Regulatory Filings • Aug 16, 2023
Regulatory Filings
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MiFID II product governance/Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
UK MiFIR product governance/Professional investors and ECPs only target market - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.
Prohibition of sales to EEA retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the EU PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
Prohibition of sales to UK retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
(incorporated in England under the Building Societies Act 1986, as amended) (Legal Entity Identifier (LEI): 549300XFX12G42QIKN82)
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth in the Base Prospectus dated 24 October 2022 and the supplemental prospectuses dated 18 November 2022 and 19 May 2023 which together constitute a base prospectus (the Base Prospectus) for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the UK Prospectus Regulation). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html).
| 1. | Status of the Notes: | Senior Non-Preferred | ||
|---|---|---|---|---|
| 2. | Interest Basis: | Fixed Rate (see paragraph 12 below) |
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| DESCRIPTION OF THE NOTES | ||||
| 3. | New Global Note: | Yes | ||
| 4. | Form of Notes: | Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event |
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| 5. | (a) | Series Number: | 531 | |
| (b) | Tranche Number: | 1 | ||
| (c) | Date on which the Notes will be consolidated and form a single Series: |
Not Applicable | ||
| 6. | (a) | Nominal Amount of Notes to be issued: |
JPY 2,000,000,000 | |
| (b) | Aggregate nominal amount of Series: | JPY 2,000,000,000 | ||
| (c) | Specified Currency: | Japanese Yen (JPY) | ||
| (d) | Specified Denomination(s): | JPY 100,000,000 | ||
| (e) | Calculation Amount: | JPY 100,000,000 |
| 7. | Issue Price: | 100.000 per cent. of the Nominal Amount of Notes to be issued |
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| 8. | Issue Date: | 16 August 2023 |
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| 9. | Interest Commencement Date: | Issue Date |
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| 10. | Automatic/optional conversion from one Interest Basis to another: |
Not Applicable | |
| 11. | Additional Financial Centre(s): | Tokyo and London | |
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE |
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| 12. | Fixed Rate Note Provisions | Applicable | |
| (a) | Fixed Rate(s) of Interest: | 0.900 per cent. per annum payable semi-annually in arrear on each Fixed Interest Date |
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| (b) | Fixed Interest Date(s): | 16 February and 16 August in each year from (and including) 16 February 2024 up to (and including) the Maturity Date, subject in each case to adjustment in accordance with the Business Day Convention specified below |
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| (c) | Initial Broken Amount per denomination: |
Not Applicable | |
| (d) | Fixed Coupon Amounts: | JPY 450,000 per Calculation Amount |
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| (e) | Broken Amounts: | Not Applicable |
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| (f) | Final Broken Amount per denomination: |
Not Applicable | |
| (g) | Day Count Fraction: | 30/360 | |
| (h) | Business Day Convention: | Following Business Day | |
| • Adjusted: |
Not Applicable | ||
| • Non-Adjusted: |
Applicable | ||
| (i) | Additional Business Centre(s): | Tokyo and London | |
| (j) | Determination Date(s): | Not Applicable | |
| 13. | Zero Coupon Note Provisions | Not Applicable | |
| 14. | Floating Rate Note Provisions | Not Applicable | |
| 15. | Reset Note Provisions |
Not Applicable | |
| 16. | Benchmark Discontinuation: | Not Applicable |
| 17. | Maturity Date: | 16 August 2026 | ||
|---|---|---|---|---|
| 18. | Redemption at Issuer's option: | Not Applicable | ||
| 19. | Regulatory Event (Subordinated Notes only): | Not Applicable | ||
| 20. | (a) | Senior Non-Preferred Notes: Loss Absorption Disqualification Event Redemption: |
Applicable | |
| (b) | Loss Absorption Disqualification Event: |
Full or Partial Exclusion | ||
| (c) | Senior Non-Preferred Notes: Substitution and Variation: |
Applicable | ||
| 21. | Redemption at Noteholder's option: | Not Applicable | ||
| 22. | Final Redemption Amount: | Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.000 per cent. of their nominal amount |
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| 23. | Early redemption Subordinated |
Redemption Amount payable on for taxation reasons or (for Notes only) following a Regulatory Event or (for any Note) on an Event of Default: |
JPY 100,000,000 per Calculation Amount |
The indicative rating descriptions set out in Part B of these Final Terms have been extracted from the respective websites of Moody's Investors Service Limited, S&P Global Ratings UK Limited and Fitch Ratings Ltd. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by each credit rating agency, no facts have been omitted which would render the reproduced information inaccurate or misleading.
By: ................................................................... By: ........................................................... Duly Authorised Duly Authorised
| (a) | Listing and Admission to trading: | Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market and listing on the Official List of the Financial Conduct Authority (the FCA) with effect from on or around the Issue Date. |
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| (b) | Estimated of total expenses related to admission to trading: |
£660 | |||
| 2. | RATINGS | ||||
| Ratings: | The Notes to be issued are expected to be rated: | ||||
| Moody's Investors Service Limited: A3 S&P Global Ratings UK Limited: BBB+ Fitch Ratings Ltd.: A |
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| A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. |
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| The rating agencies above have published the following high-level descriptions of such ratings: |
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| - A rating of 'A' by Moody's Investors Service Limited (Moody's) is described by it as follows: "Obligations rated A are judged to be upper medium grade and are subject to low credit risk". The modifier '3' is described by Moody's as follows: "the modifier 3 indicates a ranking in the lower end of that generic rating category". |
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| (Source: https://ratings.moodys.com/rating definitions ) |
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| - A rating of 'BBB' by S&P Global Ratings UK Limited (S&P) is described by it as follows: "An obligation rated 'BBB' exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken the obligor's capacity to meet its financial commitments on the obligation." The modifier "+" is described by S&P to show relative standing within a rating category. |
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| (Source: |
https://www.spglobal.com/ratings/en/research/ articles/190705-s-p-global-ratings-definitions-504352)
(Source: https://www.fitchratings.com/products/ratingdefinitions)
So far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
Indication of yield: 0.900 per cent. per annum (on a semi-annual basis).
The yield is calculated on the basis of the Fixed Rate of Interest and the Issue Price as at the Issue Date. It is not an indication of future yield.
| (a) | ISIN: | XS2667562677 |
|---|---|---|
| (b) | Common Code: | 266756267 |
| (c) | Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s): |
Not Applicable |
| (d) | Names and addresses of additional Paying Agent(s) (if any): |
Not Applicable |
| (e) | Intended to be held in a manner which would allow Eurosystem eligibility: |
No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.
(f) Relevant Benchmark: Not Applicable
Prohibition of Sales to EEA Retail Investors: Applicable
Prohibition of Sales to UK Retail Investors: Applicable
UKO2: 2006762826.3
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