraction”).] [If Actual/365 (Sterling) then include the following: The actual number of days in the Coupon Period divided by 365 or, in the case of an Coupon Payment Date falling in a leap year, 366 (the “Coupon Rate Day Count Fraction”).] [If Actual/Actual then include the following: The actual number of days in the Coupon Period in respect of which payment is being made divided by 365 (or, if any portion of that Coupon Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Coupon Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Coupon Period falling in a non-leap year divided by 365) (the “Coupon Rate Day Count Fraction”).] [If Actual/360 then include the following: The actual number of days in the Coupon Period divided by 360 (the “Coupon Rate Day Count Fraction”).] [If 30/360, 360/360 or Bond Basis then include the following: The number of days in the Coupon Period divided by 360 calculated on a formula basis as follows: Day Count Fraction =
[360 × (Y2 -Y1)] + [30 × (M 2 -M 1)] + (D2 -D1) 360
where: “ Y1” is the year, expressed as a number, in which the first day of the Coupon Period falls; “ Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Coupon Period falls; “M2” is the calendar month, expressed as number, in which the day immediately following the last day included in the Coupon Period falls; “D1” is the first calendar day, expressed as a number, of the Coupon Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Coupon Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30 (the “Coupon Rate Day Count Fraction”).] [If 30E/360 or Eurobond Basis then include the following:
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The number of days in the Coupon Period divided by 360 calculated on a formula basis as follows: Day Count Fraction =
[360 × (Y2 -Y1)] + [30 × (M 2 -M 1)] + (D2 -D1) 360
where: “ Y1” is the year, expressed as a number, in which the first day of the Coupon Period falls; “ Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Coupon Period falls; ”M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “D1” is the first calendar day, expressed as a number, of the Coupon Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Coupon Period, unless such number would be 31, in which case D2 will be 30 (the “Coupon Rate Day Count Fraction”).]] [If 30E/360 (ISDA) then include the following: The number of days in the Coupon Period divided by 360, calculated on a formula basis as follows: Day Count Fraction =
[360 × (Y2 -Y1)] + [30 × (M 2 -M 1)] + (D2 -D1) 360
where: “ Y1” is the year, expressed as a number, in which the first day of the Coupon Period falls; “ Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Coupon Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “D1” is the first calendar day, expressed as a number, of the Coupon Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and '”D2” is the calendar day, expressed as a number, immediately following the last day included in the Coupon Period, unless (i) that day is the last day of February but not the Settlement Date or (ii) such number would be 31, in which case D2 will be 30 (the “Coupon Rate Day Count Fraction”).]]
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[Where the Coupon Rate is a floating rate include the following: 16.1.5 Floating Rate Security Provisions (a)
Each Security bears interest in respect of each Coupon Period at the rate(s) per annum equal to the Coupon Rate(s) for such Coupon Period. The amount of interest payable on each Coupon Payment Date in respect of the Coupon Period ending on (but excluding) such date will be the Coupon Amount.
(b)
(x) If there is no numerically corresponding day in the calendar month in which a Coupon Payment Date should occur or (y) if any Coupon Payment Date would otherwise fall on a day which is not a Business Day, then [If the Business Day Convention is Floating Rate Convention, include the following: the Coupon Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Coupon Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Coupon Payment Date shall be the last Business Day in the month which falls in such period after the preceding applicable Coupon Payment Date occurred.] [If the Business Day Convention is Following Business Day Convention, include the following: such Coupon Payment Date shall be postponed to the next day which is a Business Day.] [If the Business Day Convention is Modified Following Business Day Convention, include the following: such Coupon Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Coupon Payment Date shall be brought forward to the immediately preceding Business Day.] [If the Business Day Convention is Preceding Business Day Convention, include the following: such Coupon Payment Date shall be brought forward to the immediately preceding Business Day.
(c)
The Coupon Rate payable from time to time in respect of the Securities determined as described below:
will be
[If the Coupon Rate is ISDA Determination, include the following: The Coupon Rate for each Coupon Period will be the relevant ISDA Rate [plus or minus] the Margin (if any). For the purposes of this sub-paragraph, “ISDA Rate” for a Coupon Period means a rate equal to the Floating Rate that would be determined by the Calculation Agent under an interest rate swap transaction if the Calculation Agent were acting as calculation agent for that swap transaction under the terms of an agreement incorporating the 2006 ISDA Definitions, as published by the International Swaps and Derivatives Association, Inc. and as amended and updated as at the Issue Date of the
30
first tranche of the Securities, published by the International Swaps and Derivatives Association, Inc. (the “ISDA Definitions”) and under which: (I)
the Floating Rate Option is [insert description of the Floating Rate Option];
(II)
the Designated Maturity is [Specify number] months; and
(III)
the relevant Reset Date is [the first day of that Coupon Period if the applicable Floating Rate Option is based on the London inter-bank offered rate (“ LIBOR”) or on the Euro-zone inter-bank offered rate (“ EURIBOR”) for a currency][insert here any other basis].
For the purposes of this sub-paragraph: “Floating Rate”, “Floating Rate Option”, “Designated Maturity” and “Reset Date” have the meanings given to those terms in the ISDA Definitions. “Relevant Screen Page” means [?]. “Margin” means [?]. When this sub-paragraph applies, in respect of each relevant Coupon Period: (x)
the Coupon Rate for such Coupon Period will be the Floating Rate determined by the Calculation Agent in accordance with this sub-paragraph; and
(y)
the Calculation Agent will be deemed to have discharged its obligations in respect of the determination of the Coupon Rate if it has determined the Coupon Rate in respect of such Coupon Period in the manner provided in this sub-paragraph.
[If the Coupon Rate is Screen Rate Determination, include the following: The Coupon Rate determined in respect of each Coupon Period will, subject as provided below, be either: (A) the offered quotation; or if there is more than one quotation (B) the arithmetic average (rounded, if necessary, to the fourth decimal place, with 0.00005 being rounded upwards) of the offered quotations, in each case, (expressed as a percentage rate per annum) for deposits in the Settlement Currency for that Coupon Period which appears or appear, as the case may be, on the Relevant Screen Page as at 11.00 a.m. (London time in the case of LIBOR, or Brussels time, in the case of EURIBOR) on the Determination Date in question [plus][ or minus] the Margin (if any), all as determined by the Calculation Agent. If five or more such offered quotations are available on the Relevant Screen Page, the highest (or, if there is more than one such highest quotation, one only of such quotations) and the lowest (or, if there is more than one such lowest quotation, one only of such quotations) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic average (rounded as provided above) of such offered quotations. If the Relevant Screen Page is not available or, in the case of (A) above, no such quotation appears or, in the case of (B) above, fewer than three such offered quotations appear, in each case as at the time specified in the preceding paragraph, the Calculation Agent shall determine the Coupon Rate in its sole and absolute discretion. [If the basis for determining the Coupon Rate from time to time in respect of the Securities is specified herein as being other than LIBOR or EURIBOR, the Coupon Rate
31
in respect of such Securities will be determined as [insert determination of Coupon Rate].]] [If Linear Interpolation applies include the following: The Coupon Rate for the Reset Date in respect of that Coupon Period shall be determined through the use of straight-line interpolation by reference to two rates based on the relevant Floating Rate Option, one of which shall be determined as if the Designated Maturity were the period of time for which rates are available next shorter than the length of the Coupon Period (or any alternative Designated Maturity as determined by the Calculation Agent acting in good faith and in a commercially reasonable manner) and the other of which shall be determined as if the Designated Maturity were the period of time for which rates are available next longer than the length of the Coupon Period (or any alternative Designated Maturity as determined by the Calculation Agent acting in good faith and in a commercially reasonable manner). For the purposes of this sub-paragraph, “Floating Rate Option”, “Designated Maturity” and “Reset Date” have the meanings given to those terms in the ISDA Definitions.] (d)
[If a minimum coupon rate or maximum coupon rate is to be specified for a period include the following: If the Coupon Rate in respect of such Coupon Period determined in accordance with the above provisions is less than [insert Minimum Rate of Interest] then, such rate shall be substituted for the Coupon Rate. If the Coupon Rate in respect of such Coupon Period determined in accordance with the above provisions is more than [insert Maximum Rate of Interest] then, such rate shall be substituted for the Coupon Rate.]
(e)
The Calculation Agent will, at or as soon as practicable after each time at which the Coupon Rate is to be determined, determine the Coupon Rate for the relevant Coupon Period. The Calculation Agent will notify the Principal Agent of the Coupon Rate for the relevant Coupon Period as soon as practicable after calculating the same. The Calculation Agent will calculate the Coupon Amount payable on the Securities for the relevant Coupon Period. Each Coupon Amount shall be calculated by [applying the Coupon Rate to each Security, multiplying such sum by the applicable Coupon Rate Day Count Fraction, and Rounding the resultant figure as described in the Final Terms ][specify other calculation].
(f)
[If Actual/Actual (ICMA) then include the following: Where the number of days in the relevant Coupon Period is equal to or shorter than the Determination Period specified herein during which the Coupon Period ends, the number of days in such Coupon Period divided by the product of (1) the number of days in such Determination Period and (2) the number of occasions on which the Coupon Amount is to be determined in one calendar year; or where the Coupon Period is longer than the Determination Period during which the Coupon Period ends, the sum of (1) the number of days in such Coupon Period falling in the Determination Period in which the Coupon Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of occasions on which the Coupon Amount is to be
32
determined in one calendar year; and the number of days in such Coupon Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of occasions on which the Coupon Amount is to be determined in one calendar year; and in this context, “Determination Period” means [each period from (and including) a Determination Date to but excluding the next Determination Date (including, where either the Issue Date or the final Settlement Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date) (the “Coupon Rate Day Count Fraction”)][specify any other such definition].] [If Actual/365 (Fixed) then include the following: The actual number of days in the Coupon Period divided by 365 (the “Coupon Rate Day Count Fraction”).] [If Actual/365 (Sterling) then include the following: The actual number of days in the Coupon Period divided by 365 or, in the case of an Coupon Payment Date falling in a leap year, 366 (the “Coupon Rate Day Count Fraction”).] [If Actual/Actual then include the following: The actual number of days in the Coupon Period in respect of which payment is being made divided by 365 (or, if any portion of that Coupon Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Coupon Period falling in a leap year divided by 366 and (ii) the actual number of days in that portion of the Coupon Period falling in a non-leap year divided by 365) (the “Coupon Rate Day Count Fraction”).] [If Actual/360 then include the following: The actual number of days in the Coupon Period divided by 360 (the “Coupon Rate Day Count Fraction”).] [If 30/360, 360/360 or Bond Basis then include the following: The number of days in the Coupon Period divided by 360 calculated on a formula basis as follows: Day Count Fraction =
[360 × (Y2 -Y1)] + [30 × (M 2 -M 1)] + (D2 -D1) 360
where: “ Y1” is the year, expressed as a number, in which the first day of the Coupon Period falls; “ Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Coupon Period fa lls; “M1” is the calendar month, expressed as a number, in which the first day of the Coupon Period falls;
33
“M2” is the calendar month, expressed as number, in which the day immediately following the last day included in the Coupon Period falls; “D1” is the first calendar day, expressed as a number, of the Coupon Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Coupon Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30 (the “Coupon Rate Day Count Fraction”).] [If 30E/360 or Eurobond Basis then include the following: The number of days in the Coupon Period divided by 360 calculated on a formula basis as follows: Day Count Fraction =
[360 × (Y2 -Y1)] + [30 × (M 2 -M 1)] + (D2 -D1) 360
where: “ Y1” is the year, expressed as a number, in which the first day of the Coupon Period falls; “ Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Coupon Period falls; ”M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “D1” is the first calendar day, expressed as a number, of the Coupon Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Coupon Period, unless such number would be 31, in which case D2 will be 30 (the “Coupon Rate Day Count Fraction”).]] [If 30E/360 (ISDA) then include the following: The number of days in the Coupon Period divided by 360, calculated on a formula basis as follows: Day Count Fraction =
[360 × (Y2 -Y1)] + [30 × (M 2 -M 1)] + (D2 -D1) 360
where: “ Y1” is the year, expressed as a number, in which the first day of the Coupon Period falls; “ Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Coupon Period falls;
34
“M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “D1” is the first calendar day, expressed as a number, of the Coupon Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and '”D2” is the calendar day, expressed as a number, immediately following the last day included in the Coupon Period, unless (i) that day is the last day of February but not the Settlement Date or (ii) such number would be 31, in which case D2 will be 30 (the “Coupon Rate Day Count Fraction”).]] [Where the Coupon Rate is a variable rate of interest include the following: (a)
Each Security bears interest in respect of each Coupon Period at the rate(s) per annum equal to the Coupon Rate(s) for such Coupon Period. The amount of interest payable on each Coupon Payment Date in respect of the Coupon Period ending on (but excluding) such date will be the Coupon Amount.
(b)
If a Business Day Convention is specified [as being [specify Business Day Convention]] and (x) if there is no numerically corresponding day in the calendar month in which a Coupon Payment Date should occur or (y) if any Coupon Payment Date would otherwise fall on a day which is not a Business Day, then [If the Business Day Convention is Floating Rate Convention, include the following: the Coupon Payment Date (i) in the case of (x) above, shall be the last day that is a Business Day in the relevant month and the provisions of (B) below shall apply mutatis mutandis or (ii) in the case of (y) above, shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event (A) such Coupon Payment Date shall be brought forward to the immediately preceding Business Day and (B) each subsequent Coupon Payment Date shall be the last Business Day in the month which falls in such period after the preceding applicable Coupon Payment Date occurred.] [If the Business Day Convention is Following Business Day Convention, include the following: such Coupon Payment Date shall be postponed to the next day which is a Business Day.] [If the Business Day Convention is Modified Following Business Day Convention, include the following: such Coupon Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Coupon Payment Date shall be brought forward to the immediately preceding Business Day.] [If the Business Day Convention is Preceding Business Day Convention, include the following: such Coupon Payment Date shall be brought forward to the immediately preceding Business Day.]
35
(c)
The Coupon Rate payable from time to time in respect of the Securities will be determined as described below: [Insert here the method for calculating the Coupon Rate providing details of the equity or other linkage and formula for calculation]
(d)
[If a minimum Coupon Rate or maximum Coupon Rate is to be specified for a period include the following: If the Coupon Rate in respect of such Coupon Period determined in accordance with the above provisions is less than [insert Minimum Rate of Interest] then, such rate shall be substituted for the Coupon Rate. If the Coupon Rate in respect of such Coupon Period determined in accordance with the above provisions is more than [insert Maximum Rate of Interest] then, such rate shall be substituted for the Coupon Rate.]
