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ASM International N.V. — Capital/Financing Update 2014
Jul 1, 2014
3812_rns_2014-07-01_81e60cfa-5b8a-497e-a5a7-5845777f1ede.pdf
Capital/Financing Update
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PRICING SUPPLEMENT FOR INDEX LINKED NOTES
Pricing Supplement dated 2 July 2014
Hapoalim International N.V.
Issue of USD3,350,000 HALVA Notes
Guaranteed by
Bank Hapoalim B.M.
under the U.S.\$2,500,000,000
Global Medium Term Note Programme
Part 1 Contractual Terms
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated 3 June 2014 which constitutes listing particulars for the purposes of Chapter 4 of the FCA's Listing Rules. References herein to the "Prospectus Rules" mean the United Kingdom Listing Authority's Prospectus Rules. This document constitutes the pricing supplement for the Notes described herein and must be read in conjunction with the Offering Circular for the purposes of the Prospectus Rules.
The Offering Circular is available to the public for viewing during normal business hours at the Issuer at Schottegatweg Oost 44, Curaçao and copies may be obtained from the Issuer Schottegatweg Oost 44, Curaçao and Bank Hapoalim (Luxembourg) Ltd. at 18 Boulevard Royal, 2017, Luxembourg and Bank Hapoalim (Switzerland) Ltd. at Stockerstrasse 33, CH 8093, Zurich, Switzerland and on its website -
http://www.bankhapoalim.com/wps/portal/int/article?WCM_GLOBAL_CONTEXT=/wps/wcm/connect/bhint/ int/home/irelations/FinancialInformation&proceed=1
| I | (i) | Issuer: | Hapoalim International N.V. |
|---|---|---|---|
| (ii) | Guarantor: | Bank Hapoalim B.M. | |
| (iii) | ILN Calculation Agent: | Hapoalim International N.V. | |
| $\overline{2}$ | (i) | Series Number: | 340 |
| (ii) | Tranche Number: | 1 | |
| 3 | Specified Currency or Currencies: | United States Dollars (USD) | |
| 4 | Aggregate Nominal Amount of Notes admitted to trading: |
||
| (i) | Series: | USD3,350,000 | |
| (ii) | Tranche: | USD3,350,000 | |
| 5 | Issue Price: | 100% of the Aggregate Nominal Amount | |
| 6 | (i) | Specified Denominations: | USD50,000, provided that the minimum amount per investor is USD250,000 |
| (ii) | Calculation Amount | USD1,000 |
| 7 | (1) | Issue Date: | 2 July 2014 |
|---|---|---|---|
| 8 | (ii) | Trade Date: | 2 July 2014 |
| (iii) | Interest Commencement Date: |
Not Applicable | |
| 9 | Maturity Date: | 3 July 2019, subject to the Modified Following Business Day Convention. For the purposes of the "Business Day" definition, London, New York and Tel Aviv shall be taken into account. |
|
| 10 | Interest Basis: | Zero Coupon | |
| $\mathbf{11}$ | Redemption Basis: | Index Linked Redemption Amount - HALVA Index Linked Redemption Amount |
|
| 12. | Payment Basis: | Fully paid | |
| 13 | Change of Interest or Redemption Basis or Payment Basis: |
Not Applicable | |
| 14 | Put/Call Options: | Not Applicable | |
| 15 | (i) | Status of the Notes: | Unsubordinated Notes |
| (i) | Status of the Guarantee: | Unsubordinated Guarantee | |
| (iii) | Date Board approval for issuance of Notes and Guarantee obtained: |
Not Applicable | |
| PROVISIONS RELATING TO INDEX LINKED NOTES | |||
| 16 | Provisions | Index Description and Other | |
| $\sf (i)$ | Whether the Notes relate to a single Index or a Basket of Indices: |
HALVA Strategy (as defined in the Conditions) will be implemented |
|
| (i) | Identity of the relevant Index/Indices: |
DJ Industrial Average (bbg: INDU) Index | |
