Prospectus • Oct 20, 2025
Prospectus
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THESE AMENDED AND RESTATED FINAL TERMS HAVE BEEN CREATED SOLELY AS A MATTER OF RECORD TO RECORD THE FINAL TERMS OF THE NOTES AS AT THE DATE OF ISSUE. NO OFFER OF ANY OF THE NOTES IS BEING MADE BY THE ISSUER PURSUANT TO THIS DOCUMENT OR OTHERWISE AND THE ISSUER DOES NOT ACCEPT ANY ADDITIONAL OBLIGATIONS TO NOTEHOLDERS IN RELATION TO THIS DOCUMENT.
UK MIFIR product governance / Retail investors, professional investors and ECPs 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 retail clients, 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"), and 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 EUWA ("UK MiFIR"); and (ii) all channels for distribution of the Notes are appropriate, including investment advice, portfolio management, non-advised sales and pure execution services, subject to the suitability and appropriateness obligations of the Distributor (as defined below) under COBS, as applicable. 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 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, subject to the Distributor's suitability and appropriateness obligations under COBS, as applicable.
PRIIPs Regulation – 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; (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129, as amended (the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "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 PRIIPs Regulation.
Amended and Restated Final Terms dated 20 October 2025 amending the Final Terms dated 4 September 2025
Canadian Imperial Bank of Commerce Branch of Account: Main Branch, Toronto Legal Entity Identifier: 2IGI19DL77OX0HC3ZE78
Issue of GBP 159,159 Preference Share Linked Notes due October 2028 under a Structured Note Issuance Programme
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the Base Prospectus dated 24 January 2025 and the supplements to the Prospectus dated 28 February 2025, 30 May 2025 and 29 August 2025, which together constitute a base prospectus (the "Prospectus") for the purposes of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (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 such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Prospectus. The Prospectus and the supplements to the Prospectus are available for viewing during normal business hours at and copies may be obtained from the registered office of the Issuer at 81 Bay Street, CIBC Square, Toronto, Ontario, Canada M5J 0E7, and at the office of Fiscal Agent, Deutsche Bank AG, London Branch at 21 Moorfields, London EC2Y 9DB.
(b) Tranche Number 1
(c) Date on which the Notes
become fungible:
Not Applicable
Specified Currency: British Pounds Sterling ("GBP")
Aggregate Nominal Amount:
(a) Series: GBP 159,159
(b) Tranche: GBP 159,159
Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
(a) Specified Denominations: GBP 1,000 and integral multiples of GBP 1 in excess thereof
Calculation of Interest and Redemption based on the Specified
Denomination: Applicable
(b) Minimum Trading Size: Applicable. The Minimum Trading Size is GBP 1,000 in aggregate
nominal amount
(c) Calculation Amount: GBP 1.00
(b) Trade Date: 1 September 2025
(c) Interest Commencement Date: Not Applicable
Days after the Final Valuation Date, then the Maturity Date shall be the day falling 10 Business Days after the Final Valuation Date.
If the Preference Shares become subject to an Early Redemption
Event, then the Maturity Date shall be the day falling 10 Business Days after the relevant Early Redemption Valuation Date.
(a) Interest: Not Applicable
(b) Redemption: Preference Share Linked Note
(Further particulars specified below in "PROVISIONS RELATING TO
REDEMPTION")
(c) Capital Protection: Not Applicable
(d) Bail-inable Notes: No
Notes obtained:
Not Applicable
Method of distribution: Non-syndicated
Asset Conditions: Preference Share Linked Asset Conditions applicable in accordance
with Annex 5
Fixed Rate Note: Not Applicable
Floating Rate Note: Not Applicable
Linked Interest Note: Not Applicable
date falling 10 Business Days prior to the Final Redemption Date
For the purposes of determining an Early Redemption Amount, the date falling 10 Business Days prior to the Early Redemption Date
Call Option: Not Applicable
Put Option: Not Applicable
Bail-inable Notes – TLAC Not Applicable
Disqualification Event Call Option:
Fair Market Redemption Amount calculated in accordance with General Condition 5.4.
Early Redemption Amount(s) of each Note: payable on redemption for tax reasons, on Event of Default or Illegality and Force Majeure or other early redemption in accordance with the Conditions
(a) Hedge Amount Not Applicable
(b) Fair Market Value Redemption
Amount Percentage:
Not Applicable
Conditions (Annex 3):
Not Applicable
with:
Not Applicable
(b) Equity Linked Note: Not Applicable
(c) Fund Linked notes: Not Applicable
(d) Preference Share Linked Note: Applicable.
(i) Preference Share Issuer: Tower Securities Limited
A description of the Preference Share Issuer is contained in the Base
Prospectus.
(ii) Information: The Preference Share Terms and Conditions are attached to these
Final Terms.
The Articles of the Preference Share Issuer are available for inspection on request from Canadian Imperial Bank of Commerce, London Branch, 150 Cheapside, London, EC2V 6ET, Attention:
Execution Management.
The Preference Share Value will be available on each Business Day on request from Canadian Imperial Bank of Commerce, London Branch, 150 Cheapside, London, EC2V 6ET, Attention: Execution
Management
(iii) Preference Shares: UK Preference Shares Series 51 issued by the Preference Share
Issuer
(iv) Preference Share Underlying: Standard and Poor's 500® Index (Bloomberg Ticker: SPX Index)
EURO STOXX 50® Index (Bloomberg Ticker: SX5E Index)
(v) Final Valuation Date: 17 October 2028, provided that if the Calculation Agent determines
that any date for valuation of or any determination in respect of the Preference Share or of the underlying asset or reference basis (or any part thereof) for the Preference Shares otherwise falling on or about such day is delayed in accordance with the Preference Share Terms and Conditions of the Preference Shares for any reason, the Final Valuation Date shall be deemed to be the final such delayed valuation date or determination date, all as determined by the
Calculation Agent
(vi) Valuation Time: 5:00pm (London time)
(vii) Additional Disruption Event:
(A) Change in Law: Applicable: Hedging Arrangements is Applicable
(B) Hedging Disruption: Applicable
(C) Increased Cost of Hedging: Applicable
(D) Insolvency Filing: Applicable
(viii) Early Redemption Notice Period
Number:
10 Business Days following the Early Redemption Valuation Date
(a) Fair Market Value
Redemption Amount:
As specified in Preference Share Linked Condition 1.6(b)
(b) Extraordinary Events: Applicable
Merger Event is Applicable Tender Offer is Applicable Insolvency is Applicable Nationalisation is Applicable
(e) Delivery: Cash Settlement
Registered Form: Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream,
Luxembourg
(b) Notes in New Global Note form No
Following Business Day Convention
Additional Financial Centre(s): Not Applicable
Additional Business Centre(s): Not Applicable
Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes and dates on which such Talons mature:
No
General Condition 11):
Not Applicable
81 Bay Street, Canada Square, Toronto, Ontario M5J 0E7, Canada
Governing Law English Law
Relevant Index Benchmark: Not Applicable
(a) Specified Public Source: Not Applicable
(b) Impacted Index: Not Applicable
Index:
Not Applicable
(c) Close of Business: Not Applicable
The information included herein with respect to indices and/or formulas comprising, based on or referring to variations in the prices of one or more shares in companies, any other equity or non-equity securities, currencies or currency exchange rates, interest rates, credit risks, fund units, shares in investment companies, term deposits, life insurance contracts, loans, commodities or futures contracts on the same or any other underlying instrument(s) or asset(s) or the occurrence or not of certain events not linked to the Issuer or any other factors to which the Notes are linked (the "Underlying") consists only of extracts from, or summaries of publicly available information. The Issuer accepts responsibility that such extracts or summaries have been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the issuer, owner or sponsor, as the case may be, of such Underlying, no facts have been omitted that would render the reproduced extracts or summaries inaccurate or misleading. No further or other responsibility in respect of such information is accepted by the Issuer. In particular, neither the Issuer nor any Dealer accepts responsibility in respect of the accuracy or completeness of the information set forth herein concerning the Underlying of the Notes or that there has not occurred any event which would affect the accuracy or completeness of such information.