(e)
The Calculation Agent will, at or as soon as practicable after each time at which the Coupon Rate is to be determined, determine the Coupon Rate for the relevant Coupon Period. The Calculation Agent will notify the Principal Agent of the Coupon Rate for the relevant Coupon Period as soon as practicable after calculating the same. The Calculation Agent will calculate the Coupon Amount payable on the Securities for the relevant Coupon Period. Each Coupon Amount shall be calculated by [applying the Coupon Rate to each Security, multiplying such sum by the applicable Coupon Rate Day Count Fraction, and Rounding the resultant figure as described in the Final Terms ][specify other calculation].
(f)
[If Actual/Actual (ICMA) then include the following: Where the number of days in the relevant Coupon Period is equal to or shorter than the Determination Period specified herein during which the Coupon Period ends, the number of days in such Coupon Period divided by the product of (1) the number of days in such Determination Period and (2) the number of occasions on which the Coupon Amount is to be determined in one calendar year; or where the Coupon Period is longer than the Determination Period during which the Coupon Period ends, the sum of (1) the number of days in such Coupon Period falling in the Determination Period in which the Coupon Period begins divided by the product of (x) the number of days in such Determination Period and (y) the number of occasions on which the Coupon Amount is to be determined in one calendar year; and the number of days in such Coupon Period falling in the next Determination Period divided by the product of (x) the number of days in such Determination Period and (y) the number of occasions on which the Coupon Amount is to be determined in one calendar year; and in this context, “Determination Period” means [each period from (and including) a Determination Date to but excluding the next Determination Date (including, where either the Issue Date or the final Settlement Date is not a Determination Date, the period commencing on the first Determination Date prior to, and ending on the first Determination Date falling after, such date) (the “Coupon Rate Day Count Fraction”)][specify any other such definition].]
36
[If Actual/365 (Fixed) then include the following: The actual number of days in the Coupon Period divided by 365 (the “Coupon Rate Day Count Fraction”).] [If Actual/365 (Sterling) then include the following: The actual number of days in the Coupon Period divided by 365 or, in the case of an Coupon Payment Date falling in a leap year, 366 (the “Coupon Rate Day Count Fraction”).] [If Actual/Actual then include the following: The actual number of days in the Coupon Period in respect of which payment is being made divided by 365 (or, if any portion of that Coupon Period falls in a leap year, the sum of (i) the actual number of days in that portion of the Coupon Period falling in a leap year div ided by 366 and (ii) the actual number of days in that portion of the Coupon Period falling in a non-leap year divided by 365) (the “Coupon Rate Day Count Fraction”).] [If Actual/360 then include the following: The actual number of days in the Coupon Period divided by 360 (the “Coupon Rate Day Count Fraction”).] [If 30/360, 360/360 or Bond Basis then include the following: The number of days in the Coupon Period divided by 360 calculated on a formula basis as follows: Day Count Fraction =
[360 × (Y2 -Y1)] + [30 × (M 2 -M 1)] + (D2 -D1) 360
where: “ Y1” is the year, expressed as a number, in which the first day of the Coupon Period falls; “ Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Coupon Period falls; “M2” is the calendar month, expressed as number, in which the day immediately following the last day included in the Coupon Period falls; “D1” is the first calendar day, expressed as a number, of the Coupon Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Coupon Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30 (the “Coupon Rate Day Count Fraction”).]
37
[If 30E/360 or Eurobond Basis then include the following: The number of days in the Coupon Period divided by 360 calculated on a formula basis as follows: Day Count Fraction =
[360 × (Y2 -Y1)] + [30 × (M 2 -M 1)] + (D2 -D1) 360
where: “ Y1” is the year, expressed as a number, in which the first day of the Coupon Period falls; “ Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Coupon Period falls; ”M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “D1” is the first calendar day, expressed as a number, of the Coupon Period, unless such number would be 31, in which case D1 will be 30; and “D2” is the calendar day, expressed as a number, immediately following the last day included in the Coupon Period, unless such number would be 31, in which case D2 will be 30 (the “Coupon Rate Day Count Fraction”).]] [If 30E/360 (ISDA) then include the following: The number of days in the Coupon Period divided by 360, calculated on a formula basis as follows: Day Count Fraction =
[360 × (Y2 -Y1)] + [30 × (M 2 -M 1)] + (D2 -D1) 360
where: “ Y1” is the year, expressed as a number, in which the first day of the Coupon Period falls; “ Y2” is the year, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “M1” is the calendar month, expressed as a number, in which the first day of the Coupon Period falls; “M2” is the calendar month, expressed as a number, in which the day immediately following the last day included in the Coupon Period falls; “D1” is the first calendar day, expressed as a number, of the Coupon Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and '”D2” is the calendar day, expressed as a number, immediately following the last day included in the Coupon Period, unless (i) that day is the last day of February but not the
38
Settlement Date or (ii) such number would be 31, in which case D2 will be 30 (the “Coupon Rate Day Count Fraction”).]]
17 Exercise 17.1 General [Where the Physical Delivery Option is applicable: Unless the Issuer elects to exercise such Physical Delivery Option in accordance with the Terms and Conditions, the Issuer will pay or cause to be paid on the Settlement Date the Settlement Amount in respect of the Securities in the Settlement Currency. Where the Reference Asset Currency is different from the Settlement Currency, the Settlement Amount shall be converted into the Settlement Currency at the prevailing Exchange Rate and Rounded. There shall be no requirement for any notices.] [Unless previously exercised or purchased and cancelled and provided no prescription applies and otherwise subject to the Terms and Conditions, each Security, if traded by reference to a unit quantity will be subject to the exercise provisions (including provisions for deemed exercise), if any, by the Holder in the manner and at the time specified [as being [specify manner and time]].] [Where the Physical Delivery Option is not applicable: The Issuer will pay or cause to be paid on the Settlement Date the Settlement Amount in respect of the Securities in the Settlement Currency. Where the Reference Asset Currency is different from the Settlement Currency, the Settlement Amount shall be converted into the Settlement Currency at the prevailing Exchange Rate and Rounded. There shall be no requirement for any notices.] [Unless previously exercised or purchased and cancelled and provided no prescription applies and otherwise subject to the Terms and Conditions, each Security, if traded by reference to a unit quantity will be subject to the exercise provisions (including provisions for deemed exercise), if any, by the Holder in the manner and at the time specified [as being [specify manner and time]].]
17.2 Procedure for Exercise and/or Physical Delivery Option [For Securities with no Exercise provisions: No Exercise provisions apply to the Securities.] [For Securities with European Style Exercise insert the following text: The Securities shall be exercisable only on the Exercise Date. Any Security in respect of which no Exercise Notice has been delivered to the Principal Agent by the relevant Clearing System at or prior to 10.00am Central European Time on the Exercise Date by authenticated SWIFT message shall (unless Automatic Exercise is specified to be applicable) be void. The date and time on which Holders deliver an Exercise Notice to the relevant Clearing System (by which ever means) shall not be relevant to the determination of when the Principal Agent has received notification of the Exercise Notice from the Clearing System. Accordingly, Holders shall be responsible for allowing sufficient time for the relevant Clearing System to process and deliver any Exercise Notice to the Principal Agent.] [For Securities with American Style Exercise: The Securities shall be exercisable only on or prior to the last Business Day of the Exercise Period. Any Security in respect of which no Exercise Notice has been delivered to the Principal Agent by the relevant Clearing System at or prior to 10.00am Central European Time on the final Business Day of
39
the Exercise Period by authenticated SWIFT message shall (unless Automatic Exercise is specified to be applicable) be void. If an Exercise Notice is delivered by the Clearing System to the Principal Agent after such time it shall be deemed to have been delivered prior to 10.00am Central European Time on the Business Day following the actual day of delivery, provided that any such deemed delivery date is within the Exercise Period. The date and time on which Holders deliver an Exercise Notice to the relevant Clearing System (by which ever means) shall not be relevant to the determination of when the Principal Agent has received notification of the Exercise Notice from the Clearing System. Accordingly, Holders shall be responsible for allowing sufficient time for the relevant Clearing System to process and deliver any Exercise Notice to the Principal Agent.] [For Securities with Open-Ended Exercise: The Securities shall be exercisable on the date designated as such under the notice issued by the Issuer under an Issuer Early Termination. Any Security in respect of which no Exercise Notice has been delivered to the Principal Agent by the relevant Clearing System at or prior to 10.00am Central European Time on the date designated as such under the notice issued by the Issuer under Issuer Early Termination by authenticated SWIFT message shall (unless Automatic Exercise is specified to be applicable) be void. The date and time on which Holders deliver an Exercise Notice to the relevant Clearing System (by which ever means) shall not be relevant to the determination of when the Principal Agent has received notification of the Exerc ise Notice from the Clearing System. Accordingly, Holders shall be responsible for allowing sufficient time for the relevant Clearing System to process and deliver any Exercise Notice to the Principal Agent.] [For Securities with Automatic Exercise: Automatic Exercise is applicable and any Securities which have not been exercised by the final time specified for exercise shall be deemed automatically to have been exercised in accordance therewith.] [For Securities where no Physical Delivery Option applies: No Physical Delivery Option applies to the Securities.] [For Securities where the Physical Delivery Option applies: 17.2.1 The Issuer may deliver a notice to the Holders no later than 10 Business Days prior to the
Settlement Date of the exercise of its option to deliver the Reference Asset Amount in lieu of paying the Settlement Amount (the “Physical Delivery Option” ). 17.2.2 If the Issuer elects to exercise its Physical Delivery Option, the relevant Holder must deliver to
the relevant Clearing System the Delivery Notice not later than the close of business in the place of receipt thereof on the Physical Delivery Cut-Off Date. No Delivery Notice, once received by the Clearing System, may be withdrawn by a Holder or any other person. Following receipt of Delivery Notice, the Securities to which it relates may not be transferred without the prior approval in writing of the Principal Agent. 17.2.3 Late Delivery of the Delivery Notice
If the duly completed Delivery Notice is delivered to the relevant Clearing System after the close of business in the place of receipt on the Physical Delivery Cut-Off Date, then the Reference Asset Amount shall be delivered as soon as reasonably practicable after the
40
Settlement Date (the date of delivery in relation to such Reference Asset Amount whether on or after Settlement Date being, for the purposes of the Terms and Conditions, referred to as the “Delivery Date”) in the manner provided. No other person shall be entitled to any payment of any description by reason of the Delivery Date for the Securities occurring on or after the Settlement Date due to such Delivery Notice (or the copy thereof) being delivered after close of business on the Physical Delivery Cut-Off Date as provided for in the Terms and Conditions. If a Holder does not, in respect of a Security to which the Physical Delivery Option is specified to apply, deliver or procure the delivery of the Delivery Notice as set out in the Terms and Conditions prior to the date that falls not more than 28 calendar days after the Settlement Date, the Issuer shall have the right (but shall not be obliged) to sell the Reference Asset Amount in respect of such Security in the open market or otherwise at a price or prices as it may achieve at its sole discretion and without liability to any person. Upon payment of the resultant proceeds of any such sale in accordance with the Terms and Conditions, the Issuer's obligations in respect of the Security shall be discharged in full. 17.2.4 Delivery of the Reference Asset Amount
Subject to the Terms and Conditions, delivery of the Reference Asset Amount shall be made at the risk of the relevant Holder and shall be delivered and evidenced in such manner as the Issuer determines to be customary for the relevant Reference Asset Amount or in such other commercially reasonably manner as the Issuer shall determine to be appropriate for such delivery. The Issuer shall be under no obligation to register or produce the registration of any person as the holder of record of such Reference Asset Amount in the register of holders which is pertinent to such asset. The Calculation Agent may consider the aggregate number of Securities held by each individual Holder and determine the Reference Asset Amount with respect to such Holder’s aggregate holding. If any Holder’s entitlement does not comprise an integral multiple of the lowest transferable denomination of the Reference Asset, the Issuer shall not be obliged to deliver a fraction of a security but shall instead be obliged to pay to the relevant Holder an amount in the Settlement Currency that the Calculation Agent determines would be equal to the sale proceeds of such portion of a security comprising the Reference Asset that the Holder would otherwise have been entitled to. 17.2.5 Determinations
Failure properly to complete and deliver the Delivery Notice may result in such notice being treated as null and void. Any determination as to whether any such Delivery Notice shall have been properly completed and delivered shall be made by the Principal Agent and shall be conclusive and binding on the Issuer and the relevant Holder. Subject as set out below, any Delivery Notice so determined to be incomplete or not in proper form, or where applicable, which is not copied to the Principal Agent immediately after being delivered to the Clearing System as provided by the Terms and Conditions shall be void. If such Delivery Notice is subsequently amended to the satisfaction of the Principal Agent it shall be regarded as new Delivery Notice submitted at the time such amendment is received by such Clearing System or Agent and copied to the Principal Agent. The Principal Agent shall use its reasonable efforts promptly to notify the relevant Holder that it has determined that the Delivery Notice so received are incomplete or not in the proper form. In the absence of gross negligence or wilful misconduct on its part, none of the Issuer, any Agent or the Principal Agent shall be liable to
41
any person with respect to any action taken or omitted to be taken by it in connection with such determination or the notification of such determination to the relevant Holder. 17.2.6 Intervening Period
For such period after the Settlement Date as the Issuer or any person on behalf of the Issuer shall continue to be the legal owner of the relevant Reference Asset Amount (the “Intervening Period”), none of the Issuer, any Agent or the Principal Agent shall: (a)
be under any obligation to deliver or to procure the delivery to any person of any document or payment whatsoever received by that person in its capacity as the holder of such Reference Asset Amount; or
(b)
be under any obligation to exercise or procure the exercise of any rights (including, without limitation, voting rights) attaching to such Reference Asset Amount during the Intervening Period; or
(c)
be under any liability to any person in respect of any loss or damage which such person may sustain or suffer as a result, whether directly or indirectly, of the Issuer or any other persons being the legal owner of such Reference Asset Amount during such Intervening Period.
