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 29 August 2025
Canadian Imperial Bank of Commerce Branch of Account: Main Branch, Toronto Legal Entity Identifier: 2IGI19DL77OX0HC3ZE78
Issue of GBP 637,311 Index Linked Interest and Redemption Notes due November 2032 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 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 as so supplemented. 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, United Kingdom EC2Y 9DB.
(k) Interest Payoff: Applicable
(i) Interest Payoff Condition: Phoenix Without Memory
(ii) Coupon Barrier Event: Less than applies
Calculation Amount (CA): GBP 1
Interest Rate 0.685 per cent.
Interest Valuation Date(s): Each date set forth in the Interest Payment Table in the column
entitled "Interest Valuation Date(s)"
| t: | Coupon Barrier Level: | Interest Valuation Date(s): | Interest Payment Date(s): |
|---|---|---|---|
| 1 | 80% x Initial Price | 17 November 2025 | 01 December 2025 |
| 2 | 80% x Initial Price | 17 December 2025 | 05 January 2026 |
| 3 | 80% x Initial Price | 20 January 2026 | 03 February 2026 |
| 4 | 80% x Initial Price | 17 February 2026 | 03 March 2026 |
| 5 | 80% x Initial Price | 17 March 2026 | 31 March 2026 |
| 6 | 80% x Initial Price | 17 April 2026 | 01 May 2026 |
| 7 | 80% x Initial Price | 18 May 2026 | 02 June 2026 |
| 8 | 80% x Initial Price | 17 June 2026 | 01 July 2026 |
| 9 | 80% x Initial Price | 17 July 2026 | 31 July 2026 |
| 10 | 80% x Initial Price | 17 August 2026 | 01 September 2026 |
| 11 | 80% x Initial Price | 17 September 2026 | 01 October 2026 |
| 12 | 80% x Initial Price | 19 October 2026 | 02 November 2026 |
| 13 | 80% x Initial Price | 17 November 2026 | 01 December 2026 |
| 14 | 80% x Initial Price | 17 December 2026 | 05 January 2027 |
| 15 | 80% x Initial Price | 19 January 2027 | 02 February 2027 |
| 16 | 80% x Initial Price | 17 February 2027 | 03 March 2027 |
| 17 | 80% x Initial Price | 17 March 2027 | 02 April 2027 |
| 18 | 80% x Initial Price | 19 April 2027 | 04 May 2027 |
| 19 | 80% x Initial Price | 17 May 2027 | 01 June 2027 |
| 20 | 80% x Initial Price | 17 June 2027 | 01 July 2027 |
| 21 | 80% x Initial Price | 19 July 2027 | 02 August 2027 |
| 22 | 80% x Initial Price | 17 August 2027 | 01 September 2027 |
| 23 | 80% x Initial Price | 17 September 2027 | 01 October 2027 |
| 24 | 80% x Initial Price | 18 October 2027 | 01 November 2027 |
| 25 | 80% x Initial Price | 17 November 2027 | 01 December 2027 |
| 26 | 80% x Initial Price | 17 December 2027 05 January 2028 |
|
| 27 | 80% x Initial Price | 18 January 2028 01 February 2028 |
|
| 28 | 80% x Initial Price | 17 February 2028 | 02 March 2028 |
| 29 | 80% x Initial Price | 17 March 2028 31 March 2028 |
|
| 30 | 80% x Initial Price | 18 April 2028 | 03 May 2028 |
| 31 | 80% x Initial Price | 17 May 2028 | 01 June 2028 |
|---|---|---|---|
| 32 | 80% x Initial Price | 20 June 2028 | 04 July 2028 |
| 33 | 80% x Initial Price | 17 July 2028 | 31 July 2028 |
| 34 | 80% x Initial Price | 17 August 2028 | 01 September 2028 |
| 35 | 80% x Initial Price | 18 September 2028 | 02 October 2028 |
| 36 | 80% x Initial Price | 17 October 2028 | 31 October 2028 |
| 37 | 80% x Initial Price | 17 November 2028 | 01 December 2028 |
| 38 | 80% x Initial Price | 18 December 2028 | 04 January 2029 |
| 39 | 80% x Initial Price | 17 January 2029 | 31 January 2029 |
| 40 | 80% x Initial Price | 20 February 2029 | 06 March 2029 |
| 41 | 80% x Initial Price | 19 March 2029 | 04 April 2029 |
| 42 | 80% x Initial Price | 17 April 2029 | 01 May 2029 |
| 43 | 80% x Initial Price | 17 May 2029 | 01 June 2029 |
| 44 | 80% x Initial Price | 18 June 2029 | 02 July 2029 |
| 45 | 80% x Initial Price | 17 July 2029 | 31 July 2029 |
| 46 | 80% x Initial Price | 17 August 2029 | 03 September 2029 |
| 47 | 80% x Initial Price | 17 September 2029 | 01 October 2029 |
| 48 | 80% x Initial Price | 17 October 2029 | 31 October 2029 |
| 49 | 80% x Initial Price | 19 November 2029 | 03 December 2029 |
| 50 | 80% x Initial Price | 17 December 2029 | 03 January 2030 |
| 51 | 80% x Initial Price | 17 January 2030 | 31 January 2030 |
| 52 | 80% x Initial Price | 19 February 2030 | 05 March 2030 |
| 53 | 80% x Initial Price | 18 March 2030 | 01 April 2030 |
| 54 | 80% x Initial Price | 17 April 2030 | 03 May 2030 |
| 55 | 80% x Initial Price | 17 May 2030 | 03 June 2030 |
| 56 | 80% x Initial Price | 17 June 2030 | 01 July 2030 |
| 57 | 80% x Initial Price | 17 July 2030 | 31 July 2030 |
| 58 | 80% x Initial Price | 19 August 2030 03 September 2030 |
|