Signed on behalf of the Issuer:
By:
Duly authorized
By:
Duly authorized
Listing and admission to trading: Application is expected to be made by the Issuer (or on its
behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market with effect from Issue Date
and to be listed on the Official List of the FCA.
Ratings: The Notes to be issued have not been rated.
Save as discussed in "Subscription and Sale" in the Base Prospectus and save for any fees payable to the Initial Authorised Offeror in connection with the issue of Notes, 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 in the ordinary course.
(a) Reasons for the offer: See the "Use of Proceeds" section of the Base Prospectus.
(b) Estimated net proceeds: An amount equal to 98.65 per cent. of the final Aggregate
Principal Amount of the Notes issued on the Issue Date. For the avoidance of doubt, the estimated net proceeds reflect the proceeds to be received by the Issuer on the Issue Date. They are not a reflection of the fees payable by/to the Dealer
and/or the Authorised Offeror.
(c) Estimated total expenses: GBP 625 (listing fee)
Indication of yield: Not Applicable
Not Applicable.
(a) Preference Share Underlying: Standard and Poor's 500® Index (Bloomberg Ticker: SPX
Index)
EURO STOXX 50® Index (Bloomberg Ticker: SX5E Index)
(b) Where past and future performance and volatility of the Preference Share
Underlying can be found:
The performance of the Notes is linked to the performance of the Standard and Poor's 500® Index and the EURO STOXX 50® Index.
Information about the past and future performance of the Standard and Poor's 500® Index and its volatility can be obtained from, free of charge:
ISIN: XS3176354861 Series Number: SPUK 089
https://us.spindices.com/indices/equity/sp-500
Information on the EURO STOXX 50® Index (including past and future performance and volatility) can be obtained from, free of charge:
http://www.stoxx.com/index.html
(a) Method of distribution Non-syndicated
(b) If syndicated: Not Applicable
(c) If non-syndicated, name and address of Dealer:
The following Dealer is procuring subscribers for the Notes:
Canadian Imperial Bank of Commerce, London Branch, 150 Cheapside, London, EC2V 6ET
(d) Indication of the overall amount of the underwriting commission and of the placing commission:
No commissions are payable by the Issuer to the Dealer
The fee payable by the Dealer to the Initial Authorised Offeror is up to 2.00 per cent. per Specified Denomination and may take the form of a commission or a discount to the purchase price in respect of such Notes.
(e) U.S. Selling Restrictions: Reg. S Compliance Category 2
TEFRA Not Applicable
(f) Public Offer where there is no exemption from the obligation under the FSMA to publish a prospectus:
Applicable
(i) Offer Period: An offer of the Notes may be made other than pursuant to Article 3(2) of the UK Prospectus Regulation in the United Kingdom during the period from (and including) 8 September 2025 to (and including) 17 October 2025 (the "Offer Period").
See further Paragraph 12 below.
(ii) Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the conditions in it:
(iii) General Consent: Not Applicable
(iv) Other Authorised Offeror Terms: Not Applicable
(g) Prohibition of Sales to EEA Retail Investors: Applicable
(h) Prohibition of Sales to UK Retail Investors Not Applicable
(i) U.S. Dividend Equivalent Withholding Not Applicable. The Issuer has determined that the Notes (without regard to any other transactions) should not be subject to US withholding tax under Section 871(m) of the US Internal Revenue Code and regulations promulgated thereunder.
(a) ISIN Code: XS3176354861
(b) Temporary ISIN Not Applicable
(c) Common Code 317635486
(d) Other applicable Note identification number Not Applicable
(e) Relevant clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, S.A. and the relevant identification number(s)
Not Applicable
(f) Delivery: Delivery against payment
(g) Names and addresses of additional Paying Agent(s) (if any)
Not Applicable
(h) Notes intended to be held in a manner which would allow Eurosystem eligibility:
No. While 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 intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met
(a) UK Benchmarks Regulation: Article 29(2) statement on benchmarks:
Amounts payable under the Notes are calculated by reference to a Preference Share which, in turn, references the Standard and Poor's 500® Index, which is provided by S&P Dow Jones Indices LLC, and the EURO STOXX 50® Index, which is provided by STOXX Limited (each, the "Administrator").
As of the date of these Final Terms, S&P Dow Jones Indices LLC is included in the register of administrators and benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to article 36 of the UK Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Benchmarks Regulation").
As of the date of these Final Terms, STOXX Limited is not included in the register of administrators and benchmarks established and maintained by the FCA pursuant to Article 36 of the UK Benchmarks Regulation.
As far as the Issuer is aware the transitional provisions in Article 51 of the UK Benchmarks Regulation apply, such that STOXX Limited is not currently required to obtain authorisation or registration (or, if located outside the United Kingdom, recognition, endorsement or equivalence).
(a) Offer Price: Issue Price
(b) Conditions to which the offer is subject: An offer of the Notes may be made by the Authorised Offeror(s) other than pursuant to Article 3(2) of the UK Prospectus Regulation in the United Kingdom (the "UK Public Offer") during the Offer Period, subject to the conditions set out in the Base Prospectus.
GBP 159,159 in aggregate principal amount of the Notes will be issued and the criterion/condition for determining the final amount of Notes will be investor demand.
The Issuer may close the Offer Period before 17 October 2025 if the Notes are fully subscribed before such date.
The Issuer will publish a notice in accordance with the method of publication set out in Article 21(2) of the UK Prospectus Regulation in the event that the Offer Period is shortened as described above.
The Issuer reserves the right, in its absolute discretion, to cancel the offer and the issue of the Notes in the United Kingdom at any time prior to the Issue Date. In such an event, all application monies relating to applications for Notes under the UK Public Offer will be returned (without interest) to applicants at the applicant's risk by cheque, by wire transfer or by any other method as the Issuer deems to be appropriate, no later than 30 days after the date on which the UK Public Offer of the Notes is cancelled.
For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises its right to cancel the offer, such potential investor shall not be entitled to receive any Notes.
The Issuer shall publish a notice in accordance with the method of publication set out in Article 21(2) of the UK Prospectus Regulation in the event that the UK Public Offer is cancelled and the Notes are not issued in the United Kingdom pursuant to the above.
(c) Description of the application process: Applications for the Notes may be made in the United Kingdom through the Authorised Offeror(s) during the Offer Period. The Notes will be placed into the United Kingdom by the Authorised Offeror(s).