17.2.7 Distributions
Any dis tribution (including, without limitation, dividend on shares, interest on debt securities or payments on units of funds) in respect of any Reference Asset Amount to be delivered will be payable to the party, as determined by the Issuer, that would have received such distribution according to market practice for a sale of the relevant Reference Asset Amount to be settled through the relevant Clearing System on the due date for transfer. Any such distribution is to be paid to the account specified for such purpose in the Delivery Notice. 17.2.8 Settlement Disruption
If, prior to the delivery in accordance with the Terms and Conditions of the Reference Asset Amount in respect of any Security, in the determination of the Calculation Agent, an event exists which is beyond the control of the Issuer and as a result of which the Issuer cannot make delivery of the Reference Asset Amount in accordance with such market method as it decides at the relevant time for delivery of the Reference Asset Amount (any such event a “Settlement Disruption Event”) then the Delivery Date for such Security shall be postponed to the next following Business Day on which no Settlement Disruption Event is subsisting. For so long as delivery of any Reference Asset Amount is not practicable by reason of a Settlement Disruption Event then, in lieu of physical settlement and notwithstanding any other provisions of the Terms and Conditions, the Issuer may elect in its sole and absolute discretion to satisfy its obligations in respect of the relevant Security by payment of an amount (being the “Disruption Cash Settlement Amount”) which represents the fair market value of the corresponding Security on such day as shall be selected by the Issuer less the cost to the Issuer of unwinding an related hedging arrangements, all as determined by the Issuer, not later than the fifth Business Day following the date that the notice of such election is given to the Holders in accordance with the Terms and Conditions. The Calculation Agent shall give notice as soon as practicable to the Holders in accordance with the Terms and Conditions that a Settlement Disruption Event has occurred. No person shall be entitled to any payment (including but not limited to interest or any other amount) in respect of a Security in the event of any delay in the
42
delivery of any Reference Asset Amount and no liability in respect thereof shall attach to the Issuer.]
18 Provisions for Shares [For Securities linked to Reference Asset(s) that do not include Shares: This Condition is not applicable.] [For Securities linked to Reference Asset(s) that include Shares:
18.1 Definitions “Disrupted Day” means in respect of a Share, any Scheduled Trading Day on which a relevant Exchange or any Related Exchange fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred. “Exchange” means, with respect to a Share, the exchange specified as such under Condition 22 and any successor to such exchange or trading or quotation system or any substitute exchange or trading or quotation system to which trading in the Share has temporarily relocated (provided that the Calculation Agent has determined in good faith and on a fair and commercial basis there is comparable liquidity to the Share on such temporary substitute exchange or trading or quotation system as on the Exchange).] “Exchange Business Day” means any Scheduled Trading Day on which each Exchange and each Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time. “Reference Asset Price” means, in respect of a Share and a particular date, subject to any adjustment in accordance with the Terms and Conditions, (i) if the Share is listed or quoted on an Exchange or is otherwise available for dealing via an Exchange, the price of the relevant Share on the Exchange at the Valuation Time on such date as determined by the Calculation Agent or (ii) if the Share is not listed or quoted on an Exchange or is otherwise not available for dealing via an Exchange, the price or value as determined by the Calculation Agent of such Share in respect of such date as available on the system, from the party or through the mechanism by or from which prices for such Share are, in the determination of the Calculation Agent, customarily obtained, in each case multiplied by the Exchange Rate. “Related Exchange” means, in relation to a Share, each exchange or trading system or quotation system where (i) trading on the Exchange has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Share and (ii) trading on such Related Exchange has a material effect on trading on the Exchange. “Scheduled Trading Day” means, in relation to a Share, (i) if the Share is listed or quoted on an Exchange or is otherwise available for dealing via an Exchange or any day on which each Exchange and each Related Exchange are scheduled to be open for trading for their respective trading sessions, or (ii) if the Reference Asset is a Share which is not listed or quoted on an Exchange or is otherwise available for dealing via an Exchange, a day in respect of which the relevant price or value is available or on the system, from the party or through the mechanism by which such Share is customarily traded (or, but for the occurrence of a Disrupted Day, would have been expected to be published). “Valuation Time” means, in relation to a Share, the time specified as such for each Reference Asset under Condition 22. If the Exchange closes prior to its Scheduled Closing Time and the specified Valuation Time is after the actual closing time for its regular trading session, then the Valuation Time shall be such actual closing time.]
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18.2 Market Disruption “Market Disruption Event” shall mean with respect to any Reference Asset that is a Share shall mean: 18.2.1 any suspension of or limitation imposed on trading by the relevant Exchange or Related
Exchange (if any) or otherwise and whether by reason of movements in price exceeding limits permitted by the Exchange or Related Exchange (if any) or otherwise (i) relating to the relevant Share on that Exchange or Related Exchange, or (ii) futures or options contracts relating to the Share on any relevant Related Exchange at any time on the relevant date (which the Calculation Agent determines is material (a “Share Trading Disruption”)); or 18.2.2 any event (other than the early closure described in Condition 18.2.3 below) that disrupts or
impairs (as determined by the Calculation Agent) the ability of market participants in general (i) to effect transactions in, or obtain market values for, the Shares on the Exchange or futures or options contracts relating to the Share on any relevant Related Exchange; or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Shares on any relevant Related Exchange at any time during the relevant date, which the Calculation Agent determines is material (a “Share Exchange Disruption”); or 18.2.3 a closure on any Scheduled Trading Day of a relevant Exchange or Related Exchange (if any)
on any Scheduled Trading Day prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange or Related Exchange at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Exchange (if any) or Related Exchange on such Scheduled Trading Day; and (ii) the submission deadline for orders to be entered into the Exchange or Related Exchange (if any) system for execution at the Valuation Time on such Scheduled Trading Day (a “Share Early Closure”); or 18.2.4 in respect of a Share which is not listed or quoted on an Exchange or is otherwise not available
for dealing via an Exchange, the unavailability of a price of, or the ability to enter into transactions for, such Share on the system from the party or through the mechanism by or from which prices for such Share are, in the determination of the Calculation Agent, customarily obtained.
18.3 Consequence of Disrupted Day If any Relevant Day (other than a day which would otherwise be an Averaging Date) is a Disrupted Day: 18.3.1 in the case of a Security which is not linked to a Basket, the Relevant Day shall be the first
succeeding Scheduled Trading Day that is not a Disrupted Day unless each of the Scheduled Trading Days immediately following the day which (but for the occurrence of the Disrupted Day) would have been the Relevant Day (the “Scheduled Relevant Day”), up to and including the Cut-Off Date, is a Disrupted Day. In that case, (i) the Cut-Off Date shall be deemed to be the Relevant Day (notwithstanding the fact that such day is a Disrupted Day); and (ii) the Calculation Agent shall determine the relevant Reference Asset Price as its good faith estimate of such Reference Asset Price on the Cut-Off Date having regard to the then prevailing market conditions, the last reported trading price of the relevant Reference Asset on the Exchange (if any) and such other factors as the Calculation Agent considers pertinent. The relevant Reference Asset Price so calculated may be zero; or 18.3.2 in the case of a Security which is linked to a Basket, the Relevant Day for each Share which is
not affected by the occurrence of a Disrupted Day shall be the Scheduled Relevant Day and for
44
each Share which is affected by the occurrence of a Disrupted Day (each an “Affected Reference Asset”) shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to the Affected Reference Asset unless each of the Scheduled Trading Days immediately following the Scheduled Relevant Day until and including the Cut-Off Date is a Disrupted Day. In that case, (i) the Cut-Off Date shall be deemed to be the Relevant Day for that Affected Reference Asset, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine the relevant Reference Asset Price for that Affected Reference Asset as its good faith estimate of such Reference Asset Price on the Cut-Off Date having regard to the then prevailing market conditions, the last reported trading price of the relevant Reference Asset on the Exchange (if any) and such other factors as the Calculation Agent considers pertinent. The relevant Reference Asset Price (as appropriate) so calculated may be zero.
18.4 Disrupted Days (for Averaging Dates) If any Relevant Day which would otherwise be an Averaging Date is, in the opinion of the Calculation Agent, a Disrupted Day, then: [For Omission of Averaging Dates, use the following: Such date will be deemed not to be an Averaging Date for purposes of determining the relevant amount payable provided that, if through the operation of this provision there would not be an Averaging Date, then: (i)
in the case of a Security which is not linked to a Basket, the sole Averaging Date shall be the first Scheduled Trading Day following the scheduled final Averaging Date that is not a Disrupted Day unless each of the eight Scheduled Trading Days immediately following the final Averaging Date which (but for the occurrence of the Disrupted Day) would have been the Averaging Date and including until the Cut-Off Date is a Disrupted Day. In that case, (i) the Cut-Off Date shall be deemed to be the sole Averaging Date (notwithstanding the fact that such day is a Disrupted Day); and (ii) the Calculation Agent shall determine the relevant Reference Asset Price as its good faith estimate of such Reference Asset Price on the Cut-Off Date having regard to the then prevailing market conditions, the last reported trading price of the relevant Reference Asset on the Exchange (if any) and such other factors as the Calculation Agent considers pertinent. The relevant Reference Asset Price so calculated may be zero; or
(ii)
in the case of a Security which is linked to a Basket, the sole Averaging Date for each Share which is not affected by the occurrence of a Disrupted Day shall be the scheduled final Averaging Date and for each Share which is affected by the occurrence of a Disrupted Day shall be the first Scheduled Trading Day following the scheduled final Averaging Date that is not a Disrupted Day unless each of the Scheduled Trading Days immediately following the scheduled final Averaging Date which (but for the occurrence of the Disrupted Day) would have been the Averaging Date, until and including the Cut-Off Date, is a Disrupted Day. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be the sole Averaging Date in respect of the relevant Reference Asset, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine the relevant Reference Asset Price as its good faith estimate of such Reference Asset Price on the Cut-Off Date having regard to the then prevailing market conditions, the last reported trading price of the relevant Reference Asset on the Exchange (if any) and such other factors as the Calculation Agent considers pertinent. The relevant Reference Asset Price (as appropriate) so calculated may be zero.]
45
[For Postponement of Averaging Dates, use the following: (i)
Where there is only a single Reference Asset, the Averaging Date shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day (irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date) unless each of the Scheduled Trading Days immediately following the day which (but for the occurrence of the Disrupted Day) would have been the Averaging Date, until and including the Cut-Off Date, is a Disrupted Day. In that case, (i) the Cut-Off Date shall be deemed to be the Averaging Date (notwithstanding the fact that such day is a Disrupted Day); and (ii) the Calculation Agent shall determine the relevant Reference Asset Price as its good faith es timate of such Reference Asset Price on the Cut-Off Date having regard to the then prevailing market conditions, the last reported trading price of the relevant Reference Asset on the Exchange and such other factors as the Calculation Agent considers pertinent. The relevant Reference Asset Price so calculated may be zero.
(ii)
Where there is a Basket of Reference Assets , the Averaging Date for each Share which is not affected by the occurrence of a Disrupted Day shall be the Averaging Date and for each Share which is affected by the occurrence of a Disrupted Day shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day (irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date) unless each of the Scheduled Trading Days immediately following the original day which (but for the occurrence of the Disrupted Day) would have been the Averaging Date, until and including the Cut-Off Date, is a Disrupted Day. In that case, (i) the Cut-Off Date shall be deemed to be the Averaging Date in respect of the relevant Reference Asset, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine the relevant Reference Asset Price as its good faith estimate of such Reference Asset Price on the Cut-Off Date having regard to the then prevailing market conditions, the last reported trading price of the relevant Reference Asset on the Exchange (if any) and such other factors as the Calculation Agent considers pertinent. The relevant Reference Asset Price (as appropriate) so calculated may be zero.]
[For Modified Postponement of Averaging Dates, use the following: (i)
Where there is only a single Reference Asset, the Averaging Date shall be the first succeeding Valid Date. If the first succeeding Valid Date has not occurred as of the Valuation Time on the Cut-Off Date, then (A) the Cut-Off Date shall be deemed to be the Averaging Date (irrespective of whether the Cut-Off Date is already an Averaging Date), and (B) the Calculation Agent shall determine the relevant Reference Asset Price for that Averaging Date as its good faith estimate of such Reference Asset Price on the Cut-Off Date having regard to the then prevailing market conditions, the last reported trading price of the relevant Reference Asset on the Exchange (if any) and such other factors as the Calculation Agent considers pertinent. The relevant Reference Asset Price so calculated may be zero.
(ii)
Where there is a Basket of Reference Assets, the Averaging Date for each Share not affected by the occurrence of a Disrupted Day shall be the originally designated Averaging Date (the “Scheduled Averaging Date”) and the Averaging Date for a Share affected by the occurrence of a Disrupted Day shall be the first succeeding Valid Date in relation to such Share. If the first succeeding Valid Date in relation to such Reference Asset has not occurred as of the Valuation Time on the Cut-Off Date, then (A) the Cut-Off Date shall be deemed to be the Averaging Date (irrespective of whether the Cut-Off Date is already an Averaging Date) in relation to such Reference Asset, and (B) the Calculation Agent shall determine the relevant Reference Asset
46
Price for such Averaging Date as its good faith estimate of such Reference Asset Price on the Cut-Off Date having regard to the then prevailing market conditions, the last reported trading price of the relevant Reference Asset on the Exchange (if any) and such other factors as the Calculation Agent considers pertinent. The relevant Reference Asset Price so calculated may be zero.]