| (iii) | Details of the relevant Index Sponsor(s): |
S&P Dow Jones Indices | |
| (iv) | Whether any Index is a Multi-Exchange Index: |
Applicable | |
| (v) | Weighting (in the case of a Basket of Indices): |
Not Applicable | |
| 17 | Valuation Date(s): | Each Scheduled Trading Day from (and including) 2 July 2014 to (and including) 1 July 2019, provided that the Final HALVA Strategy Level will be determined on the final Valuation Date. |
|
| 18 | Valuation Time: | As set out in Condition 13(d)(v) |
| 19 | Averaging Dates: | Not Applicable |
|---|---|---|
| 20 | Observation Period(s): | Not Applicable |
| 21 | Observation Dates: | Not Applicable |
| 22 | Disrupted Day: | Condition 13(d)(v) applies |
| 23 | Additional Disruption Event(s): | Change in Law |
| Hedging Disruption | ||
| Increased Cost of Hedging | ||
| Emerging Market Risk Event | ||
| 24 | Hedging Entity: | As set out in Condition 13(d)(v) |
| 25 | ILN Cost of Unwinding Further Provisions: |
As set out in Condition $13(d)(v)$ |
| 26 | Index Substitution: | Applicable |
| 27 | Exchange(s): | All Exchanges, as determined by the ILN Calculation Agent |
| 28 | Related Exchange(s) | All Exchanges, as determined by the ILN Calculation Agent |
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
| 29 | Fixed Rate Note Provisions | Not Applicable | |
|---|---|---|---|
| (1) | Rate(s) of Interest: | Not Applicable | |
| (ii) | Interest Payment Date(s): | Not Applicable | |
| (iii) | Business Day Convention: | Not Applicable | |
| (iv) | Business Centre(s): | Not Applicable | |
| (v) | Fixed Coupon Amount(s): | Not Applicable | |
| (vi) | Broken Amount(s): | Not Applicable | |
| (vii) | Day Count Fraction: | Not Applicable | |
| (viii) | Determination Dates: | Not Applicable | |
| 30 | Floating Rate Note Provisions | Not Applicable | |
| (i) | Interest Period(s) | Not Applicable | |
| (ii) | Specified Interest Payment Dates: |
Not Applicable |
First Interest Payment Date: Not Applicable $(iii)$
| (iv) | Not Applicable Business Day Convention: |
||
|---|---|---|---|
| (v) | Not Applicable Business Centre(s): |
||
| (vi) | Not Applicable Manner in which the Rate(s) of Interest is/are to be determined: |
||
| (vii) | Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Agent): |
Not Applicable | |
| (viii) | Screen Rate Determination: | Not Applicable | |
| - Reference Rate: | Not Applicable | ||
| - Interest Determination Date(s): |
Not Applicable | ||
| - Relevant Screen Page: | Not Applicable | ||
| - Relevant Time: | Not Applicable | ||
| (1x) | ISDA Determination: | Not Applicable | |
| - Floating Rate Option: | Not Applicable | ||
| - Designated Maturity: | Not Applicable | ||
| - Reset Date: | Not Applicable | ||
| (x) | Margin(s): | Not Applicable | |
| (xi) | Minimum Rate of Interest: | Not Applicable | |
| (xii) | Maximum Rate of Interest: | Not Applicable | |
| (xiii) | Inverse Floating Rate: | Not Applicable | |
| (xix) | Day Count Fraction: | Not Applicable | |
| Asian Call Coupon Note Provisions | Not Applicable | ||
| (i) | Interest Period(s): | Not Applicable | |
| (ii) | Specified Interest Payment Dates: |
Not Applicable | |
| (iii) | First Interest Payment Date: | Not Applicable | |
| (iv) | Business Day Convention: | Not Applicable | |
| (v) | Business Centre(s): | Not Applicable | |
$(vi)$ Broken Amount(s): Not Applicable Not Applicable $(vii)$ Day Count Fraction:
| (viii) | Determination Dates: | Not Applicable |
|---|---|---|