Each prospective investor will subscribe for the Notes in accordance with the arrangements existing between the Authorised Offeror(s) and its customer relating to the subscription of securities generally and not directly with the Issuer.
The applications can be made in accordance with the Authorised Offeror's usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Dealer related to the subscription for the Notes.
A prospective investor should contact the Authorised Offeror prior to the end of the Offer Period. A prospective investor will subscribe for Notes in accordance with the arrangements agreed with the Authorised Offeror relating to the subscription of securities generally.
There are no pre-identified allotment criteria. The Authorised Offeror will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Notes requested through the Distributor during the Offer Period will be as otherwise specified herein.
The total amount of the securities offered to the public is GBP 159,159.
On or before the Issue Date, a notice pursuant to Article 17(2) of the UK Prospectus Regulation of the final aggregate principal amount of the Notes will be (i) filed with the FCA and (ii) published in accordance with the method of publication set out in Article 21(2) of the UK Prospectus Regulation.
Prior to making any investment decision, investors should seek independent professional advice as they deem necessary. If an investor in any jurisdiction other than the United Kingdom wishes to purchase Notes, such investor should (a) be aware that sales in the relevant jurisdiction may not be permitted; and (b) contact its financial adviser, bank or financial intermediary for more information.
The Issuer may decline applications and/or accept subscriptions which would exceed the aggregate principal amount of GBP 159,159, as further described below
It may be necessary to scale back applications under the UK Public Offer
In the event that subscriptions for Notes under the UK Public Offer are reduced due to over-subscription, the Issuer will allot Notes to applicants on a pro rata basis, rounded up or down to the nearest integral multiple of GBP 1.00 in principal amount of Notes, as determined by the Issuer, and subject to a minimum allotment per applicant of the Calculation Amount.
The Issuer also reserves the right, in its absolute discretion, to decline in whole or in part an application for Notes under the UK Public Offer in accordance with all applicable laws and regulations and/or in order to comply with any applicable laws and regulations. Accordingly, an applicant for Notes may, in such circumstances, not be issued the number of (or any) Notes for which it has applied.
Excess application monies will be returned (without interest) to applicants at the applicant's risk by cheque, by wire transfer or by any other method as the Issuer deems to be appropriate.
The Issuer also reserves the right to accept any subscriptions for Notes which would exceed the aggregate principal amount of the Notes of GBP 159,159 and the Issuer may increase the aggregate principal amount of the Notes.
(f) Details of the method and time limits for paying up and delivering the Notes:
Investors will be notified by the Authorised Offeror of their allocations of Note and the settlement arrangements in respect thereof. The Notes will be issued on the Issue Date on a delivery against payment basis.
The Notes offered to investors will be issued on the Issue Date against payment by the Authorised Offeror, via the Dealer, to the Issuer of the gross subscription moneys. Each such investor will be notified by the Authorised Offeror, of the settlement arrangements in respect of the Notes at the time of such investor's application.
The Issuer estimates that the Notes will be delivered to the investor's respective book-entry securities account on or around the Issue Date.
(g) Manner in and date on which results of the offer are to be made public:
The results of the offer will be known at the end of the Offer Period. On or before the Issue Date, a notice pursuant to Article 17(2) of the UK Prospectus Regulation of the final aggregate principal amount of the Notes will be (i) filed with the FCA and (ii) published in accordance with the method of publication set out in Article 21(2) of the UK Prospectus Regulation.
(h) Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
(i) Whether tranche(s) have been reserved for certain countries:
Not Applicable
(j) Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made:
At the end of the Offer Period, applicants in the United Kingdom will be notified directly by the Authorised Offeror of the success of their application. No dealings in the Notes may take place prior to the Issue Date.
(k) Amount of any expenses and taxes charged to the subscriber or purchaser:
Apart from the Offer Price, the Issuer is not aware of any expenses and taxes specifically charged to the subscriber or purchaser in the United Kingdom.
For details of withholding taxes applicable to subscribers in the United Kingdom see the section entitled "United Kingdom" under "Taxation" in the Base Prospectus.
(l) Name(s) and address(es), to the extent known to the Issuer, of the placers in the United Kingdom.
The Notes may to be offered to the public in the United Kingdom by the Authorised Offerors:
Initial Authorised Offeror: Meteor Asset Management Limited, 24/25 The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom.
(m) Name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment:
Not Applicable
2.2 What is the key financial information regarding the issuer? The key financial information included in the table below as of and for the three months ended 31 January 2025 was derived from the unaudited interim consolidated financial statements of CIBC for the period ended 31 January 2025 contained in CIBC's Report to Shareholders for the First Quarter, 2025; for the three months ended 30 April 2025 was derived from the unaudited interim consolidated financial statements of CIBC for the period ended 30 April 2025 contained in CIBC's Report to Shareholders for the Second Quarter, 2025; for the three months ended 31 July 2025 was derived from the unaudited interim consolidated financial statements of CIBC for the period ended 31 July 2025 contained in CIBC's Report to Shareholders for the Third Quarter:
| Third Quarter 2025 For the three months ended 31 July |
Second Quarter 2025 For the three months ended 30 April |
First Quarter 2025 For the three months ended 31 January |
|
|---|---|---|---|
| Financial results (C\$ millions) | |||
| Net interest income | 4,048 | 3,788 | 3,801 |
| Non-interest income | 3,206 | 3,234 | 3,480 |
| Total revenue | 7,254 | 7,022 | 7,281 |
| Provision for credit losses | 559 | 605 | 573 |
| Non-interest expenses | 3,976 | 3,819 | 3,878 |
| Income before income taxes | 2,719 | 2,598 | 2,830 |
| Income taxes | 623 | 591 | 659 |
| Net income attributable to non-controlling interests | 2 | 9 | 8 |
| Net income | 2,096 | 2,007 | 2,171 |
| On- and off-balance sheet information (C\$ millions) | |||
| Cash, deposits with banks and securities | 330,184 | 319,427 | 320,852 |
| Loans and acceptances, net of allowance for credit losses |
581,644 | 571,639 | 568,119 |
| Total assets | 1,102,255 | 1,090,143 | 1,082,464 |
| Deposits | 792,672 | 784,627 | 782,176 |
| Common shareholders' equity | 55,930 | 55,724 | 56,001 |
could result in instability and volatility, leading to widening spreads, declining equity valuations, flight to safe-haven currencies and increased purchases of gold. In the short run, market disruption could hurt the net income of CIBC's trading and nontrading market risk positions. Geopolitical risk could reduce economic growth, and in combination with the potential impacts on commodity prices and protectionism, including from tariffs and other retaliatory measures, could have serious negative implications for general economic and banking activities and may have adverse impacts on the Issuer's business, results of operations and financial condition.
3.1.1 Type and class of Notes and ISIN: The Notes are Preference Share Linked Notes. The Notes will be uniquely identified by ISIN: XS3176354861; Common Code: 317635486; Series Number: SPUK 089. The Notes do not bear interest. The amount payable (if any) on redemption of the Notes is linked to the performance of an underlying preference share issued by Tower Securities Limited (the "Preference Share Issuer"). The performance of such preference share is in turn linked to the performance of underlying indices, the Standard and Poor's 500® Index and the EURO STOXX 50® Index(the "Preference Share Underlying"), thereby providing investors in the Notes with a return linked to such underlying indices.