18.5 Merger Event, Tender Offer, Insolvency, Nationalisation and Delisting If any of the following occurs in relation to the Reference Asset: 18.5.1 a reclassification or change of such Reference Asset that results in a transfer of or an
irrevocable commitment to transfer all of such Reference Asset outstanding to another entity or person; or 18.5.2 consolidation, amalgamation, merger or binding share exchange of in the case of Shares the
legal entity being a body corporate, trust, partnership or similar entity which issues the relevant Reference Asset (the “Reference Asset Issuer”) with or into another entity or person (other than a consolidation, amalgamation, merger or binding share exchange in which such Reference Asset Issuer is the continuing entity and which does not result in a reclassification or exchange of all of such Reference Asset outstanding) ; or 18.5.3 takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity
or person to purchase or otherwise obtain 100 per cent. of the outstanding Reference Asset of the Reference Asset Issuer that results in a transfer of or an irrevocable commitment to transfer all such Shares (other than such Reference Asset owned or controlled by such other entity or person); or 18.5.4 consolidation, amalgamation, merger or binding share exchange of the Reference Asset Issuer
or its subsidiaries with or into another entity in which the Reference Asset Issuer is the continuing entity and which does not result in a reclassification or change of all such Reference Asset outstanding but results in the outstanding Reference Asset (other than such Reference Asset owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Reference Asset immediately following such event (a “Reverse Merger”), in each case if the closing date of a Merger Event or, where a closing date cannot be determined under the local law applicable to such Merger Event, such other date as determined by the Calculation Agent (the “Merger Date”) is on or before (A) if the Physical Delivery Option applies, the Settlement Date or last day of the Exercise Period or Exercise Date; or otherwise (B) the final Valuation Date or the final/relevant Averaging Date (if such Averaging Date is specified in the Final Terms (the events in Condition 18.5.1 to 18.5.4 being a “Merger Event”)); or 18.5.5 a takeover offer, tender offer, exchange offer, solicitation, proposal or other event by any entity
or person that results in such entity or person purchasing, or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Reference Asset Issuer, as determined by the Calculation Agent, based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant (a “Tender Offer”); or 18.5.6 by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or
winding-up of or any analogous proceeding affecting the Reference Asset Issuer, (A) all the Reference Assets of that Reference Asset Issuer are required to be transferred to a trustee,
47
liquidator or other similar official or (B) holders of any Reference Assets of that Reference Asset Issuer become legally prohibited from transferring them (“ Insolvency”); or 18.5.7 all the Reference Assets or all or substantially all the assets of the Reference Asset Issuer are
nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof (“ Nationalisation”); or 18.5.8 the Exchange announces that pursuant to the rules of such Exchange, the Reference Asset has
ceased (or will cease) to be listed, traded or publicly quoted on the Exchange for any reason (other than a Merger Event or Tender Offer) and are not immediately re-listed, re-traded or re quoted on an exchange, trading system or quotation system located in the same country as the Exchange (“Delisting”); or 18.5.9 the Reference Asset Issuer institutes or has instituted against it by a regulator, supervisor or
any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, or it consents to a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding up or liquidation by it or such regulator, supervis or or similar official or it consents to such a petition, (an “Insolvency Filing”), occurs in relation to the Reference Asset, the Issuer in its sole and absolute discretion may take the action described below: (a)
require the Calculation Agent to determine in its sole and absolute discretion the appropriate adjustment, if any, to be made to the Terms and Conditions to account for the economic effect on the Securities of the Merger Event, Tender Offer, Insolvency, Nationalisation or Delisting, as the case may be, and determine the effective date of that adjustment, provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relevant to such Reference Asset. The Calculation Agent may, but need not, determine the adjustment by reference to the adjustment in respect of the Merger Event, Tender Offer, Insolvency, Nationalisation or Delisting made by an options exchange to options on the Reference Asset traded on that options exchange; or
(b)
the Issuer may redeem the Securities on such date as it may determine in its sole and absolute discretion at the fair market value of such Security (taking into account such Merger Event, Tender Offer, Insolvency, Nationalisation or Delisting, as the case may be) by giving notice to Holders in accordance with the Terms and Conditions. Any such value shall take into account fully any costs, losses, expenses to the Issuer and any of its affiliates of unwinding or adjusting any underlying or related hedging arrangements (including but not limited to any options or selling or otherwise realising any instruments of any type whatsoever which any such party may hold as part of any such hedging arrangements), all as determined by the Calculation Agent in its sole and absolute discretion.
Upon making any such adjustment, the Calculation Agent shall notify Holders in accordance with the Terms and Conditions, stating the occurrence of such Merger Event, Tender Offer, Insolvency, Nationalisation or Delisting, as the case may be, and action proposed to be taken in relation thereto.
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18.6 Potential Adjustment Event Following the occurrence of any of the following with respect to a Reference Asset that is a Share: 18.6.1 a subdivision, consolidation or reclassification of the Reference Asset (unless resulting in a
Merger Event as defined above) or a free distribution, issue or dividend of any such Reference Asset to existing holders by way of bonus, capitalisation or similar issue; or 18.6.2 a distribution, issue or dividend to existing holders of the Reference Asset of (i) other
Reference Assets , or (ii) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Reference Asset Issuer equally or proportionately with such payments to holders of such Reference Assets, or (iii) share capital or other securities of another share company acquired or owned (directly or indirectly) by the Reference Asset Issuer as a result of a spin-off or other similar transaction, or (iv) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent, or (v) a distribution of cash dividends on the Reference Asset equal to or greater than 8 per cent. of the then current market value of the Reference Asset; or 18.6.3 an extraordinary dividend as determined by the Calculation Agent; or 18.6.4 a call by the Reference Asset Issuer in respect of Reference Assets that are not fully paid; or 18.6.5 a repurchase by the Reference Asset Issuer or any of its subsidiaries of relevant units of the
Reference Asset whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; or 18.6.6 in respect of the Reference Asset Issuer, an event that results in any shareholder rights being
distributed or becoming separated from shares of common stock or other shares of the capital stock of the Reference Asset Issuer pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value, as determined by the Calculation Agent, provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or 18.6.7 any other event that may have a diluting or concentrative effect on the theoretical value of the
Reference Asset (each such event a “Share Potential A djustment Event”), the Calculation Agent will, in its sole and absolute discretion, determine whether such Share Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the corresponding Reference Asset and, if so, will make the corresponding adjustment, if any, to any one or more of the terms of the Terms and Conditions as the Calculation Agent determines appropriate to account for that diluting or concentrative effect, provided that no adjustments will be made to account solely for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Reference Asset and determine the effective date of that adjustment. The Calculation Agent may, but need not, determine the adjustment by reference to the adjustment in respect of such Share Potential Adjustment Event made by the Related Exchange to contracts on the Reference Asset traded on that Related Exchange. Upon making any such adjustment, the Calculation Agent shall notify the Holder in accordance with the Terms and Conditions, stating the occurrence of such Share Potential Adjustment Event and action proposed to be taken in relation thereto.]
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19 Provisions for Indices comprising listed securities [For Securities linked to Reference Asset(s) that do not include Indices: This Condition is not applicable.] [For Securities linked to Reference Asset(s) that include Indices:
19.1 Definitions “Component Securities” means, in respect of an Index, securities or futures contracts or other constituents as the case may be, comprised in such Index. “Disrupted Day” means (i) where the relevant Index is a Single Exchange Index, any Scheduled Trading Day on which a relevant Exchange or any Related Exchange fails to open for trading during its regular trading session or on which a Market Disruption Event has occurred or (ii) where the relevant Index is a Multi Exchange Index, any Scheduled Trading Day on which (a) the Index Sponsor fails to publish the level of the Index, (b) any Related Exchange fails to open for trading during its regular trading session or (c) a Market Disruption Event has occurred. “Exchange” means, in respect of any Component Securities comprised in an Index, the exchange(s) or quotation system(s) (from time to time) on which primarily, in the determination of the relevant Index Sponsor for the purposes of that Index, such securities are listed or quoted. “Exchange Business Day” means, in respect of an Index, any Scheduled Trading Day on which, in respect of a Multi Exchange Index, the Index Sponsor publishes the level of the relevant Index and each Related Exchange is open for trading during its regular trading session, or, in respect of a Single Exchange Index, each Exchange and each Related Exchange (if any) are open for trading during their respective regular trading sessions, notwithstanding in any event any such Exchange or Related Exchange (if any) closing prior to its Scheduled Closing Time. “Index Sponsor” means, in relation to an Index, the corporation or other entity as determined by the Issuer that (a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments if any, related to such Index, and (b) announces (directly or through an agent) the level of such Index on a regular basis during each Scheduled Trading Day, failing whom such person acceptable to the Calculation Agent who calculates and announces the Index or any agent or person acting on behalf of such person, which as of the Issue Date is as specified as such under Condition 22; “Multi Exchange Index” means an Index in respect of which there is more than one Exchange. “Reference Asset Price” means, in respect of an Index and a particular date, subject to any adjustment in accordance with the Terms and Conditions, the level of the relevant Index at the Valuation Time on such date as determined by the Calculation Agent and, if the Reference Asset Currency is different from the Settlement Currency, multiplied by the Exchange Rate. “Related Exchange” means, in relation to a Reference Asset, each exchange or trading system or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures or options contracts relating to such Reference Asset. “Single Exchange Index” means an Index which is not a Multi Exchange Index. “Scheduled Trading Day” means (i) if the Reference Asset is a Single Exchange Index, any day on which each Exchange and each Related Exchange are scheduled to be open for trading for their respective trading session hours, and (ii) if the Reference Asset is a Multi Exchange Index then each
50
day on which the Index Sponsor is scheduled to publish the level of the Reference Asset and on which the Exchange(s) in respect of Component Securities of the relevant Index which account for at least 80 per cent. of the level of the Index are scheduled to be open for trading on their regular trading sessions and each Related Exchange (if any) is scheduled to be open for trading for its regular trading session. “Valuation Time” means, in relation to an Index, (i) for the purposes of determining whether a Market Disruption Event has occurred, (a) in respect of any Component Security, the Scheduled Closing Time on the Exchange in respect of such security, and (b) in respect of any options or futures contracts on such Index, the close of trading on the relevant Related Exchange, and (ii) in all other circumstances, the time with reference to which the Index Sponsor calculates the closing level of the Index.
19.2 Consequence of Disrupted Day If any Relevant Day (other than a day which would otherwise be an Averaging Date) is a Disrupted Day: 19.2.1 where the Securities are not limited to a Basket, the Relevant Day shall be the first succeeding
Scheduled Trading Day that is not a Disrupted Day unless each of the Scheduled Trading Days immediately following the day which (but for the occurrence of the Disrupted Day) would have been the Relevant Day (the “Scheduled Relevant Day”), until and including the Cut-Off Date, is a Disrupted Day. In that case (ii) the Cut-Off Date shall be deemed to be the Relevant Day (notwithstanding the fact that such day is a Disrupted Day) and (ii) the Calculation Agent shall determine the Reference Asset Price by determining the level of the Index as of the Valuation Time on the Cut-Off Date in accordance with the formula for and method of calculating the Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on the Cut-Off Date of each security comprised in the Index (or if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on the Cut-Off Date); or 19.2.2 in the case of a Security which is limited to a Basket, the Relevant Day for each Index not
affected by the occurrence of a Disrupted Day shall be the Scheduled Relevant Day and the Relevant Day for each Index affected by the occurrence of a Disrupted Day (each an “Affected Index”) shall be the next following Scheduled Trading Day that is not a Disrupted Day relating to the Affected Index, unless each of the Scheduled Trading Days immediately following the Scheduled Relevant Day, until and including the Cut-Off Date, is a Disrupted Day relating to that Index. In that case, (i) the Cut-Off Date shall be deemed to be the Relevant Day for the Affected Index, notwithstanding the fact that such day is a Disrupted Day and (ii) the Calculation Agent shall determine the Reference Asset Price using, in relation to the Affected Index, the level of that Index as of the Valuation Time on the Cut-Off Date in accordance with the formula for and method of calculating that Index last in effect prior to the occurrence of the Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on the Cut-Off Date of each security in that Index (or if an event giving rise to a Disrupted Day has occurred in respect of the relevant security/commodity on that eighth Scheduled Trading Day, its good faith estimate of the value for the relevant security as of the Valuation Time on the Cut-Off Date).
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19.3 Disrupted Days (for Averaging Dates) If any Relevant Day which would otherwise be an Averaging Date is, in the opinion of the Calculation Agent, a Disrupted Day, then: [For Omission of Averaging Dates, use the following: Such date will be deemed not to be an Averaging Date for purposes of determining the relevant amount payable provided that, if through the operation of this provision there would not be an Averaging Date, then the provisions of sub-paragraphs 20.2.1 and 20.2.2 above will apply for the purposes of determining the relevant Reference Asset Price on the final Averaging Date as if such Averaging Date were a Relevant Day that was a Disrupted Day.] [For Postponement of Averaging Dates, use the following: The provisions of sub-paragraphs 20.2.1 and 20.2.2 above will apply for purposes of determining the relevant Reference Asset Price on that Averaging Date as if such Averaging Date were a Relevant Day that was a Disrupted Day irrespective of whether, pursuant to such determination, that deferred Averaging Date would fall on a day that already is or is deemed to be an Averaging Date.] [For Modified Postponement of Averaging Dates, use the following: (i)
Where there is only a single Reference Asset, the Averaging Date shall be the first succeeding Valid Date. If the first succeeding Valid Date has not occurred as of the Valuation Time on the Cut-Off Date, then (A) the Cut-Off Date shall be deemed to be the Averaging Date (irrespective of whether the Cut-Off Date is already an Averaging Date), and (B) the Calculation Agent shall determine the relevant Reference Asset Price for that Averaging Date in accordance with subparagraph 20.2.1(ii) of the Consequence of Disrupted Day provisions.
(ii)
Where there is a Basket of Reference Assets, the Averaging Date for each Index not affected by the occurrence of a Disrupted Day shall be the originally designated Averaging Date (the “Scheduled Averaging Date”) and the Averaging Date for an Index affected by the occurrence of a Disrupted Day shall be the first succeeding Valid Date in relation to Reference Asset. If the first succeeding Valid Date in relation to such Reference Asset has not occurred as of the Valuation Time on the Cut-Off Date, then (A) the Cut-Off Date shall be deemed to be the Averaging Date (irrespective of whether the Cut-Off Date is already an Averaging Date) in relation to such Reference Asset, and (B) the Calculation Agent shall determine the relevant Reference Asset Price for such Averaging Date in accordance with sub-paragraph 20.2.2(ii) of the Consequence of Disrupted Day provisions.]