| (ix) | Party responsible for calculating the Interest Amount (if not the ILN Calculation Agent): |
Not Applicable |
| (x) | А: | Not Applicable |
| (xi) | Asian Index Performance: | Not Applicable |
| (xii) | Reference Level: | Not Applicable |
| (xiii) | Reference Level i : | Not Applicable |
| (xiv) | Reference Level.: | Not Applicable |
| (xv) | Reference Levelstrike: | Not Applicable |
| (xvi) | Asian Call Strike: | Not Applicable |
| (xvii) | n: | Not Applicable |
| Provisions | Asian Call Spread Coupon Note | Not Applicable |
| $\bf(i)$ | Interest Period(s): | Not Applicable |
| (i) | Specified Interest Payment Dates: |
Not Applicable |
| (iii) | First Interest Payment Date: | Not Applicable |
| (iv) | Business Day Convention: | Not Applicable |
| (v) | Business Centre(s): | Not Applicable |
| (vi) | Broken Amount(s): | Not Applicable |
| (vii) | Day Count Fraction: | Not Applicable |
| (viii) | Determination Dates: | Not Applicable |
| (ix) | Party responsible for calculating the Interest Amount (if not the ILN Calculation Agent): |
Not Applicable |
| (x) | А. | Not Applicable |
| (xi) | Asian Index Performance: | Not Applicable |
| (xii) | Reference Level: | Not Applicable |
| (xiii) | Reference Level i : | Not Applicable |
| (xiv) | Reference Level.: | Not Applicable |
| (xv) | Reference Level strike : | Not Applicable |
| (xvi) | Asian Call Strike: | Not Applicable |
|---|---|---|
| (xvii) | n: | Not Applicable |
| (xviii) | $X\%$ : | Not Applicable |
| Autocall Coupon Provisions | Not Applicable | |
| (i) | Interest Period(s): | Not Applicable |
| (i) | Specified Interest Payment Dates: |
Not Applicable |
| (iii) | First Interest Payment Date: | Not Applicable |
| (iv) | Business Day Convention: | Not Applicable |
| (v) | Business Centre(s): | Not Applicable |
| (vi) | Broken Amount(s): | Not Applicable |
| (vii) | Day Count Fraction: | Not Applicable |
| (viii) | Determination Dates: | Not Applicable |
| (ix) | Party responsible for calculating the Interest Amount (if not the ILN Calculation Agent): |
Not Applicable |
| (x) | А. | Not Applicable |
| (xi) | Autocall Observation Date,: | Not Applicable |
| (xii) | Reference Level: | Not Applicable |
| (xiii) | Reference Level,: | Not Applicable |
| (xiv) | Reference Level o : | Not Applicable |
| (xv) | i: | Not Applicable |
| (xvi) | n: | Not Applicable |
| (xvii) | X%: | Not Applicable |
| Conditional Coupon Provisions | Not Applicable | |
| (i) | Interest Period(s): | Not Applicable |
| (ii) | Specified Interest Payment Dates: |
Not Applicable |
| (iii) | First Interest Payment Date: | Not Applicable |
| (iv) | Business Day Convention: | Not Applicable |
| (v) | Business Centre(s): | Not Applicable |
| (vi) | Broken Amount(s): | Not Applicable |
| (vii) | Day Count Fraction: | Not Applicable |
|---|---|---|
| (viii) | Determination Dates: | Not Applicable |
| (ix) | Party responsible for calculating the Interest Amount (if not the ILN Calculation Agent): |
Not Applicable |
| (x) | А: | Not Applicable |
| $(x_i)$ | Reference Level: | Not Applicable |
| (xii) | Coupon Barrier Level: | Not Applicable |
| (xiii) | Х%: | Not Applicable |
| Cliquet Coupon Provisions | Not Applicable |
| (i) | Interest Period(s): | Not Applicable |
|---|---|---|
| (ii) | Specified Interest Payment Dates: |
Not Applicable |
| (iii) | First Interest Payment Date: | Not Applicable |
| (iv) | Business Day Convention: | Not Applicable |
| (v) | Business Centre(s): | Not Applicable |
| (vi) | Broken Amount(s): | Not Applicable |