The currency of the Notes is British Pounds Sterling ("£" or "GBP"). The nominal amount per Note is GBP 1,000 and integral multiples of GBP 1.00 in excess thereof. The minimum trading size is GBP 1,000 The calculation amount is GBP 1.00 per Note (the "Calculation Amount"). The Notes are issued in registered form in accordance with Regulation S and will initially be represented by a global note.
The aggregate nominal amount of the Notes to be issued is GBP 159,159. The Issuer may increase the aggregate principal amount of the Notes.
The term of the Notes is from the issue date to the Maturity Date. The scheduled maturity date (the "Maturity Date") of the Notes is 31 October 2028, subject to an early redemption of the Notes.
Governing Law: The governing law of the Notes is English law.
Calculation Agent: Canadian Imperial Bank of Commerce, Toronto Main Branch
The Notes will give each holder of Notes (a "Noteholder") the right to receive the following:
$$\textit{Calculation Amount} \times \frac{\textit{Preference Share Value}{\textit{Final}}}{\textit{Preference Share Value}{\textit{Initial}}}$$
Where:
"Final Valuation Date" means 17 October 2028.
"Preference Share Value" means the value of a Preference Share, as determined by the Calculation Agent.
"Preference Share ValueFinal" means the Preference Share Value of the Preference Share on the Final Valuation Date.
"Preference Share ValueInitial" means the Preference Share Value of the Preference Share on the Initial Valuation Date, being GBP 1.00.
• Early redemption: In certain circumstances (such as the Issuer receiving notice from the Preference Share Issuer or the Preference Share Calculation Agent that the Preference Shares will be redeemed early following the occurrence of certain events in relation to the Preference Shares or the Preference Share Issuer (such as an illegality, a change in law that results in the Preference Share Issuer being subject to additional regulation or an external event affecting an underlying asset to which the Preference Shares are linked)), the Issuer will redeem the Notes early at the Early Redemption Amount. The Calculation Agent may also determine the occurrence of an Extraordinary Event or Additional Disruption Event in relation to the Notes. Upon such determination, the Issuer may, at its option redeem the Notes in whole at the Early Redemption Amount, which is an amount calculated by the Calculation Agent equal to:
$$\textit{Calculation Amount} \times \frac{\textit{Preference Share Value}{\textit{Early}}}{\textit{Preference Share Value}{\textit{Initial}}}$$
Where:
"Early Preference Share Redemption Valuation Date" means the second Business Day immediately preceding the date for early redemption of the Notes.
"Preference Share ValueEarly" means the Preference Share Value of the Preference Share on the Early Preference Share Redemption Valuation Date.
"Preference Share ValueInitial" means the Preference Share Value of the Preference Share on the Initial Valuation Date, being GBP 1.00.
• Interest: The Preference Shares do not bear or pay any interest.
Notional Amount x Final Redemption Percentage
(b) if the Preference Shares have not been redeemed prior to the Valuation Date and there has been a Knock-in Event: Notional Amount x Worst Performing Index Performance
"Final Index Level" means the Index Level of such Index on the Valuation Date.
"Final Redemption Percentage" means 120 per cent.
"Index Performance" means �Final Index Level Initial Index Level�
"Initial Index Level" means the Index Level of the Index on the Strike Date, being USD 6,664.01 in relation to S&P 500 Index and EUR 5,607.39 in relation to EURO STOXX 50® Index.
"Knock-in Barrier" means the product of (a) 60% and (b) the Initial Index Level of the relevant Index, being USD 3,998.406 in relation to S&P 500 Index and EUR 3,364.434 in relation to EURO STOXX 50® Index.
"Knock-in Event" means the Index Level of any one of the indices on the Valuation Date is less than the Knock-In Barrier.
"Notional Amount" means GBP 1.00 per Preference Share.
"Strike Date" means 17 October 2025.
"Valuation Date" means 17 October 2028.
"Worst Performing Index" means the Index having the lowest Index Performance, provided that if any of the Indices has the same Index Performance, the Calculation Agent shall determine which Index shall constitute the Worst Performing Index.
"Worst Performing Index Performance" means the Index Performance of the Worst Performing Index.
the Preference Share Underlying, the market value of the Preference Shares decreases, the value of the Notes will be adversely affected. This could negatively affect the value of the Preference Share and therefore the value of the Notes.
An investment in Notes does not confer any legal or beneficial interest in the Preference Shares or any Preference Share Underlying or any voting rights, right to receive dividends or other rights that a holder of the Preference Shares or any Preference Share Underlying may have. This means that potential losses in value of the Notes cannot be compensated by other income.
The Notes are not principal protected. They are exposed to the performance of the relevant Preference Shares and accordingly they risk losing all or a part of their investment if the value of the Preference Shares does not move in a positive direction.
In certain circumstances (such as the Issuer receiving notice from the Preference Share Issuer or the Preference Share Calculation Agent that the Preference Shares will be redeemed early following the occurrence of certain events in relation to the Preference Shares or the Preference Share Issuer (such as an illegality, a change in law that results in the Preference Share Issuer being subject to additional regulation or an external event affecting an underlying asset to which the Preference Shares are linked)), the Issuer will redeem the Notes early at the Early Redemption Amount in accordance with the Preference Share Linked Conditions, as determined by it or the Calculation Agent without the consent of the holders of the Notes. The Calculation Agent may determine the occurrence of an Extraordinary Event or Additional Disruption Event in relation to the Notes. Upon such determination, the Issuer may, at its option redeem the Notes in whole at the Early Redemption Amount.
• The tax treatment of the Notes is uncertain: The tax treatment of the Notes is uncertain and the tax treatment applicable to such Notes may change before the maturity, exercise or redemption (as applicable) of the Notes. Prospective investors should consult their own independent tax advisors before making an investment in the Notes.
4.2.1 Authorised Offeror(s): Meteor Asset Management Limited, 24/25 The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom (the "Initial Authorised Offeror") and any additional financial intermediary appointed by the Issuer and whose name is published on the Issuer's website and identified as an Authorised Offeror in respect of the relevant Public Offer (each an "Additional Authorised Offeror" and, together with the Initial Authorised Offeror, the "Authorised Offeror(s)").
4.2.2 Admission to trading: Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Regulated Market of the London Stock Exchange and to the Official List of the FCA with effect from on or around the issue date.
The Issuer acts as Calculation Agent. Under the Conditions, the Calculation Agent has discretion to make determinations, including whether a Barrier Event has occurred or not, whether an event giving rise to a Extraordinary Event or Additional Disruption Event has occurred in relation to the Notes and whether an Early Redemption Event has occurred.
Terms and Conditions of the Underlying Preference Share
The following are the completed terms and conditions of the Preference Shares:
The following are the terms and conditions (the "Conditions") of the UK Preference Share Series 51 index linked redeemable preference shares (the "Preference Shares") issued by Tower Securities Limited (the "Company") on 28 October 2025. Terms not otherwise defined have the meanings given in Condition 1 (Definitions) below. References to a numbered Condition shall be to such numbered section of the Conditions.
In the event of any inconsistency between the Articles and these Conditions, these Conditions shall prevail.