19.4 Market Disruption “Market Disruption Event” shall mean with respect to any Reference Asset that is a Single Exchange Index 19.4.1 any suspension of or limitation imposed on trading by any relevant Exchange(s) or Related
Exchange (if any) or otherwise and whether by reason of movements in price exceeding limits permitted by the Exchange or Related Exchange (if any) or otherwise (i) relating to Component Securities or (ii) futures or options contracts relating to the Index on any relevant Related Exchange at any time during the Relevant Day, which the Calculation Agent determines is materia l (an “Index Trading Disruption”); or 19.4.2 any event (other than the early closure described in Condition 19.4.3 below) that disrupts or
impairs (as determined by the Calculation Agent) the ability of market participants in general
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(i) to effect transactions in, or obtain market values for Component Securities on any relevant Exchange(s); or (ii) to effect transactions in, or obtain market values for, futures or options contracts relating to the Reference Asset on any relevant Related Exchange at any time during the Relevant Day, which the Calculation Agent determines is material (an “Index Exchange Disruption”); or 19.4.3 a closure on any Exchange Business Day of any relevant Exchange(s) or Related Exchange(s)
relating to Component Securities prior to its Scheduled Closing Time unless such earlier closing time is announced by such Exchange(s) or Related Exchange(s) at least one hour prior to the earlier of (i) the actual closing time for the regular trading session on such Exchange(s) or Related Exchange(s) on such Exchange Business Day; and (ii) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the Valuation Time on such Exchange Business Day (an “Index Early Closure”). Where the relevant Index Trading Disruption, Index Exchange Disruption or Index Early Closure affects Component Securities that comprise 20 per cent. or more of the level of the Index. And with respect to any Reference Asset that is a Multi Exchange Index, either: (i)
the occurrence or existence, in respect of any Component Security, of: (1)
any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise: (i) relating to any Component Security on the Exchange in respect of such Component Security; or (ii) in futures or options contracts relating to the Index on the Related Exchange at any time during the Relevant Day, which the Calculation Agent determines is material (a “Multi Exchange Index Trading Disruption”);
(2)
any event (other than a Multi Exchange Index Early Closure as detailed in (3) below) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for: (i) any Component Security on the Exchange in respect of such Component Security; or (ii) futures or options contracts relating to the Index on the Related Exchange at any time during the Relevant Day, which the Calculation Agent determines is material (a “Multi Exchange Index Exchange Disruption”); or
(3)
the closure on any Exchange Business Day of the Exchange in respect of any Component Security or the Related Exchange prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or Related Exchange (as the case may be) at least one hour prior to the earlier of: (i) the actual closing time for the regular trading session on such Exchange or Related Exchange (as the case may be) on such Exchange Business Day; and (ii) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the relevant Valuation Time on such Exchange Business Day (a “Multi Exchange Index Early Closure”),
where the aggregate of all Component Securities in respect of which a Multi Exchange Index Trading Disruption, a Multi Exchange Index Exchange Disruption or a Multi Exchange Index Early Closure occurs or exists comprises 20 per cent. or more of the level of the Index; or (ii)
the occurrence or existence, in respect of futures or options contracts relating to the Index, of: (a) a Multi Exchange Index Trading Disruption; (b) an Multi Exchange Index Exchange Disruption at any time during the one hour period that ends at the Valuation Time in respect of
53
the Related Exchange; or (c) a Multi Exchange Index Early Closure, which in any case the Calculation Agent determines is material. For the purposes of determining whether such an event exists at any time, if it occurs with respect to data reference included in the Index or Multi Exchange Index at any time, then the relevant percentage contribution of that data reference to the level of the Index or Multi Exchange Index as the case may be shall be based on a comparison of (i) the portion of the Index or Multi Exchange Index (as the case may be) attributable to that data reference and (ii) the overall level of the Index or Multi Exchange Index (as the case may be), in each case immediately before the occurrence of such event.
19.5 Potential Adjustment Event Following the occurrence of any of the following the Calculation Agent shall notify Holders in accordance with the Terms and Conditions, stating the occurrence of such event and the determination (if any) made a consequence thereof: 19.5.1
if the Index is: (a)
not calculated and announced by the Index Sponsor but is calculated and published by a successor to the Index Sponsor (the “Successor Index Sponsor”) acceptable to the Calculation Agent; or
(b)
replaced by a successor index using, in the opinion of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of the Index,
then (in each case) that index (the “Successor Index”) will be deemed to be the Index so calculated and announced by such Successor Index Sponsor as the case may be; or 19.5.2
if: (a)
on or prior to any Relevant Day the Index Sponsor or, if applicable, the Successor Index Sponsor makes a material change in the formula for of method of calculating the Index or in any other way materially modifies the Index (other than a modification prescribed in that formula or method to maintain the Index in the event of changes in constituent securities and capitalisation (if appropriate) and other routine events) (an “Index Modification”) or permanently cancels the Index and no Successor Index exists (an “Index Cancellation”); or
(b)
on any Relevant Day in the Index Sponsor or, if applicable, the Successor Sponsor fails to calculate and publish the Index (“ Index Disruption” ), then (in each case) the Calculation Agent shall determine the relevant Reference Asset Price using, in lieu of the published level of the Index on the Relevant Day, the level of the Index as determined by the Calculation Agent in accordance with the formula for and method of calculating the Index last in effect prior to the Index Modification, Index Cancellation or Index Disruption, but using only those securities that comprise the Index immediately prior to the Index Modification, Index Cancellation or Index Disruption (other than those securities that have since ceased to be listed on the Exchange).]
20 Provisions for Funds [For Securities linked to Reference Asset(s) that do not include Funds: This Condition is not applicable.]
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[For Securities linked to Reference Asset(s) that include Funds:
20.1 Definitions “Disrupted Day” means a day in respect of which the Calculation Agent determines, in respect of a Reference Asset which is a Fund, the occurrence or existence of a Potential Adjustment Event as described in Condition 20.3 below. “Fund” means the entity, collective investment scheme, fund, trust, partnership or similar arrangement or undertaking specified as the Reference Asset, or any Replacement Fund. “Fund Interest” means a unit, share, partnership interest, or other similar direct interest in a Fund that entitles the holder of such interest to a share in the net assets of that Fund, specified as the Reference Asset, or such relevant interests in any Replacement Fund as determined by the Calculation Agent in accordance with the Terms and Conditions below. “Investing Entity” means the Issuer, any affiliate of the Issuer or any hedge counterparty that holds, redeems or subscribes Fund Interests and references in the Terms and Conditions to an Investing Entity are to any such entity acting in that capacity. “Reference Asset Price” means, in respect of a Fund on any day, subject to any adjustment as provided herein, the most recent net asset value per Fund Interest of the Fund as published by the manager of the Fund or by or on behalf of the Reference Asset Issuer or, if the Reference Asset is quoted, listed or traded on an exchange, the closing price per share of the Fund on such exchange on such day less any applicable taxes that would be incurred by a holder of a Fund Interest in redeeming such Fund Interest provided that if an Investing Entity either makes an investment in, or redeems, Fund Interests as of the last relevant Reference Asset Valuation Date, as determined by the Calculation Agent, at a price per Fund Interest that is different from the one so notified or published, the net price per Fund Interest at which such investment or redemption is effected shall be treated as the Reference Asset Price. “Reference Asset Publication Date” means the date on which the net asset value per Fund Interest is published in respect of a Reference Asset Valuation Date (expected to be the date(s) specified as such in Condition 22). “Reference Asset Valuation Date” means the dates specified as such in Condition 22. “Scheduled Trading Day” means each Business Day.
20.2 Consequence of Disrupted Day If any Relevant Day is a Disrupted Day, then, without prejudice to its rights under Condition 20.3 below: 20.2.1 in the case of a Security which is not linked to a Basket, the Calculation Agent may, acting in
good faith and a commercially reasonable manner, delay the Relevant Day to a date no later than the Cut-Off Date; or 20.2.2 in the case of a Security which is linked to a Basket, the Relevant Day for each Reference Asset
which is a Fund which is not affected by the occurrence of a Disrupted Day shall be the day which (but for the occurrence of the Disrupted Day) would have been the Relevant Day; and for each Reference Asset which is a Fund which is affected by the occurrence of a Disrupted Day the Calculation Agent may, acting in good faith and a commercially reasonable manner, delay the Relevant Day to a date no later than the Cut-Off Date.
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20.3 Potential Adjustment Event Following the occurrence, as determined by the Calculation Agent, of any of the following, with respect to a Reference Asset that is a Fund (each a “Potential Adjustment Event”): 20.3.1 there has been no publication of the price of the Reference Asset or such price has not otherwise
been made available in the manner and from the sources which customarily provide such information when it was expected to be so; or 20.3.2 the Reference Asset Issuer or its manager imposes fees or dealing rules or any event occurs that
increases the effective costs of dealing (such as , but not limited to, a new deduction or withholding of tax) in the Reference Asset which cannot be avoided by taking reasonable remedial measures; or 20.3.3 there is a failure by any exchange on which the Reference Asset is listed, quoted or traded to
announce or publish the price for the Reference Asset (or the information necessary for determining such price), or the temporary or permanent discontinuance or unavailability of such price by such exchange or, with respect to any Reference Asset which is not listed, quoted or traded on an exchange, any event occurs as a result of which the determination of the valuation of the relevant Reference Asset becomes, and, in the judgment of the Calculation Agent, is likely to remain for the foreseeable future, impossible or impracticable; or the frequency with which such valuation is reported or published is changed to an extent which is considered material by the Calculation Agent; or 20.3.4 an order is made or an effective resolution passed for the winding up or dissolution or
termination or analogous proceedings (including, but not limited to voluntary or involuntary liquidation, bankruptcy, insolvency) affecting the legal entity being a body corporate, trust, partnership or similar entity which issues the relevant Reference Asset (the “Reference Asset Issuer”); or 20.3.5 an order is made or an effective resolution passed for the winding up or dissolution or
termination or analogous proceedings (including, but not limited to, a change of, or voluntary or involuntary liquidation, bankruptcy, insolvency) affecting any trustee, general partner, administrator, custodian or other service provider (each a “Service Provider”); or 20.3.6 any action, condition or circumstance, including without limitation the obtaining, effecting or
maintenance of any necessary consent, approval, authorisation, exemption, filing, licence, order, recording or registration at any time which is or was required to be taken, fulfilled or completed in order to enable the Reference Asset Issuer and/or any Service Provider lawfully to enter into, exercise its rights and perform and comply with its obligations has not been taken, fulfilled or completed or has been cancelled, suspended or revoked; 20.3.7 any action, suit, proceeding, inquiry or investigation has been taken or brought, or is pending,
by any court, governmental or regulatory body or agency in connection with the Reference Asset Issuer and/or any Service Provider and/or such person or entity which the Calculation Agent considers in its sole and absolute discretion to be material; or 20.3.8 any condition or any agreement in connection with the Reference Asset Issuer and/or use of the
Reference Asset with respect to a Security (including, without limitation, any licensing, consultancy, sponsorship, dealer or advisory agreement or reporting requirement) has not been fulfilled, or has been cancelled or amended; or
56
20.3.9 any event occurs which makes any value ascribed to the Reference Asset at such time and any
future publications of price or the value ascribed to such Reference Asset likely to be, in the opinion of the Calculation Agent, unreliable, inaccurate or unrepresentative; or 20.3.10 there is a material change in any condition, event, circumstance, fact or matter pertaining to the
Reference Asset or the Reference Asset Issuer (including, but not limited to, any change in the investment style, strategy, objectives, guidelines and/or investment policies (including, without limitation, the entry into investments which are materially less liquid) or any Service Provider or restrictions applicable to the Reference Asset or the Reference Asset Issuer or any Service Provider, the modification of any provision in any prospectus or other information document made available to any investor or potential investor ) has occurred or any change in the form of distributions paid from such Reference Asset or any failure with respect to the Reference Asset by the Reference Asset Issuer to comply with its stated terms, which in each case the Calculation Agent determines in its sole and absolute discretion to be material, in each case since the earlier of (i) the Initial Fixing Date and (ii) the Issue Date; or 20.3.11 any (i) information provided to the Calculation Agent in connection with any Reference Asset is
to any extent misleading or inaccurate; or (ii) any new information comes to light which might, if considered with the information previously provided to the Calculation Agent in connection with a Reference Asset, has an adverse effect on the Calculation Agent's view of the performance, operation or management of any or all of the Reference Assets; or 20.3.12 a material limitation is imposed on trading in the Reference Asset or any contract with respect
to it on any exchange or principal trading market, its dealing schedule is changed, its subscription and/or redemption liquidity is decreased, payments in respect of redemption are made otherwise than solely in the Reference Asset Currency, there is a material reduction in the assets under management by such Reference Asset Issuer or any other event occurs, without limitation, which restricts, in whole or in part or on a permanent or temporary basis, dealings of any nature with respect to the Reference Asset (including any event contemplated by the related constitutive and governing documents of such Reference Asset Issuer, its subscription agreements or other agreement of such Reference Asset Issuer specifying the terms and conditions relating to such Reference Asset (each a “Reference Asset Document”)); or 20.3.13 the imposition of, change in, or removal of an excise, severance, sales, use, value-added,
transfer, stamp, documentary, recording or similar tax on, or measured by reference to, the Reference Asset (other than tax on, or measured by reference to, overall gross or net income) by any government or taxation authority after the Issue Date, if the direct effect of such imposition, change or removal is to raise or lower the price of such Reference Asset on any Relevant Day from what it would have been without such imposition, change or removal or any event, fact or circumstance which, in the determination of the Calculation Agent, adversely affects the tax treatment for a hypothetical investor in the relevant Reference Asset located in the same jurisdiction as the country of incorporation of the Issuer and deemed (i) in the case of any deemed notional redemption of such Reference Asset, to have submitted to the relevant Reference Asset Issuer on the last date on which such person interested in such Reference Asset would be permitted, pursuant to the Reference Asset Documents, a notice in a manner which is timely for a redemption of such Reference Asset on the redemption date for such Reference Asset which falls immediately prior to the date for calculation of the Final Reference Asset Performance; and (ii) in the case of any deemed notional investment of such Reference Asset, to have submitted to the relevant Reference Asset Issuer a timely and duly completed notice requesting subscription, as of the specified day, to such Reference Asset Issuer, in each case
57
who is deemed to have the benefits and obligations, as provided under the Reference Asset Documents, of an investor holding, as of such date, an interest in the relevant Reference Asset in the amount specified in any such notice; or 20.3.14 a subdivision, consolidation or reclassification of the Reference Asset or a free distribution,
issue or dividend of any such Reference Assets to existing holders by way of bonus, capitalisation or similar issue; or 20.3.15 a distribution, issue or dividend to existing holders of the Reference Asset of (i) shares of the
Reference Asset Issuer, or (ii) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Reference Asset Issuer equally or proportionately with such payments to holders of such Reference Assets, or (iii) share capital or other securities of another company acquired or owned (directly or indirectly) by the Reference Asset Issuer as a result of a spin-off or other similar transaction, or (iv) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent, or (v) a distribution of cash dividends on the Reference Asset equal to or greater than 8 per cent. of the then current market value of the Reference Asset; or 20.3.16 an extraordinary dividend as determined by the Calculation Agent; or 20.3.17 a call by the Reference Asset Issuer in respect of Reference Assets that are not fully paid; or 20.3.18 a repurchase by the Reference Asset Issuer or any of its subsidiaries of relevant units of the
Reference Asset whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise; or 20.3.19 in respect of the Reference Asset Issuer, an event that results in any shareholder rights being
distributed or becoming separated from shares of common stock or other shares of the capital stock of the Reference Asset Issuer pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value, as determined by the Calculation Agent, provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or 20.3.20 any other event that may have a diluting or concentrative effect on the theoretical value of the
Reference Asset, then at any time in any such case, the Calculation Agent may: (a)
waive such Potential Adjustment Event; or
(b)
make such corresponding adjustments to its basis of calculating any value or price relating to the Reference Asset as it shall deem reasonable and appropriate acting in good faith and in a commercially reasonable manner. This may include using an estimated or modified value in respect of the relevant value or price relating to the Reference Asset in place of the missing or published version to account for such events . Such estimated or modified level, value or price would be based on prevailing market conditions, the last available value or price of that Reference Asset (as applicable) and any other conditions that the Calculation Agent considers relevant. Once such a value has been used as the basis for any calculation or determination by the Calculation Agent it shall not be altered or adjusted thereafter; or
58
(c)
replace any or all of the Reference Assets or any assets used in calculation of the value of the Reference Asset with units or shares of one or more successor Fund(s) (any such replacement being a “Replacement Fund”) (and as appropriate make corresponding replacements of the Reference Asset Issuer and corresponding appropriate adjustments to any other conditions that the Calculation Agent considers relevant), whereupon the successor fund(s) will be deemed to be the successor(s) to the relevant Reference Asset and will take effect from the date of such replacement, provided however that: (i) the successor fund(s), in the sole determination of the Calculation Agent, has similar investment aims and objectives to that of the relevant Reference Asset; and (ii) such replacement will have the effect that the relevant event would cease to apply to such replacement. Thereafter, all references to the relevant Reference Asset or Reference Asset Issuer (as applicable) shall be deemed to be references to such relevant successors; or
(d)
remove one or more Reference Assets that are Funds from the calculation and adjust the weighting (if any) of the remaining assets which comprise the Reference Assets; or
(e)
adjust the terms of the Securities by theoretically selling the Reference Asset at a price determined by the Calculation Agent in good faith and in a commercially reasonable manner (the “Theoretical Sale Price”) and allocating the proceeds to an alternative theoretical asset selected by the Calculation Agent in its sole and absolute discretion (the “Reserve Asset”) (such as, by way of example only, a fixed income unit). From that point onwards the Reference Asset shall be allocated 100 per cent. to the Reserve Asset unless in the sole discretion of the Calculation Agent the relevant Potential Adjustment Event ceases to occur at which point amounts theoretically applied to the Reserve Asset may be adjusted such that the expressed basis of calculation of the Reference Asset shall be applied (notwithstanding such allocation to the Reserve Asset) all as determined by the Calculation Agent. As the Theoretical Sale Price will be determined by the Calculation Agent and because a Potential Adjustment Event will have occurred and be continuing it is likely that its level or price will be significantly less than the most recently available level or price of the Reference Asset, and may be zero. If a Potential Adjustment Event has occurred and is continuing in respect of a Relevant Day, the Issuer may theoretically sell the relevant Reference Asset or its constituent at the Theoretical Sale Price and allocate the proceeds to the Reserve Asset in accordance with the provision above.