| (vii) | Day Count Fraction: | Not Applicable |
| (viii) | Determination Dates: | Not Applicable |
| (ix) | Party responsible for calculating the Interest Amount (if not the ILN Calculation Agent): |
Not Applicable |
| (x) | А. | Not Applicable |
| (xi) | Cliquet Index Performance: | Not Applicable |
| (xii) | Reference Level: | Not Applicable |
| (xiii) | Reference Level i : | Not Applicable |
| (xiv) | n: | Not Applicable |
| (xv) | X%: | Not Applicable |
| (xvi) | Z%: | Not Applicable |
| Shark Fin Coupon Provisions | Not Applicable |
| (i) | Not Applicable Interest Period(s): |
||
|---|---|---|---|
| (ii) | Not Applicable Specified Interest Payment Dates: |
||
| (iii) | Not Applicable First Interest Payment Date: |
||
| (iv) | Business Day Convention: | Not Applicable | |
| (v) | Business Centre(s): | Not Applicable | |
| (vi) | Broken Amount(s): | Not Applicable | |
| (vii) | Day Count Fraction: | Not Applicable | |
| (viii) | Determination Dates: | Not Applicable | |
| (ix) | Not Applicable Party responsible for calculating the Interest Amount (if not the ILN Calculation Agent): |
||
| (x) | ٨. | Not Applicable | |
| (xi) | Shark Fin Index Performance: |
Not Applicable | |
| (xii) | Shark Fin Index Basket Performance: |
Not Applicable | |
| (xiii) | Reference Level: | Not Applicable | |
| (xiv) | Reference Level: | Not Applicable | |
| (xv) | Reference Level o : | Not Applicable | |
| (xvi) | i: | Not Applicable | |
| (xvii) | Coupon Barrier Level: | Not Applicable | |
| (xviii) | X%: | Not Applicable | |
| Stability Coupon Provisions | Not Applicable | ||
| (i) | Interest Period(s): | Not Applicable | |
| (ii) | Specified Interest Payment Dates: |
Not Applicable | |
| (iii) | First Interest Payment Date: | Not Applicable | |
| (iv) | Business Day Convention: | Not Applicable | |
| (v) | Business Centre(s): | Not Applicable | |
| (vi) | Broken Amount(s): | Not Applicable | |
| (vii) | Day Count Fraction: | Not Applicable | |
| (viii) | Determination Dates: | Not Applicable |
| (ix) | Party responsible for calculating the Interest Amount (if not the ILN Calculation Agent): |
Not Applicable |
|---|---|---|
| (x) | А. | Not Applicable |
| (xi) | Reference Level: | Not Applicable |
| (xii) | Reference Level i : | Not Applicable |
| (xiii) | Reference Level o : | Not Applicable |
| (xiv) | i: | Not Applicable |
| (xv) | Coupon Barrier Level: | Not Applicable |
| (xvi) | Higher Coupon Barrier Level: | Not Applicable |
| Vanilla Call Coupon Provisions | Not Applicable | |
| (1) | Interest Period(s): | Not Applicable |
| (ii) | Specified Interest Payment Dates: |
Not Applicable |
| (iii) | First Interest Payment Date: | Not Applicable |
| (iv) | Business Day Convention: | Not Applicable |
| (v) | Business Centre(s): | Not Applicable |
| (vi) | Broken Amount(s): | Not Applicable |
| (vii) | Day Count Fraction: | Not Applicable |
| (viii) | Determination Dates: | Not Applicable |
| (ix) | Party responsible for calculating the Interest Amount (if not the ILN Calculation Agent): |
Not Applicable |
| (x) | А: | Not Applicable |
| (xi) | Vanilla Index Performance: | Not Applicable |
| (xii) | Reference Level: | Not Applicable |
| (xiii) | Reference Level; | Not Applicable |
| (xiv) | Reference Level.: | Not Applicable |
Vanilla Call Spread Coupon
Provisions
$(i)$
39
Not Applicable Interest Period(s):
38
Not Applicable
| (i) | Specified Interest Payment Dates: |
Not Applicable |
|---|---|---|
| (iii) | First Interest Payment Date: | Not Applicable |