Preference Share Early Redemption Date rather than the Preference Share Final Redemption Date, including, without limitation, any funding related costs and any costs associated with unwinding the Related Financial Product and/or any hedge positions relating to such Related Financial Product, all as determined by the Calculation Agent by reference to such source(s) as it determines appropriate; and
(c) without duplication, any other fees and expenses payable by the Company which are attributable to the Preference Shares, all as determined by the Calculation Agent.
"Business Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.
"Calculation Agent" means Canadian Imperial Bank of Commerce ("CIBC").
"Call and Put Period" means the period commencing on and including the Issue Date to and including the day after 31 October 2025 or, if such date is not a Business Day, the next following Business Day.
"Call and Put Redemption Amount" means GBP 1.00 per Preference Share.
"Designated Multi-Exchange Index" means an Index identified or specified as such in the definition of "Index" below.
"Disrupted Day" means: (a) where the Index is a Designated Multi-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 (b) where the Index is a Designated Multi-Exchange Index, any Scheduled Trading Day on which (i) the Index Sponsor fails to publish the level of the Index, (ii) any Related Exchange fails to open for trading during its regular trading session or (iii) a Market Disruption Event has occurred.
"Early Closure" means the closure on any Exchange Business Day of the Exchange in respect of any Component Security or any 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 relevant Exchange or Related Exchange system for execution at the relevant Valuation Time on such Exchange Business Day.
"Exchange" means: (a) where an Index is a Designated Multi-Exchange Index, each exchange or quotation system specified as such for such Index in the definition of "Index" below, any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in the securities/commodities comprising such Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the securities/commodities comprising such Index on such temporary substitute exchange or quotation system as on the original Exchange); or (b) where an Index is a Designated Multi-Exchange Index, in relation to each component security of that Index (each a "Component Security"), the principal stock exchange on
which such Component Security is principally traded, as determined by the Calculation Agent.
"Exchange Business Day" means: (a) where an Index is not a Designated Multi-Exchange Index, 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; or (b) where the Index is a Designated Multi-Exchange Index, any Scheduled Trading Day on which (i) the Index Sponsor publishes the level of the Index and (ii) each Related Exchange is open for trading during its regular trading session, notwithstanding any such Related Exchange closing prior to its Scheduled Closing Time.
"Exchange Disruption" means any event (other than an Early Closure) 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 any Related Exchange.
"Final Index Level" means, in relation to an Index and subject to the Adjustment Provisions, the Index Level of such Index on the Valuation Date for such Index.
"Final Redemption Percentage" means 120 per cent.
"Hedging Counterparty" means CIBC or any Affiliate of CIBC or any other party (i) providing the Company directly or indirectly with hedging arrangements in relation to the Preference Shares and/or (ii) providing or entering into hedging arrangements in relation to any Related Financial Product (and which may, without limitation, be the principal obligor of a Related Financial Product).
| Index | Exchange | Bloomberg Code |
Currency | Index Sponsor |
|---|---|---|---|---|
| Standard and Poor's 500® Index |
NASDAQ, The New York Stock Exchange |
SPX Index | USD | S&P Dow Jones Indices |
| EURO STOXX 50® Index |
Eurex | SX5E Index | EUR | STOXX Limited |
and together, the "Indices". The Standard and Poor's 500® Index and EURO STOXX 50® Index are Designated Multi-Exchange Indices.
"Index Level" means, in respect of any day and subject to the Adjustment Provisions, the official closing level (which shall be deemed to be an amount in the Index Currency) of the Index on such day, all as determined by the Calculation Agent.
"Index Performance" means a percentage calculated by the Calculation Agent in respect of such date in accordance with the following formula:
Index Performance =
$$\left(\frac{\text{Final Index Level}}{\text{Initial Index Level}}\right)$$
"Index Sponsor" means, in relation to an Index, the corporation or other entity that (i) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if any, related to such Index and (ii) announces (directly or through an agent) the level of such Index on a regular basis during each Scheduled Trading Day or any Successor Index Sponsor, as defined in Condition 13 (Adjustments).
"Initial Index Level" means, in relation to an Index, subject to the Adjustment Provisions, the Index Level of such Index on the Strike Date, being USD 6,664.01 in relation to S&P 500 Index and EUR 5,607.39 in relation to EURO STOXX 50® Index.
"Issue Date" means 28 October 2025.
"Knock-in Barrier" means the product of (a) 60 per cent. and (b) the Initial Index Level of the relevant Index, being USD 3,998.406 in relation to S&P 500 Index and EUR 3,364.434 in relation to EURO STOXX 50® Index.
"Knock-in Event" means, subject to the Adjustment Provisions, an event that occurs if, in the determination of the Calculation Agent, the Index Level of any one of the Indices on the Valuation Date is strictly less than the Knock-In Barrier.
per cent. or more of the level of the relevant Index contracts, or (y) to effect transactions in, or obtain market values for, futures or options contracts relating to the relevant Index on any relevant Related Exchange,
which in either case the Calculation Agent determines is material; or
"Notional Amount" means GBP 1.00 per Preference Share.
"Preference Share Early Redemption Amount" means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency calculated by the Calculation Agent as the fair market value (calculated without taking into account the creditworthiness of the Company) of a Preference Share as of the Preference Share Early Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate, including, but not limited to, the relevant Preference Share Early Redemption Event after deducting any Associated Costs (to the extent not already reflected in such fair market value).
"Preference Share Early Redemption Date" means the day falling ten Business Days after the Preference Share Early Valuation Date.
"Preference Share Early Redemption Event" means the event that occurs if:
"Preference Share Early Redemption Notice" means a notice of early redemption of some or all of the Preference Shares given by or on behalf of the Company in accordance with Condition 6 (Notices).
"Preference Share Early Valuation Date" means the date specified as such in the relevant Preference Share Early Redemption Notice which shall fall not less than one day and not more than 180 days following the day such Preference Share Early Redemption Notice is given. The Preference Share Early Redemption Notice may provide that such date is subject to adjustment in accordance with certain disruption or adjustment events, as determined by the Calculation Agent.
"Preference Share Final Redemption Amount" means, subject to the provisions of the Articles and the Conditions, in respect of each Preference Share, an amount expressed in the Settlement Currency determined by the Calculation Agent equal to:
(a) if the Preference Shares have not been redeemed prior to the Valuation Date and there has not been a Knock-in Event:
Notional Amount x Final Redemption Percentage
(b) if the Preference Shares have not been redeemed prior to the Valuation Date and there has been a Knock-in Event:
Notional Amount x Worst Performing Index Performance
"Preference Share Final Redemption Date" means the day falling ten Business Days after the Valuation Date.
"Related Exchange" means, in respect of an Index, the exchange or quotation system specified as such in the definition of "Index" or any successor to such exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to the Index has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating to the Index on such temporary substitute exchange or quotation system as on the original Related Exchange).
"Related Financial Product" means any financial product which references directly or indirectly the Preference Shares.
"Scheduled Closing Time" means, in respect of the relevant 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.
"Scheduled Trading Day" means any day on which each Exchange and each Related Exchange are scheduled to be open for trading for their respective regular trading sessions.
"Scheduled Valuation Date" means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been the Strike Date or the Valuation Date.
"Settlement Currency" means British pounds sterling ("GBP").
"Shareholder" means a holder of Preference Shares in accordance with the Articles.