The Issuer may redeem the Securities on such date as it may determine in its sole and absolute discretion at the fair market value of such Security (taking into account any such Potential Adjustment Event) by giving notice to the Holders in accordance with the Terms and Conditions. Any such value shall take into account fully any costs, losses, expenses to the Issuer and any of its affiliates of unwinding or adjusting any underlying or related hedging arrangements (including but not limited to any options or selling or otherwise realising any instruments of any type whatsoever which any such party may hold as part of any such hedging arrangements), all as determined by the Calculation Agent in its sole and absolute discretion.]
59
21 Rights 21.1
Settlement [If Physical Delivery Option is applicable, include the following text: Subject to the Exercise provisions below, upon due Exercise (including certification as to non-U.S. beneficial ownership) the Issuer shall redeem each Security on the Settlement Date at the appropriate Settlement Amount (as defined in Condition 21.2 below) less Expenses, provided that such amount shall not be less than zero and, where Minimum Assurance applies, the Settlement Amount shall not be less than the Minimum Assured Return. Where the Reference Asset Currency is different from the Settlement Currency, the Settlement Amount shall be converted into the Settlement Currency at the prevailing Exchange Rate and Rounded.] [If Physical Delivery Option is not applicable, include the following text: The Issuer shall redeem each Security on the Settlement Date at the appropriate Settlement Amount (as defined in below) less Expenses, provided that such amount shall not be less than zero and, where Minimum Assurance applies, the Settlement Amount shall not be less than the Minimum Assured Return. Where the Reference Asset Currency is different from the Settlement Currency, the Settlement Amount shall be converted into the Settlement Currency at the prevailing Exchange Rate and Rounded.]
21.2
Settlement Amount [For Securities linked to a single Reference Asset: 21.2.1 If a Barrier Event has occurred, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Final Reference Asset Performance 21.2.2 If a Barrier Event has not occurred, and: (a)
the Final Reference Asset Performance is greater than the Upper Performance Barrier, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Final Reference Asset Performance; or
(b)
the Final Reference Asset Performance is less than or equal to the Upper Performance Barrier, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Upper Performance Barrier
21.2.3 Definitions: “Barrier Event” means if, at any time during the Observation Period, the Reference Asset Performance is equal to or less than the Lower Performance Barrier. “Barrier Price” means, in respect of a Reference Asset, the Reference Asset Price except that for these purposes the Valuation Time shall mean [the Scheduled Closing Time on the Exchange][insert time][at any time during the regular trading hours on the Exchange]. “Entitlement” means, subject to any adjustment pursuant to the terms herein, [Specify currency] [Specify amount] per Security.
60
“Final Reference Asset Performance” means (i) the Reference Asset Performance on the Valuation Date or (ii) if Averaging applies in relation thereto, the Final Reference Asset Performance as determined in accordance with Condition 15. “Initial Reference Asset Price” means, with respect to a Reference Asset, (i) [the Reference Asset Price of the Reference Asset on the Initial Fixing Date] [the amount specified as such in Condition 22], or (ii) if Averaging applies in relation thereto, the Initial Reference Asset Price as determined in accordance with Condition 15. “Lower Performance Barrier” means [? ] per cent. [“Observation Date” means [insert single date or series of dates].] “Observation Period” means, in respect of a Reference Asset, [each Scheduled Trading Day in respect of that Reference Asset in the period from (and including) [Specify date] [the Issue Date] [the Initial Fixing Date] to (and including) [Specify date] [the [final] Valuation Date] [the final Averaging-Out Date] in respect of that Reference Asset excluding any day which is a Disrupted Day in respect of such Reference Asset other than [the final Valuation Date] [the final Averaging-Out Date]][each Observation Date]. “Reference Asset” means the Reference Asset specified as such in Condition 22. “Reference Asset Performance” means, with respect to a Reference Asset on any Relevant Day: (i) for the purpose of determining whether a Barrier Event has occurred, the Barrier Price on such Relevant Day; or (ii) for any other purpose, the Reference Asset Price on such Relevant Day; and (iii) in each case divided by the Initial Reference Asset Price, expressed as a percentage. “Settlement Currency” means [specify the Settlement Currency]. “Upper Performance Barrier” means [? ] per cent.] [For Securities linked a Basket (for which NO Best of or Worst of selection has been made): 21.2.1 If a Barrier Event has occurred, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Final Reference Asset Performance 21.2.2 If a Barrier Event has not occurred, and: (a)
the Final Reference Asset Performance is greater than the Upper Performance Barrier, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Final Reference Asset Performance; or
(b)
the Final Reference Asset Performance is less than or equal to the Upper Performance Barrier, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Upper Performance Barrier
21.2.3 Definitions: “Barrier Event” means if, at any time during the Observation Period, the Reference Asset Performance is equal to or less than the Lower Performance Barrier.
61
“Barrier Price” means, in respect of a Basket Component, the Reference Asset Price for such Basket Component except that for these purposes the Valuation Time shall mean [the Scheduled Closing Time on the Exchange][insert time][at any time during the regular trading hours of the Exchange]. “Basket Component” means each component of a basket (the “Basket”) of reference assets (each a “Reference Asset”) as set out in Condition 22. “Basket Component Performance” means, with respect to a Basket Component on any Relevant Day (i) for the purpose of determining whether a Barrier Event has occurred, the Barrier Price for such Basket Component on such Relevant Day; or (ii) for any other purpose, the Reference Asset Price for such Basket Component on such Relevant Day; and (iii) in each case divided by its Initial Reference Asset Price, expressed as a percentage. “Entitlement” means, subject to any adjustment pursuant to the terms herein, [Specify currency] [Specify amount] per Security. “Final Reference Asset Performance” means (i) the Reference Asset Performance on the Valuation Date, or (ii) if Averaging applies in relation thereto, the Final Reference Asset Performance as determined in accordance with Condition 15. “Initial Reference Asset Price” means, in respect of a Basket Component, (i) [the Reference Asset Price of such Basket Component on the Initial Fixing Date] [the amount specified as such for such Basket Component in Condition 22], or (ii) if Averaging applies in relation thereto, the Initial Reference Asset Price for such Basket Component as determined in accordance with Condition 15. “Lower Performance Barrier” means [? ] per cent. [“Observation Date” means [insert single date or series of dates].] “Observation Period” means, in respect of a Basket, [each Scheduled Trading Day in respect of each Basket Component therein in the period from (and including) [Specify date] [the Issue Date] [the Initial Fixing Date] to (and including) [Specify date] [the [final] Valuation Date] [the final Averaging-Out Date] excluding any day which is a Disrupted Day in respect of any Basket Component other than [the final Valuation Date] [the final Averaging-Out Date]][each Observation Date]. “Reference Asset Performance” means, with respect to a Basket on any Relevant Day, an amount equal to the sum of the values calculated for each Basket Component as the product of its Basket Component Performance on such Relevant Day and its Weighting. “Settlement Currency” means [specify the Settlement Currency]. “Upper Performance Barrier” means [? ] per cent. “Weighting” means the weighting specified as such for each Basket Component under Condition 22.] [For Securities linked to a Basket where a Best of selection is applicable: 21.2.1 If a Barrier Event has occurred, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Final Reference Asset Performance
62
21.2.2 If a Barrier Event has not occurred, and: (a)
the Final Reference Asset Performance is greater than the Upper Performance Barrier, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Final Reference Asset Performance; or
(b)
the Final Reference Asset Performance is less than or equal to the Upper Performance Barrier, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Upper Performance Barrier
21.2.3 Definitions: “Barrier Event” means if, at any time during the Observation Period, the Reference Asset Performance is equal to or less than the Lower Performance Barrier. “Barrier Price” means, in respect of a Basket Component, the Reference Asset Price of such Basket Component except that for these purposes the Valuation Time shall mean [the Scheduled Closing Time on the Exchange][insert time][at any time during the regular trading hours of the Exchange]. “Basket Component” means each component of a basket (the “Basket”) of reference assets (each a “Reference Asset”) as set out in Condition 22. “Basket Component Performance” means, with respect to a Basket Component on any Relevant Day: (i) for the purpose of determining whether a Barrier Event has occurred, the Barrier Price for such Basket Component on such Relevant Day; or (ii) for any other purpose, the Reference Asset Price for such Basket Component on such Relevant Day; and (iii) in each case, divided by its Initial Reference Asset Price, expressed as a percentage. “Best Performing Basket Component” means, with respect to a Basket (i) the Basket Component with the highest Basket Component Performance on the Relevant Day or (ii) if Averaging applies in relation thereto, then with respect to determining the Final Reference Asset Performance, the Basket Component with the highest Basket Component Performance on the first Averaging-Out Date and (iii) if more than one Basket Component has an equally high Basket Component Performance on such Relevant Day, the Best Performing Basket Component shall be determined by the Calculation Agent in its absolute discretion. “Entitlement” means, subject to any adjustment pursuant to the terms herein, [Specify currency] [Specify amount] per Security. “Final Reference Asset Performance” means (i) the Reference Asset Performance on the Valuation Date, or (ii) if Averaging applies in relation thereto, the Final Reference Asset Performance as determined in accordance with Condition 15. “Initial Reference Asset Price” means, in respect of a Basket Component, (i) [the Reference Asset Price of such Basket Component on the Initial Fixing Date] [the amount specified as such for such Basket Component in Condition 22], or (ii) if Averaging applies in relation thereto, the Initial Reference Asset Price for such Basket Component as determined in accordance with Condition 15. “Lower Performance Barrier” means [? ] per cent.