| (iv) | Business Day Convention: | Not Applicable |
| (v) | Business Centre(s): | Not Applicable |
| (vi) | Broken Amount(s): | Not Applicable |
| (vii) | Day Count Fraction: | Not Applicable |
| (viil) | Determination Dates: | Not Applicable |
| (ix) | Party responsible for calculating the Interest Amount (if not the ILN Calculation Agent): |
Not Applicable |
| (x) | А. | Not Applicable |
| (x i ) | Vanilla Index Performance: | Not Applicable |
| (xii) | Reference Level: | Not Applicable |
| (xiii) | Reference Level: | Not Applicable |
| (xiv) | Reference Level o : | Not Applicable |
| (xv) | X%: | Not Applicable |
| Zero Coupon Note Provisions | Applicable | |
| No interest will be paid and the HALVA Notes will not be purchased at a discount. |
||
| (i) | Amortisation/Accrual Yield: | Not Applicable |
| (i) | Reference Price: | 100% of the Calculation Amount |
PROVISIONS RELATING TO REDEMPTION
| 41 | Call Option | Not Applicable | ||
|---|---|---|---|---|
| $\bf(i)$ | Optional Redemption Date(s): |
Not Applicable | ||
| (ii) | Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s): |
Not Applicable | ||
| (iii) | If redeemable in part: | |||
| (a) Minimum Redemption Amount: |
Not Applicable |
| (b) Maximum Redemption Amount: |
Not Applicable | ||
|---|---|---|---|
| (iv) | Notice period: | Not Applicable | |
| 42 | Put Option | Not Applicable | |
| (1) | Optional Redemption Date(s): |
Not Applicable | |
| (i) | Optional Redemption Amount(s) of each Note and method, if any, of calculation of such amount(s): |
Not Applicable | |
| (iii) | Notice period: | Not Applicable | |
| 43 | Final Redemption Amount of each Note (other than for Undated Subordinated Notes) |
Index Linked Redemption Amount - HALVA Index Linked Redemption Amount |
|
| 44 | HALVA Note Provisions | Applicable | |
| (i) | Initial HALVA Strategy Level: | 100% | |
| (i) | HALVA Basket Longer Volatility Observation Period: |
With respect to each Valuation Date, a 60 consecutive Valuation Date period ending 2 Scheduled Trading Days before such Valuation Date |
|
| (iii) | HALVA Basket Shorter Volatility Observation Period: |
With respect to each Valuation Date, a 20 consecutive Valuation Date period ending 2 Scheduled Trading Days before such Valuation Date |
|
| (iv) | HALVA Designation Dates: | The last Scheduled Trading Day falling in March, June, September and December of each calendar year, provided that the initial HALVA Designation Date shall be the initial Valuation Date and the final HALVA Designation Date shall be the final Valuation Date |
|
| (v) | HALVA Number: | 5 | |
| (vi) | HALVA Day Count Fraction: | Actual/360 | |
| (vii) | HALVA Index: | As specified in Section 16(ii) above. | |
| (viii) | HALVA Volatility Cap: | 15% | |
| (ix) | Business Day Convention or Exchange Business Day Convention: |
Modified Following Business Day Convention. For the purposes of the "Business Day" definition, New York shall be taken into account. |
|
| (x) | Index Component Volatility Observation Period: |
With respect to each Valuation Date, a 63 consecutive Valuation Date period ending 2 Scheduled Trading Days before such Valuation Day |
|
| $(x_i)$ | HALVA Cash Component | Overnight FED FUNDS |
Rate of Return:
| 45 | Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): |
Calculation Amount | |
|---|---|---|---|
| Fair Market Value (Early Redemption Amount (Tax)): Applicable |
|||
| ILN Cost of Unwinding (Early Redemption Amount (Tax)): Applicable |