"Strike Date means, subject to the Adjustment Conditions, 17 October 2025 or if such date is not a Scheduled Trading Day the next following Scheduled Trading Day unless, in the opinion of the Calculation Agent such day is a Disrupted Day. If such day is a Disrupted Day, then the provisions in Condition 12 (Consequences of Disrupted Days) shall apply.
"Trading Disruption" means any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange, as the case may be, 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 any Related Exchange.
"Valuation Date" means, in respect of an Index and subject to the Adjustment Provisions, 17 October 2028 or, if such date is not a Scheduled Trading Day the next following Scheduled Trading Day unless, in the opinion of the Calculation Agent such day is a Disrupted Day. If such day is a Disrupted Day, then the provisions of Condition 12 (Consequences of Disrupted Days) shall apply.
"Valuation Time" means the Scheduled Closing Time on the relevant Exchange on the Strike Date or the Valuation Date, as the case may be. If the relevant 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.
"Worst Performing Index" means the Index having the lowest Index Performance, provided that if any of the Indices has the same Index Performance, the Calculation Agent shall determine which Index shall constitute the Worst Performing Index.
"Worst Performing Index Performance" means the Index Performance of the Worst Performing Index.
The Preference Shares shall not be redeemed except as provided for in the Conditions and Article 49.1 (Redemption of Redeemable Preference Shares) of the Articles shall not apply.
The method for determining the Preference Share Final Redemption Amount or the Preference Share Early Redemption Amount shall be as set out in the Conditions and Article 49.4 (Redemption of Redeemable Preference Shares) of the Articles shall not apply.
The Preference Share Final Redemption Amount or Preference Share Early Redemption Amount, as the case may be, may not be less than GBP 0.0001 and will be rounded to the nearest two decimal places in the Settlement Currency, 0.005 being rounded downwards, provided that in the case of Preference Shares redeemed at the same time by the same Shareholder, such rounding shall only occur following calculation of the aggregate amounts due in respect of such Preference Shares.
If the Preference Shares have not:
each Shareholder shall have the right exercisable from and including the Valuation Date to and including the Preference Share Final Redemption Date, by giving notice to the Company, to require the Company immediately to pay or cause to be paid, and if that right is not exercised, the Company will pay or cause to be paid on the Preference Share Final Redemption Date, the Preference Share Final Redemption Amount in respect of each Preference Share in the Settlement Currency, subject to applicable laws, the Articles and the Conditions.
The provisions of Articles 47.1 (Capital) and 47.2 (Capital) shall apply to the Preference Shares.
The Company shall have the right exercisable during the Call and Put Period to redeem compulsorily all of the then outstanding Preference Shares at the Call and Put Redemption Amount payable on the date that right is exercised in accordance with the Articles, the Conditions and in the manner determined by the Company.
Upon the Company exercising its right in accordance with Condition 2.3, it shall give a Preference Share Early Redemption Notice as soon as practicable to Shareholders in accordance with Condition 6 (Notices) of the early redemption of each of the then outstanding Preference Shares.
If the Company has not given notice of its right to redeem compulsorily the Preference Shares in accordance with Condition 2.3 (Company Call), each Shareholder shall have the right exercisable during the Call and Put Period, by giving notice to the Company, to have all of its outstanding Preference Shares redeemed at the Call and Put Redemption Amount payable on the date that right is exercised in accordance with the Articles, the Conditions and in the manner determined by the Company.
Upon the occurrence of a Shareholder exercising its right in accordance with Condition 2.4, the Company shall give a Preference Share Early Redemption Notice as soon as practicable to Shareholders in accordance with Condition 6 (Notices) of the early redemption of each of the then outstanding Preference Shares.
If the Company, or the Calculation Agent on behalf of the Company, determines that there is a Preference Share Early Redemption Event falling within paragraphs (a) to (c) of the definition of Preference Share Early Redemption Event, the Company, or the Calculation Agent on behalf of the Company, may, but shall not be obliged to elect to redeem early the outstanding Preference Shares by giving a Preference Share Early Redemption Notice to Shareholders in accordance with Condition 6 (Notices) below, and if the Company, or the Calculation Agent on behalf of the Company, determines that there is a Preference Share Early Redemption Event falling within paragraph (d) of that definition then the Company, or the Calculation Agent on behalf of the Company, must redeem early the Preference Shares by giving a Preference Share Early Redemption Notice to Shareholders in accordance with Condition 6 (Notices) below.
For the purposes of this Condition 3 only, following the delivery of a Preference Share Early Redemption Notice, each Shareholder shall have the right exercisable from and including the Preference Share Early Valuation Date to and including the Preference Share
Early Redemption Date to require the Company to redeem the Preference Shares immediately (and if that right is not exercised the Company will redeem all of the Preference Shares on the Preference Share Early Redemption Date) at the Preference Share Early Redemption Amount in respect of each Preference Share, subject to applicable laws, the Articles and the Conditions.
In accordance with the Articles, no dividends will be paid in respect of the Preference Shares.
The Company shall be entitled to issue further Preference Shares from time to time to be consolidated and form a single class with the Preference Shares provided that the rights conferred upon the Shareholders shall not be varied, amended or abrogated by the creation, allotment or issue of any further Preference Shares of the same class as the Preference Shares or any different class.
Notices to Shareholders shall be delivered to Shareholders at the address for each Shareholder set out in the register of members of the Company with a copy to the Calculation Agent. Any such notice will become effective on the first calendar day after such delivery to such address. Where a notice is being delivered in accordance with Condition 3 (Early Redemption if there is a Preference Share Early Redemption Event), such notice shall specify the relevant Preference Share Early Valuation Date. A copy of any Preference Share Early Redemption Notice shall also be delivered to any Hedging Counterparty.
Notices to the Company shall be delivered to the Company at the address of the registered office of the Company with a copy to the Calculation Agent. Any such notice will become effective on the first calendar day after such delivery to such address.
Any calculations, determinations and adjustments to be made in relation to the Conditions shall (a) unless otherwise specified, be made by the Calculation Agent and in such a manner as the Calculation Agent determines is appropriate acting in good faith and in a commercially reasonable manner (having regard in each case to the criteria stipulated in the Conditions and the hedging arrangements entered into with any Hedging Counterparty) and (b) be final and binding upon the Company, the Shareholders and any Related Financial Product investors and the Calculation Agent shall not have any liability to the Company, the Shareholders or any Related Financial Product investors in respect of any calculation, determination or adjustment made or provided by it.
Notwithstanding that certain calculations, determinations and adjustments in the Conditions may be expressed to be on a certain date, the Calculation Agent may make such calculations, determinations and adjustments in respect of that date on a date after that date determined by it in its discretion.
Pursuant to the Conditions the Calculation Agent has a number of discretions. These are necessary since certain circumstances or the occurrence of certain events may materially affect the costs to the Company and/or a Hedging Counterparty (including in relation to any Related Financial Product) and/or any issuer or obligor of a Related Financial Product of maintaining the Preference Shares or a Related Financial Product or hedging arrangements for the Preference Shares or a Related Financial Product, in each case before and after the occurrence of such event in a way which has not been reflected in the pricing of the Preference Shares and/or the Related Financial Product. In addition, certain circumstances may arise where it is not reasonably practicable or otherwise not appropriate for certain valuations to be carried out in relation to relevant reference assets and in these circumstances the Calculation Agent also may exercise certain discretions.