63
[“Observation Date” means [insert single date or series of dates].] “Observation Period” means, in respect of a Basket, [each Scheduled Trading Day in respect of each Basket Component therein in the period from (and including) [Specify date] [the Issue Date] [the Initial Fixing Date] to (and including) [Specify date] [the [final] Valuation Date] [the final Averaging-Out Date] excluding any day which is a Disrupted Day in respect of any Basket Component other than [the final Valuation Date] [the final Averaging-Out Date]][each Observation Date]. “Reference Asset Performance” means, with respect to a Relevant Day, the Basket Component Performance of the Best Performing Basket Component. “Settlement Currency” means [specify the Settlement Currency]. “Upper Performance Barrier” means [? ] per cent.] [For Securities linked to a Basket where a Wo rst of selection is applicable: 21.2.1 If a Barrier Event has occurred, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Final Reference Asset Performance 21.2.2 If a Barrier Event has not occurred, and: (a)
the Final Reference Asset Performance is greater than the Upper Performance Barrier, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Final Reference Asset Performance; or
(b)
the Final Reference Asset Performance is less than or equal to the Upper Performance Barrier, then the Settlement Amount shall be an amount calculated in accordance with the following formula: Entitlement × Upper Performance Barrier
21.2.3 Definitions: “Barrier Event” means if, at any time during the Observation Period, the Reference Asset Performance is equal to or less than the Lower Performance Barrier. “Barrier Price” means, in respect of a Basket Component, the Reference Asset Price of such Basket Component except that for these purposes the Valuation Time shall mean [the Scheduled Closing Time on the Exchange][insert time][at any time during the regular trading hours of the Exchange]. “Basket Component” means each component of a basket (the “Basket”) of reference assets (each a “Reference Asset”) as set out in Condition 22. “Basket Component Performance” means, with respect to a Basket Component on any Relevant Day: (i) for the purpose of determining whether a Barrier Event has occurred, the Barrier Price for such Basket Component on such Relevant Day; or (ii) for any other purpose, the Reference Asset Price for the Basket Component on such Relevant Day; and (iii) in each case, divided by its Initial Reference Asset Price, expressed as a percentage.
64
“Entitlement” means, subject to any adjustment pursuant to the terms herein, [Specify currency] [Specify amount] per Security. “Final Reference Asset Performance” means (i) the Reference Asset Performance on the Valuation Date, or (ii) if Averaging applies in relation thereto, the Final Reference Asset Performance as determined in accordance with Condition 15. “Initial Reference Asset Price” means, in respect of a Basket Component, (i) [the Reference Asset Price of such Basket Component on the Initial Fixing Date] [the amount specified as such for such Basket Component in Condition 22], or (ii) if Averaging applies in relation thereto, the Initial Reference Asset Price for such Basket Component as determined in accordance with Condition 15. “Lower Performance Barrier” means [? ] per cent. [“Observation Date” means [insert single date or series of dates].] “Observation Period” means, in respect of a Basket, [each Scheduled Trading Day in respect of each Basket Component therein in the period from (and including) [Specify date] [the Issue Date] [the Initial Fixing Date] to (and including) [Specify date] [the [final] Valuation Date] [the final Averaging-Out Date] excluding any day which is a Disrupted Day in respect of any Basket Component other than [the final Va luation Date] [the final Averaging-Out Date]][each Observation Date]. “Reference Asset Performance” means, with respect to a Relevant Day, the Basket Component Performance of the Worst Performing Basket Component. “Settlement Currency” means [specify the Settlement Currency]. “Upper Performance Barrier” means [? ] per cent.] “Worst Performing Basket Component” means, with respect to a Basket (i) the Basket Component with the lowest Basket Component Performance on the Relevant Day; or (ii) if Averaging applies in relation thereto, then with respect to determining the Final Reference Asset Performance, the Basket Component with the lowest Basket Component Performance on the first Averaging-Out Date; and (iii) if more than one Basket Component has an equally low Basket Component Performance on such Relevant Day, the Worst Performing Basket Component shall be determined by the Calculation Agent in its absolute discretion.] 21.4
Minimum Assurance [For Securities for which Minimum Assurance is not applicable: These Securities are not subject to Minimum Assurance.] [For Securities for which Minimum Assurance is applicable: These Securities are subject to Minimum Assurance. For this purpose: “Entitlement” has the meaning provided to it in Condition 21.2. “Minimum Assured Return” means [[?] × Entitlement / insert other basis of calculation.]
65
[For Securities linked to a single Reference Asset:
22 The Reference Asset Reference Asset
Type
Reference Asset Currency
Initial Reference Asset Price
Bloomberg/ Reuters Code(s)
Exchange
Valuation Time
Index Sponsor
Reference Asset Publication Date(s) [for
[for
Indices only]
Funds only]
[? ]
[a “Share”] [an “Index”] [a “Fund”] [delete necessary]
[? ]
[? ]
[? ]
[? ]
[? ]
[? ]
[? ]
Reference Asset Valuation Date(s) [for Funds only]
[? ]
as
This information is also set out in paragraph 48 of the Final Terms.] [For Securities linked to a Basket:
22 The Basket Basket Components
Type
Reference Asset Currency
Initial Reference Asset Price
Bloomberg/ Reuters Code(s)
Weighting (as at the Issue Date)
Exchange
Valuation Time
Index Sponsor [for Indices only]
Reference Asset Publication Date(s) [for Funds only]
[? ]
[a “Share”] [an “Index”] [a “Fund”]
[? ]
[? ]
[? ]
[? ]
[? ]
[? ]
[? ]
[? ]
Reference Asset Valuation Date(s) [for Funds only]
[? ]
[delete as necessary]
This information is also set out in paragraph 48 of the Final Terms. For the avoidance of doubt, any references to a Reference Asset in the Terms and Conditions shall also be construed as being a reference to a Basket Component.]
6 August 2007
SUPPLEMENT DATED 15 JULY 2008 TO THE PROSPECTUS DATED 6 AUGUST 2007
Nomura Bank International pic
incorporated with limited liability in England and registered under number 1981122
BASE PROSPECTUS FOR BONUS CERTIFICATES
This Supplement (the "Supplement") to the Prospectus dated 6 August 2007 (the "Prospectus") (which comprises a base prospectus), constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the "FSMA"). Terms defined in the Prospectus have the same meaning when used in this Supplement.
This Supplement is supplemental to, and should be read in conjunction with, the Prospectus and any other supplements to the Prospectus issued by Nomura Bank International pic (the "Issuer").
The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Issuer has requested the UK Listing Authority to provide the competent authority in Italy for the purposes of the Prospective Directive with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.
Solely in connection with the listing of securities on the Italian Stock Exchange the following amendments under paragraphs 1), 2), 3),4),5,6),7),8),9) below are made to the Prospectus: 1) In the Prospectus, on page 17, under paragraph 5 headed" Substitution", the following shall
be inserted at the end of paragraph 5.1.1.:
"In connection with the listing of the Securities on the Italian Stock Exchange, the obligations of the Substitute Issuer under the Securities shall be unconditionally and
irrevocably guaranteed by the Issuer or by Nomura Holdings Inc. (unless such company is itself the Substitute Issuer))" 2) In the Prospectus, on page 39, the following shall be inserted in article 17.2 "Procedure for
Exercise and/or Physical Delivery Option" at the end of paragraph applicable For Securities with Automatic Exercise and before the words "For Securities where no Physical Delivery Option applies":
"Notwithstanding this paragraph 17.2, in connection with Securities with Automatic Exercise which are listed on the Italian Stock Exchange, the Holder may waive the
Automatic Exercise, in whole or in part, by delivering a Waiver Notice that must be received by the Principal Agent by 10:00 CET of the Exercise Date. The Waiver Notice, a form of which is reproduced below, shall: (1) specify the Series, the ISIN code and the number of Securities held by the
Holder;
(2) specify the number of Securities - equal at least to the Minimum Amount of
Application and multiples thereof - in respect of which automatic exercise is being waived by the Holder; (3) specify the number of the account of the Holder with the intermediary
adhering to the "Monte Titoli" system where the Securities that are the subject of the waiver are held; (4) specify name, address and telephone and fax number of the Holder.
The Waiver Notice shall be sent via fax to the Principal Agent, Milan branch and addressed as follows: BNP Paribas Securities Services, Fax 0039 02 7247 4130, Attention of: Custody Services. Copy to:
Nomura Bank International pic
Fax 0044 207 521 1222 - Tel: 0044207521 2000 Attention of: New Issue Ops
The Waiver Notice shall be deemed received by the Principal Agent at the time indicated on the facsimile transmission report. Waiver Notices may not be withdrawn after their receipt by the Settlement Agent. The Holder, by way of sending the Waiver Notice, irrevocably exercises the right to waive the Automatic Exercise of the relevant Security. After a Waiver Notice is sent, the Security to which it refers may no longer be transferred, no amount shall be payable in respect thereof and the Issuer shall have no further obligations in respect thereof.
An incomplete Waiver Notice or a Waiver Notice which has not been timely sent, will be deemed as void and ineffective and the Automatic Exercise of the Securities shall apply on the Exercise Date.
Any assessment relating to the validity, both from a substantial and a formal perspective, of the Waiver Notice wil be performed by the Principal Agent and will be final and binding for both the Issuer and the Holder.
When the Principal Agent deems the Waiver Notice to be invalid or incomplete, the said Principal Agent undertakes to notify such invalidity or incompleteness to the relevant Holder as soon as practicable. In the event that such Waiver of Notice is subsequently amended in such a way that is satisfactory to the Principal Agent, such Waiver Notice, as amended, will be deemed
as a new Waiver Notice filed at the time such amendments are received by the Principal Agent
FORM OF WAIVER NOTICE
(PLEASE USE BLOCK CAPITALSj
(Series (e) ISIN Code (e) (the "(e) Certificates li))
bas Securities Services
to: BNP Pari
Fax 00390272474130 Attention of: Custody Services Copy to:
Nomura Bank International pic
Fax 0044 207521 1222 - Tel: 0044207521 2000
Attention of: New Issue Ops
Re: (( (e) Certificates on (ei.)) 1. Number of Certificates owned by the Holder
The undersigned hold(sl the following number of Certificates:
(ei
2. Number of Certificates for which exercise is waived The undersigned waives his/her right of Automatic Exercise in relation to the following
number of Certificates: (ei
3. Account details The Certificates for which exercise is waived are held on the account no. (e) with (ei
(insert details of the intermediary holding the Certificates and participating to the Monte Titoli S.pA clearing system). The undersigned hereby waves his/her right of Automatic Exercise in relation to the
Certificates specified in paragraph 2 above.
Name of the Holderls: (e) Full address: (ei Telephone and fax number: (e) Signature: (e)
Place and date: (e)"
3) In the Prospectus, on page 18, under paragraph 6.2.1 (a) square brackets shall be inserted to the following sentence as follows "(less the cost to the Issuer of unwinding any related
hedging arrangements!,; and (b) the following foot note (1) shall be inserted after the word li arrangements!, "(1) In case of admission to listing of the Securities on the SeDeX market of the Italian Stock Exchange, not applicable";
4) In the Prospectus, on page 20, under paragraph 9 (Early Termination) (a) square brackets shall be inserted to the following sentence as follows "(less the cost to the Issuer of unwinding any related hedging arrangements!,; and (b) the following foot note (2) shall be inserted after the word li arrangements!, "(2) In case of admission to listing of the Securities on the SeDeX market of the Italian Stock Exchange, not applicable";
5) In the Prospectus, on page 42, under paragraph 17.2.8 (Settlement Disruption) (a) square brackets shall be inserted to the following sentence as follows "(/ess the cost to the Issuer of unwinding any related hedging arrangements!,; and (b) the following foot note (3) shall be inserted after the word li arrangements!, "(3) In case of admission to listing of the Securities on the SeDeX market of the Italian Stock Exchange, not applicable";
6) In the Prospectus, on page 48, under paragraph 18.5.9(b) (a) square brackets shall be inserted to the following sentence as follows li( Any such value shall take into account fully any costs, losses, expenses to the Issuer and any of its affilates of unwinding or adjusting any underlying or related hedging arrangements (including but not limited to any options or
sellng or otherwise realising any instruments of any type whatsoever which any such party may hold as part of any such hedging arrangements), all as determined by the Calculation
Agent in its sale and absolute discretion";!,; and (b) the following foot note (4) shall be inserted after the word li discretion!, "(4) In case of admission to listing of the Securities on the SeDeX market of the Italian Stock Exchange, not applicable;ln the Prospectus, on page 21, under paragraph 11.3, the following shall be inserted at the end of the paragraph, after the word "traded': "In case of admission to listing of the Securities on the SeDeX market of the Italian Stock Exchange, all announcements and notices regarding the Securities given by the
Issuer shall be valid if (i) published via the Italian Stock Exchange in accordance with the regulations of the Italian Stock Exchange and, in any case, in accordance with with Italian law, or (ii) published on the website www.altrus.it for the time when the Securities are not listed;
7) In the Prospectus, on page 22, under paragraph 11.4, the following foot note (5) shall be inserted at the end of the paragraph after the word li published)" "(5) In case of admission to listing of the Securities on the SeDeX market of the Italian Stock Exchange, not applicable;
8) In the Prospectus, on page 22, under paragraph 11.5, the following shall be inserted at the
end of the paragraph, after the word "purpose": "In case of admission to listing of the Securities on the SeDeX market of the Italian Stock Exchange, all notices regarding the Securities given by the Holders shall be valid if sent to the Paying Agent duly appointed in Italy from time to time.
9) In the Prospectus, on page 43 under paragraph 18.1 the following shall be inserted at the end of the definition of Reference Asset Price: "In case of admission to listing of the Securities on the SeDeX market of the Italian Stock Exchange, if the Share is listed or quoted on the Italian
Stock Exchange, the Reference Asset Price shall refer to the "Prezzo di Riferimento" (reference price) of the Share quoted on the Italian Stock Exchange at the Valuation Time in accordance with the Listing Rules of the market managed and organised by Borsa Italiana S.p.A."
To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Prospectus, the statements in (a) above will prevaiL.
Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Prospectus since the publication of the
Prospectus. An investor should be aware of its rights arising pursuant to Section 870(4) of the FSMA.