|||
| Fair Market Value (Early Termination Amount): Applicable |
|||
| ILN Cost of Unwinding (Early Termination Amount): Applicable |
|||
| 46 | Form of Notes: | Bearer Notes: | |
| Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes at any time in the limited circumstances specified in the Permanent Global Note. |
|||
| 47 | Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): |
No | |
| 48 | Redenomination, renominalisation and reconventioning provisions: |
Not Applicable | |
| 49 | Details relating to Partly Paid Notes: | Not Applicable | |
| Amount of each payment comprising the / and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: |
|||
| 50 | Details relating to Instalment Notes: | ||
| (i) Instalment Amount(s): | Not Applicable | ||
| (ii) Instalment Date(s): | Not Applicable |
THIRD PARTY INFORMATION
The Issuer and the Guarantor confirm that such information has been accurately reproduced and that, so far as each of them is aware and is able to ascertain from information published by the Index Sponsor, no facts have been omitted which would render the reproduced information inaccurate or misleading.
Signed on behalf of Hapoalim International N.V.:
E Catherine Lemaitre ۔
میر By:
Duly authorised
Signed on behalf of Bank Hapoalim B.M.:
By: .......................................
Duly authorised
$\overline{\phantom{a}}$
THIRD PARTY INFORMATION
The Issuer and the Guarantor confirm that such information has been accurately reproduced and that, so far as each of them is aware and is able to ascertain from information published by the Index Sponsor, no facts have been omitted which would render the reproduced information inaccurate or misleading.
-13
J.
BI-10C-50Id
FROM
916SA9S 2 226
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Signed on behalf of Hapoalim International N.V.:
......................................
- By:
- l. Duly authorised
Signed on behalf of Bank Hapoalim B.M.:
Duly authorised
TITTØØÞEØZÞÞØØ6
20/20'd
OT
By:
Part2 Other Information
- 51 LISTING
- London PSM Listing: $(i)$
- Application has been made for the Notes to be Admission to trading: $(ii)$ admitted to the Official List of the FCA and to trading on the Professional Securities Market of the London Stock Exchange
Date from which 2 July 2014 admission effective:
- $(iii)$ Estimate of total GBP600 expenses related to admission to trading:
- $52$ RATINGS
Ratings:
Not Applicable
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE 53
Save for any fees payable to a Dealer (as discussed in "Subscription and Sale"), so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES 54
- Reasons for the offer: See Page 174 of the Offering Circular. $(i)$
- USD3,350,000 $(ii)$ Estimated net proceeds:
- USD 7,400 Estimated total expenses: $(iii)$
PERFORMANCE OF INDEX/FORMULA AND OTHER INFORMATION CONCERNING 55 THE UNDERLYING
The Issuer does not intend to provide post issuance information. Investors are directed to the HALVA USA VT (Bloomberg Ticker: IND1HAVT Index) and the HALVA USA (Bloomberg Ticket: IND1HAUS Index).
56 OPERATIONAL INFORMATION
| ISIN Code: | XS1084568689 |
|---|---|
| Common Code: | 108456868 |
| Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Société Anonyme and the relevant identification number(s): |
Not Applicable |
| Delivery: | Delivery free of payment |
Names and addresses of additional Paying
Agent(s) (if any):
Not Applicable
$\hat{\mathcal{L}}$
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