Should any one or more of the provisions contained in the Conditions be or become invalid, the validity of the remaining provisions shall not in any way be affected thereby.
The Conditions and all non-contractual obligations arising from or in connection with the Conditions shall be governed by and construed in accordance with English law. The English courts shall have exclusive jurisdiction to deal with any dispute and all noncontractual obligations arising from or in connection with the Conditions.
No person shall have any rights to enforce any terms or conditions of the Preference Shares under the Contracts (Rights of Third Parties) Act 1999, but this does not affect any right or remedy of any person which exists or is available apart from the Contracts (Rights of Third Parties) Act 1999.
The Calculation Agent will employ the methodology and comply with the provisions described in the Conditions to determine the amounts payable in respect of the Preference Shares. The Calculation Agent's determination in the application of such methodology and compliance with the provisions shall be final, conclusive and binding on the Company and Shareholders except in the case of manifest error.
The Calculation Agent shall be free to modify such methodology or provisions from time to time, acting in good faith and in a commercially reasonable manner, (1) as it deems appropriate in response to any market, regulatory, juridical, fiscal or other circumstances which may arise which, in the opinion of the Calculation Agent, necessitates or makes desirable (taking into account the interests of the Company and any obligor of a Related Financial Product) a modification or change of such methodology or provisions or (2) for the purposes of (i) preserving the intended economic terms of the Preference Shares or (ii) curing any ambiguity or correcting or supplementing any provision of the Conditions or (iii) accounting for any change in the basis on which any relevant values, levels or information is calculated or provided which would materially change the commercial effect of any provision or provisions of the Conditions or (iv) replacing any information provider or source or (v) making amendments to the provisions of a formal, minor or technical nature or (vi) correcting any manifest or proven errors or (vii) making such amendments to comply with mandatory provisions of any applicable laws, provided that no modification by the Calculation Agent constituting a variation (or deemed variation) of the rights of the Preference Shares (or any other class of shares of the Company) for the purposes of sections 630-640 of the Companies Act 2006 (including any statutory modification or reenactment of it for the time being in force) and/or the Articles shall have effect unless previously approved in accordance with the Companies Act 2006 and the Articles.
Other than with respect to payments, where the Company fails to exercise any discretion or take any action provided to it in the Conditions when the exercise of such discretion or action would be necessary or desirable (as determined by the Calculation Agent), the Calculation Agent may exercise such discretion on its behalf.
If any Scheduled Valuation Date is a Disrupted Day, then the Valuation Date or the Strike Date, as the case may be, for each Index not affected by the occurrence of a Disrupted Day shall be the Scheduled Valuation Date and that Valuation Date for an Index affected by the occurrence of a Disrupted Day (an "Affected Index") shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day relating to such Affected Index, unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date is a Disrupted Day relating to that Index. In that case, (i) that eighth Scheduled Trading Day shall be deemed to be the Valuation Date for the Affected Index, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall, where applicable, determine the Reference Price using, in relation to the Affected Index, the level of that Index determined in the manner set out in the applicable Final Terms or, if not set out or if not so practicable, using the level of that Index as of the Valuation Time on that eighth Scheduled Trading Day 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 that eighth Scheduled Trading Day of each security/commodity comprised 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/commodity as of the Valuation Time on that eighth Scheduled Trading Day).
If an Index is (A) not calculated and announced by the Index Sponsor but is calculated and announced by a successor sponsor (a "Successor Index Sponsor") acceptable to the Calculation Agent or (B) replaced by a successor index using, in the determination of the Calculation Agent, the same or a substantially similar formula for and method of calculation as used in the calculation of that Index, then, in each case, that index (the "Successor Index") will be deemed to be the Index.
If (i) on or prior to the Valuation Date or the Strike Date, the relevant Index Sponsor makes or announces that it will make a material change in the formula for or the method of calculating a relevant Index or in any other way materially modifies that Index (other than a modification prescribed in that formula or method to maintain that Index in the event of changes in constituent stock and capitalization, contracts or commodities and other routine events) (an "Index Modification") or permanently cancels the Index and no Successor Index exists (an "Index Cancellation"), or (ii) on the Valuation Date or the Strike Date, the Index Sponsor or (if applicable) the Successor Index Sponsor fails to calculate and announce a relevant Index (an "Index Disruption" and, together with an Index Modification and an Index Cancellation, each an "Index Adjustment Event"), then the Issuer may take the action described in (A) or (B) below:
(d) Upon the occurrence of an Additional Disruption Event, the Company, or the Calculation Agent on behalf of the Company, shall give notice as soon as practicable to the Shareholders stating the occurrence of the Additional Disruption Event, giving details thereof and the action proposed to be taken in relation thereto Provided That any failure to give, or non-receipt of, such notice will not affect the validity of the Additional Disruption Event.
For the purposes of this Condition 14:
"Additional Disruption Event" means any of Change of Law, Hedging Disruption, Increased Cost of Hedging and/or Insolvency Filing.
"Change in Law" means that on or after the Issue Date, (i) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law), or (ii) due to 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), the Calculation Agent determines that (A) it has become illegal to hold, acquire or dispose of any securities/commodities comprising an Index or contracts relating to such Index or (B) the Company or any Hedging Counterparty will incur a materially increased cost in performing its obligations in relation to the Preference Shares or any Related Financial Product (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on the tax position of the Company and/or any Hedging Counterparty).
"Hedging Disruption" means that the Company and/or any Hedging Counterparty is unable, after using commercially reasonable efforts, to (i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity or other price risk of the Company issuing and performing its obligations with respect to the Preference Shares or of any obligor of a Related Financial Product issuing and performing its obligations with respect to a Related Financial Product, or (ii) realise, recover or remit the proceeds of any such transaction(s) or asset(s).
"Increased Cost of Hedging" means that the Company and/or any Hedging Counterparty would incur a materially increased (as compared with circumstances existing on the Issue Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (i) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity or other price risk of the Company issuing and performing its obligations with respect to the Preference Shares or of any obligor of a Related Financial Product issuing and performing its obligations with respect to a Related Financial Product, or (ii) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Company and/or any Financial Product obligor shall not be deemed an Increased Cost of Hedging.
"Insolvency Filing" means that the Company 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 organization 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, supervisor or similar official or it consents to such a petition, provided that proceedings instituted or petitions presented by creditors and not consented to by the Company shall not be deemed an Insolvency Filing.
With the exception of any corrections published after the day which is two Business Days prior to the due date for any payment under the Preference Shares, if the level of any Index, published by the Index Sponsor and which is utilised by the Calculation Agent for any calculation or determination (the "Original Determination") under the Preference Shares is subsequently corrected and the correction (the "Corrected Value") is published by the relevant Index Sponsor within five days of the original publication, the level to be used for the purposes of the Conditions (the "Replacement Determination") shall be the Corrected Value. Corrections published after the day which is two Business Days prior to a due date for payment under the Preference Shares will be disregarded by the Calculation Agent for the purposes of determining the relevant amount. If the result of the Replacement Determination is different from the Corrected Value result of the Original Determination, to the extent that it determines to be necessary and practicable, the Calculation Agent may adjust the Conditions accordingly.