Signed on behalf of the Issuer:
By:
By:
~
.......................................................................... Duly authorised
Nota di Sintesi
Introduzione Questa sintesi deve essere letta e considerata come l'introduzione al Prospetto e qualsiasi decisione d'investimento nei Titoli deve basarsi suI Prospetto nelIa sua
interezza, compresi i documenti in esso incorporati per riferimento. Nomura Bank International plc (1' "Emittente") non avra' alcuna responsabilita' in qualsiasi Stato Membro dell' Area Economica Europea nel quale le relative disposizioni delIa Direttiva Prospetto (Direttiva 71/2003) siano state attuate, fatto salvo il caso in cui questa sintesi, e le traduzioni delIa stessa, sia fuorviante, non accurata 0 imprecisa quando letta insieme con le altre parti del Prospetto. In caso di giudizio intentato in relazione alIe informazioni contenute in questo Prospetto in un tribunale di uno Stato Membro, l'attore puo' essere tenuto, ai sensi delIa legislazione di tale Stato Membro, a sostenere i costi di traduzione del Prospetto prima dell' avvio del giudizio. Descrizione dell'Emittente
L'Emittente, con sede legale in Londra, e' stato costituito in Inghilterra i122 gennaio 1986 come societa' interamente posseduta da Nomura European Holdings plc, la quale e' a sua volta interamente posseduta dalIa societa' giapponese Nomura Holdings, Inc.. Questultima, insieme con le societa' paricipate comprese nel
perimetro di consolidamento, e' di seguito definita "Gruppo Nomura". L'Emittente e' una banca inglese autorizzata dalIa, e soggetta alIa vigilanza della, Financial
Services Authority ("FSA"), quale ente creditizio dell'UE ai sensi del Financial Services and Markets Act 2000.
ale" in oltre 29 Paesi con circa 15.000 dipendenti. L'attivita' del Gruppo Nomura si aricola tramite cinque linee di business:
I1 Grppo Nomura vanta una presenza "glob
Domestic Retail, Global Markets (equity, fixed income and asset finance), Investment Baning, Merchant Baning and Asset Management. Attraverso queste, Nomura offre una vasta gamma di prodotti competitivi e servizi di consulenza e finanziar ad alto valore aggiunto. Le attivita' dell'Emittente alI'interno del Grppo
Nomura consIstono nell'emissione di titoli e nelIe operazioni in derivati ed in altre transazioni che sono oggetto di operazioni di copertra (hedging) con parti terze 0 con altri soggetti del Gruppo Nomura. Le attivita' comprendono la consulenza agli investimenti ed i servizi di
intermediazione (brokerage) per conto di c1ienti al dettaglio in Giappone, e, su base "glob
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ale", i servizi di intermediazione (brokerage), la sottoscrizione di titoli, le
attivita' di banca d'investimento, di merchant banking, e la gestione del risparmio (asset management).
Al momento Standard & Poor's ha valutato il merito di credito delI'Emittente con rating di lungo termine "A" e rating di breve termine "A-I".
Descrizione dei Titoli I Titoli saranno denominati nelIa valuta indicata nelIe Condizioni Definitive. I Titoli verrano emessi dalI , Emittente nelIa data indicata nelIe Condizioni Definitive (la
"Data d'Emissione"). Parmenti il prezzo di emissione verra' indicato nelIe Condizioni Definitive.
I Titoli costituiscono un investimento simile ad un investimento diretto in un attivita' sotto
stante 0 in un panire di attivita' sottostanti quail indici, azioni, valute 0 merci (1'
"Attivita' Sottostante"), tuttavia, a differenza di un investimento diretto, i Titoli danno diritto al percepimento di un "bonus" alIa data di liquidazione (l' "Importo di Liquidazione"), possono inoltre dare diritto alIa percezione di interessi, a tasso fisso o variabile, ma non garantiscono generalmente la restituzione del capitale (salvo il caso in cui sia diversamente indicato nelIe Condizioni Definitive), e non danno diritto al percepimento di dividendi, ne' conferiscono diritti di proprieta' in relazione all' Attivita' Sottostante.
L'Importo di Liquidazione sara' il prodotto tra un certo rendimento per titolo (il
"Rendimento") e, 0 (i) 100 per cento piu' 0 meno la percentuale di varazione del valore dell' Attivita' Sottostante alIa data finale (che puo' essere una data specifica 0
calcolata in relazione ad un certo periodo, generalmente prossima alIa data di liquidazione dei Titoli) (la "Performance Finale dell' Attivita' Sottostante") oppure
(ii) un determinato importo (la "Barriera di Performance Superiore"), e sara' soggetto alIa deduzione di certe imposte, oneri e/o spese. L'Importo di Liquidazione, dedotti tali costi, non sara' inferiore a zero.
Se il calcolo dell'Importo di Liquidazione debba effettuarsi con riferimento alIa Performana Finale dell' Attivita' Sottostante oppure alIa Barrera di Performance Superiore dipende dalIa circostanza che il valore dell' Attivita' Sottostante in un certo
periodo 0 in una certa data (il "Periodo d'Osservazione") sia mai stato par 0 inferiore rispetto al proprio Prezzo Iniziale in misúra di una certa pecentuale, di modo che il suo valore calcolato come percentuale del proprio valore iniziale (la stante") sia par 0 inferiore ad un certo livelIo barrera (la "Barriera di Performance Inferiore"). Se la performance dell' Attivita' Sottostante durante il Periodo d'Osservazione permane sempre al di sopra delIa Barrera di Performance Inferiore, alIora l'Importo di Liquidazione sara' pari al "Performance dell' Attivita' Sotto
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maggiore tra (i) la Barrera di Performance Superiore, e (ii) la Performance Finale dell' Attivita' Sottostante. Parimenti, se la Performance dell' Attivita' Sottostante durante il Periodo d'Osservazione non e' mai par 0 al di sotto delIa Barrera di
Performance Inferiore durante il Periodo d'Osservazione, alIora l'Importo di Liquidazione sara' calcolato sulIa base delIa Performance Finale dell' Attivita' Sotto
stante.
La Barrera di Performance Inferiore viene generalmente fissata ad un valore inferiore al 100%, mentre la Barrera di Performance Superiore viene generalmente fissata ad un valore superiore al 100%.
Nel caso in cui I Titoli siano colIegati ad un paniere di Attivita' Sottostanti puo' essere previsto che il calcolo dell'mporto di Liquidazione debba basarsi sulIa
performance ponderata di tutte le Attivita' Sottostanti comprese nel paniere. Alternativamente il calcolo puo' essere basato sulIa Performance dell' Attivita' Sottostante di una sola Attivita' Sottostante compresa nel paniere, sulIa base dell
a
relativa performance. In tal caso la scelta si basa sui criterio "la migliore" 0 "la
peggiore" performance. NelIe Condizioni Definitive verrano specificati la/le Attivita' Sottostante/i, il tipo di eventuali interessi, se il rimborso del capitale (0 parte di esso) e' garantito, il metodo di calcolo dell'mporto di Liquidazione, il Periodo d'Osservazione, il rendimento, la
Barera di Performance Inferiore, la Barrera di Performance Superiore e la scelta del criterio "la migliore" 0 "la peggiore" performance.
I termini e le condizioni dei Titoli sono soggetti ad alcune rettifiche indicate nel Prospetto. Inoltre i Titoli possono avere scadenza anticipata per circostanze legate alIa capacita' dell'Emittente di coprire con operazioni di hedging le proprie obbligazioni derivanti dai Titoli, oppure a causa di alcuni eventi di natura fiscale 0 di altra natura. Ciascuno di tali eventi, se doves
se verificarsi, con ogni probabilita'
pregiudichera' il rendimento atteso dai Titoli.
Le Condizioni Definitive indicherano i' eventuale richiesta di amlSSlOne a quotazione 0 alIe negozioazioni in una borsa.
Fattori di Rischio Un investimento nei Titoli comporta diversi rischi. L'investimento nei Titoli non deve essere effettuato finche' non si sia presa conoscenza, e siano stati considerati attentamente tutti gli elementi rilevanti in relazione ai Titoli. I potenziali investitori, nel prendere una decisione d'investimento nei Titoli, debbono considerare tutte le informazioni contenute nel Prospetto e consultare i propri consulenti legali, fiscali 0
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di altra natua, se necessario. Le attivita' dell'Emittente e del Gruppo Nomura, quali
fornitori di servizi su scala mondiale, sono influenzate dale condizioni di mercato
prevalenti. Ciascun investitore sopporta il rischio generale che la situazione Emittente possa deteriorare. La valutazione generale del merito di credito dell'Emittente puo' pregiudicare il valore dei Titoli. Puo' esistere un conflitto d'interessi, a causa dell'operativita' in derivati ed altre operazioni del Gruppo finanziaria dell ,
Nomura, tra i vari ruoli che puo' assumere l'Emittente e/o il Gruppo Nomura.
Un investimento nei Titoli non corrsponde ad un investimento nelI' Attività Sottostante 0 ad un investimento direttamente colIegato alIa/e Attività Sottostante/i.
In particolare gli investitori non hano diritto al percepimento di dividendi ne' diritti di proprieta' in relazione alIa/e Attività Sottostante/i.
L'investimento nei Titoli comporta certi rischi. Tra gli altr, tali rischi possono essere
quell legati al mercato azionario, al mercato obbligazionaro, ai cambi, ai tassi d'interesse, alIa volatilita' di mercato, ai rischi economici e politici ed ad una combinazioni dei sopracitati e di altr rischi.
I potenziali acquirenti dei Titoli debbono prendere atto che il valore dei Titoli puo' diminuire e debbono essere preparati a sub
ire la perdita totale del proprio
investimento nei Titoli (fatto salvo il caso in cui le Condizioni Definitive
specifichino che e' previsto il pagamento di un importo minimo alIa scadenza finale) Tale rischio non e' colIegato con la solidita' finaniaria delI'Emittente. I prezzi delIa/e Attivita' Sottostante/i possono crescere 0 diminuire nel corso dell
a
durata dei Titoli. Inoltre la/le Attivita' Sottostante/ possono essere soggeti a cambiamenti a causa di eventi societari relative agli stessi 0 ai titoli sottostanti. L'Emittente non ha effettuato alcuna indagine 0 ricerca in relazione alIa/e Attivita'
Sottostante/i. Ne' l'Emittente ne' societa' alIo stesso colIegate hanno effettuato 0 effettuerano alcuna indagine 0 ricerca in relazione alIa/e Attivita' Sottostante/i per conto di qualsiasi potenziole investitore nei Titoli.
In ogni caso occorre tenere in considerazione i tassi di cambio ed i tassi d'interesse in generale. I Titoli possono non essere colIegati con, 0 replicare, in misura totale 0 sostanziale, i movimenti di valore delIa/e Attivita' Sottostante/i, ma il valore dei Titoli puo' essere influenzato dalIa/e Attivita' Sottostante/i.
La performance dei Titoli e/o la possibilita' di acquistare, vendere 0 riacquistare i Titoli, puo' essere influenzata da cambiamenti delle condizioni economiche generali e da incertezze quali quelIe relative ad accadimenti di natura politica, modifiche alIe
poilitiche governative, l'imposizione di limitazioni ai movimenti di capitali, e modifiche alIe disposizioni regolamentar. Tali rischi aumentano in relazione ad
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investimenti nei, 0 colIegati ai mercati emergenti 0 ai Paesi non appartenenti
all'OCSE.
L'Emittente deve osservare regolamenti 0 modifiche legislative relative alIo stesso 0 ai Titoli, e cio' puo' influenzare il valore dei Titoli.
Non e' possible prevedere il prezzo al quale i Titoli verranno negoziati nel mercato secondario 0 se tale mercato sara' liquido 0 meno. I potenziali investitori nei Titoli debbono essere consapevoli del fatto che prezzi/quotazioni relative ai Titoli come ( eventualmente) fissati in una borsa valori, cosi' come i prezzi d' acquisto e vendita
dei Titoli al di fuori di un mercato (over-the-counter) possono deviare in misura significativa dal valore effettivo dei Titoli come indicato dallivelIo delIa/e Attivita'
Sottostante/i (compreso l'eventuale effetto leva). Inoltre nel caso di condizioni di mercato straordinarie, lo spread denaro/lettera puo' aumentare ed i prezzi/le quotazioni in denaro pssono diminuire significativamente e possono situarsi a valori notevolmente inferiori al valore dei Titoli calcolato sulIa base dei prezzi delIa/e Attivita' Sottostante/i.
Le disposizioni fiscali del presente documento sono basate sulIe considerazioni
dell'Emittente in relazione alIa legislazione al momento in vigore. Non puo' tuttavia esc1udersi che il regime fiscale previsto dalIe autorità 0 tribunali fiscali sia diverso da quelIo qui previsto e gli investitori devono pertanto procurarsi consulenza fiscale. Ne' l'Emittente, ne' i ColIocatori (Manager) accettano alcuna responsabilità II
relazione alIe conseguenze fiscali relative ad un investimento nei Titoli. Non vi e' alcuna partecipazione diretta 0 proprietà nelIa/e Attività Sottostante/i.
Variazioni nei prezzi delIa/e Attività Sottostante/i possono comportare che il prezzo dei Titoli scenda al di sotto del prezzo pagato per l' acquisto degli stessi. In tal caso i
detentori dei Titoli possono subire una perdita considerevole rispetto al prezzo d'acquisto corrsposto per i Titoli. Tale caso puo' verificarsi in paricolar modo quando non e' prevista una garanzia di rimborso del capitale e la performance dell' Attivita' Sottostante sia inferiore alIa Barrera di Performance Inferiore durante
il Periodo d'Osservazione ma in quel momento il valore delIa/e Attività Sottostante/i
sia pari 0 inferiore al relativo valore iniziale nel momento in cui la relativa Performance Finale dell' Attività Sottostante viene rilevata.
Sintesi dell'Offerta L'Emittente e/o il relativo eventuale Distributore (indicato nelIe Condizioni Definitive) intende offre i Titoli al publico nei luoghi indicati nelIe Condizioni
Definitive a partire dalIa, e fino alIa, relativa data indicata nelIe Condizioni
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Definitive. L' ammontare massimo di Titoli offerti, l' ammontare minimo di Titoli da sottoscrivere ed il prezzo d' offerta verrano indicati nelIe Condizioni Definitive. L'acquisto puo' avvenire per mezzo dell
a relative scheda d'adesione predisposta
dall'Emittente e/o dal relativo Distrbutore. L'Emittente puo' corrspondere una commissione al relativo Distributore ed il relative importo verra' indicato nelIe Condizioni definitive L'Emittente si riserva il diritto di annulI
are l'emissione dei Titoli se:
(a) si verifica qualsiasi circostanza che, a giudizio dell'Emittente, possa avere un effetto rilevante suli' emissione; 0 (b) la parecipazione e' inferiore alIa Partecipazione Minima indicata nelIe
Condizioni Definitive; 0
(c) l'importo complessivo dei Titoli in relazione ai quali sono pervenute offerte sia
(ovvero venga stabilito dall'Emittente 0 dal relativo Distributore che sia) inferiore all'Importo Nominale Minimo dell'Offerta indicato nelIe Condizioni Definitive. In caso di annulIamento dell'emissione, l'Emittente e/o il relativo Distributore rimborseranno il prezzo d'acquisto e le commissioni pagate dall'investitore senza interessi
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