The Calculation Agent makes no express or implied representations or warranties as to (a) the advisability of investing in or obtaining exposure to the Preference Shares, (b) the value of the Preference Shares at any particular time on any particular date, or (c) any amounts that may become payable in respect of the Preference Shares. The Calculation Agent shall not act as agent or trustee for the holders of the Preference Shares or any Related Financial Product.
Without limiting any of the foregoing, in no event shall the Calculation Agent have any liability (whether in negligence or otherwise) to any Shareholders or Related Financial Product investors for any direct, indirect, special, punitive, consequential or any other damages (including loss of profits) even if notified of the possibility of such damages.
In addition, to providing calculation agency services to the Company, the Calculation Agent or any of its Affiliates, may perform further or alternative roles relating to the Company and any series of Preference Shares. Furthermore, the Calculation Agent or any of its Affiliates may contract with the Company and/or enter into transactions which relate to the Company, the Preference Shares or an Index and as a result the Calculation Agent may face a conflict between its obligations as Calculation Agent and its and/or its Affiliates' interests in other capacities. Subject to all regulatory obligations, neither the Company nor the Calculation Agent in respect of the Preference Shares owes any duty or responsibility to any Shareholder or Related Financial Product investor to avoid any conflict or to act in the interest of any Shareholder or Related Financial Product investor.
The S&P 500® is currently sponsored by Standard & Poor's, a Division of the McGraw-Hill Companies, Inc. ("Standard & Poor's"). The Notes are not in any way sponsored, endorsed or promoted by Standard & Poor's. Standard & Poor's has no obligation to take the needs of either the Issuer or the Shareholders into consideration in composing, determining or calculating the S&P 500® (or causing the S&P 500® to be calculated). In addition, Standard & Poor's makes no warranty or representation whatsoever, express or implied, as to the results to be obtained from the use of the S&P 500® and/or the level at which the S&P 500® stands at any particular time on any particular day or otherwise, and shall not be liable whether in negligence or otherwise, to the Issuer or any Shareholders for any error in the S&P 500® or under any obligation to advise the Issuer or any Shareholders of any error therein.
"Standard & Poor's®" and "S&P®" and "S&P500®" are trademarks of The McGraw-Hill Companies, Inc. These marks have been licensed for use by Canadian Imperial Bank of Commerce. The Shares are not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's does not make any representation, warranty or condition regarding the advisability of investing in the Shares. The licensing relating to the use of the S&P 500® and trademarks referred to above by Canadian Imperial Bank of Commerce is solely for the benefit of Canadian Imperial Bank of Commerce, and not for any third parties. The only relationship of Standard & Poor's to Canadian Imperial Bank of Commerce is the licensing of certain trademarks and trade names of the S&P 500®, which is determined, composed and calculated by the Index Source (as defined herein) without regard to Canadian Imperial Bank of Commerce or the Shares. The Index Source has no obligation to take the needs of Canadian Imperial Bank of Commerce or the Shareholders into consideration in determining, composing or calculating the S&P 500®. The Index Source is not responsible for and has not participated in the determination of the timing or pricing of the Shares or in the determination or calculation of the equation by which the Shares are to be converted into cash. The Index Source has no obligation or liability in connection with the administration, marketing or trading of the Shares.
The Euro STOXX 50® is the intellectual property (including registered trademarks) of Stoxx Limited, Zurich, Switzerland, (the "Licensor"), which is used under license. The securities based on the Index are in no way sponsored, endorsed, sold or promoted by the Licensor and the Licensor shall not have any liability with respect thereto.
Information on the market value of the Preference Share can be obtained from Canadian Imperial Bank of Commerce, London Branch, 150 Cheapside, London, EC2V 6ET, Attention: Execution Management.
Performance of the Tower Securities Limited Preference Shares, Explanation of Effect on Value of Investment and Associated Risks and Other Information Concerning the Tower Securities Limited Preference Shares:
The Notes relate to the UK Preference Share Series 51 of Tower Securities Limited relating to the Standard and Poor's 500® Index and the EURO STOXX 50® Index (the "Preference Share").
The Preference Share Value will be available on each Business Day on request from Canadian Imperial Bank of Commerce, London Branch, 150 Cheapside, London, EC2V 6ET, Attention: Execution Management.
The Preference Share Underlying is the Standard and Poor's 500® Index and the EURO STOXX 50® Index.
Information on the Standard and Poor's 500® Index (including past and future performance and volatility) is published on https://us.spindices.com/indices/equity/sp-500.
Information on the Euro Stoxx 50® Index (including past and future performance and volatility) is published on http://www.stoxx.com/index.html.
Investors should review the Terms and Conditions of the Preference Shares and consult with their own professional advisors if they consider it necessary. The Terms and Conditions of the Preference Shares will be made available to Investors upon written request to the specified office of Tower Securities Limited.
The Issuer does not intend to provide post-issuance information.
The following Index disclaimer is applicable in respect of the Standard and Poor's 500® Index
The S&P 500® is currently sponsored by Standard & Poor's, a Division of the McGraw-Hill Companies, Inc. ("Standard & Poor's"). The Notes are not in any way sponsored, endorsed or promoted by Standard & Poor's. Standard & Poor's has no obligation to take the needs of either the Issuer or the Shareholders into consideration in composing, determining or calculating the S&P 500® (or causing the S&P 500® to be calculated). In addition, Standard & Poor's makes no warranty or representation whatsoever, express or implied, as to the results to be obtained from the use of the S&P 500® and/or the level at which the S&P 500® stands at any particular time on any particular day or otherwise, and shall not be liable whether in negligence or otherwise, to the Issuer or any Shareholders for any error in the S&P 500® or under any obligation to advise the Issuer or any Shareholders of any error therein.
"Standard & Poor's®" and "S&P®" and "S&P500®" are trademarks of The McGraw-Hill Companies, Inc. These marks have been licensed for use by Canadian Imperial Bank of Commerce. The Shares are not sponsored, endorsed, sold or promoted by Standard & Poor's and Standard & Poor's does not make any representation, warranty or condition regarding the advisability of investing in the Shares. The licensing relating to the use of the S&P 500® and trademarks referred to above by Canadian Imperial Bank of Commerce is solely for the benefit of Canadian Imperial Bank of Commerce, and not for any third parties. The only relationship of Standard & Poor's to Canadian Imperial Bank of Commerce is the licensing of certain trademarks and trade names of the S&P 500®, which is determined, composed and calculated by the Index Source (as defined herein) without regard to Canadian Imperial Bank of Commerce or the Shares. The Index Source has no obligation to take the needs of Canadian Imperial Bank of Commerce or the Shareholders into consideration in determining, composing or calculating the S&P 500®. The Index Source is not responsible for and has not participated in the determination of the timing or pricing of the Shares or in the determination or calculation of the equation by which the Shares are to be converted into cash. The Index Source has no obligation or liability in connection with the administration, marketing or trading of the Shares.
The following Index disclaimer is applicable in respect of the EURO STOXX 50® Index:
The Euro STOXX 50® is the intellectual property (including registered trademarks) of Stoxx Limited, Zurich, Switzerland, (the "Licensor"), which is used under license. The securities based on the Index are in no way sponsored, endorsed, sold or promoted by the Licensor and the Licensor shall not have any liability with respect thereto.
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