| 59 | 80% x Initial Price | 17 September 2030 01 October 2030 |
|
| 60 | 80% x Initial Price | 17 October 2030 | 31 October 2030 |
| 61 | 80% x Initial Price | 18 November 2030 02 December 2030 |
|
| 62 | 80% x Initial Price | 17 December 2030 | 03 January 2031 |
| 63 | 80% x Initial Price | 17 January 2031 | 31 January 2031 | |
|---|---|---|---|---|
| 64 | 80% x Initial Price | 18 February 2031 | 04 March 2031 | |
| 65 | 80% x Initial Price | 17 March 2031 | 31 March 2031 | |
| 66 | 80% x Initial Price | 17 April 2031 | 01 May 2031 | |
| 67 | 80% x Initial Price | 19 May 2031 | 03 June 2031 | |
| 68 | 80% x Initial Price | 17 June 2031 | 01 July 2031 | |
| 69 | 80% x Initial Price | 17 July 2031 | 31 July 2031 | |
| 70 | 80% x Initial Price | 18 August 2031 | 02 September 2031 | |
| 71 | 80% x Initial Price | 17 September 2031 | 01 October 2031 | |
| 72 | 80% x Initial Price | 17 October 2031 | 31 October 2031 | |
| 73 | 80% x Initial Price | 17 November 2031 | 01 December 2031 | |
| 74 | 80% x Initial Price | 17 December 2031 | 05 January 2032 | |
| 75 | 80% x Initial Price | 20 January 2032 | 03 February 2032 | |
| 76 | 80% x Initial Price | 17 February 2032 | 02 March 2032 | |
| 77 | 80% x Initial Price | 17 March 2032 | 02 April 2032 | |
| 78 | 80% x Initial Price | 19 April 2032 | 04 May 2032 | |
| 79 | 80% x Initial Price | 17 May 2032 | 01 June 2032 | |
| 80 | 80% x Initial Price | 17 June 2032 | 01 July 2032 | |
| 81 | 80% x Initial Price | 19 July 2032 | 02 August 2032 | |
| 82 | 80% x Initial Price | 17 August 2032 | 01 September 2032 | |
| 83 | 80% x Initial Price | 17 September 2032 01 October 2032 |
||
| 84 | 80% x Initial Price | 18 October 2032 (the "Final Valuation Date") |
01 November 2032 (the "Maturity Date") |
For the purposes of determining an Early Redemption Amount, the relevant Early Redemption Observation Date
Call Option: Not Applicable
Put Option: Not Applicable
Bail-inable Notes – TLAC Disqualification Event Call Option: Not Applicable 19. Early Redemption Amount:
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
Fair Market Redemption Amount calculated in accordance with General Condition 5.4. For the purposes hereof the provision "The Fair Market Value Redemption Amount specified above shall be determined taking into account any amounts in respect of accrued but unpaid interest, and accordingly no other amount of" shall be deemed to be deleted from General Condition 5.4(a) and replaced with "No amount of".
(a) Hedge Amount Not Applicable
(b) Fair Market Value Redemption Amount Percentage:
Not Applicable
Applicable
Performance ER For the purposes of Performance ER in the definition of Automatic Early Redemption Event, greater than or equal to applies.
Early Redemption Amount: Determined in accordance with Barrier Reverse Convertible (Worst of)
Redemption Unwind Costs: Not Applicable
Reference Price Percentage:
Not Applicable
(ERB):
As specified in the Early Redemption Table in the column entitled "Early Redemption Barrier (ERB))"
Early Redemption Date(s): Each date set forth in the Early Redemption Table in the column entitled "Early Redemption Date(s)"
Early Redemption Observation Date(s): Each date set forth in the Early Redemption Table in the column entitled "Early Redemption Observation Date(s) / Valuation Date(s)"
Early Redemption Observation Period: Not Applicable
Initial Price: Official closing price of the Underlying Asset on 17 October 2025 (the "Strike Date")
Relevant Timing: On each Early Redemption Observation Date
Underlying Performance
Type:
Worst-of
Valuation Date(s): Each date set forth in the Early Redemption Table in the column entitled "Early Redemption Observation Date(s) / Valuation Date(s)"
Valuation Price: Official closing price of the Underlying Asset on the Valuation Date
| t: | Early Redemption Barrier (ERB): |
Early Redemption Observation Date(s) / Valuation Date(s): |
Early Redemption Date(s): |
|---|---|---|---|
| 1 | 100% x Initial Price | 18 October 2027 | 01 November 2027 |
| 2 | 100% x Initial Price | 17 October 2028 | 31 October 2028 |
| 3 | 100% x Initial Price | 17 October 2029 | 31 October 2029 |
| 4 | 100% x Initial Price | 17 October 2030 | 31 October 2030 |
| 5 | 100% x Initial Price | 17 October 2031 | 31 October 2031 |
Applicable
(a) Redemption Payoff: Determined in accordance with Barrier Reverse Convertible (Worst
of)
100 per cent.
Redemption Unwind Costs: Not Applicable
Reference Price Percentage:
Not Applicable
specified in Paragraph 20)
Underlying Asset
Kick-in Event: In the definition of Kick-in Event, less than applies
Kick-in Level: The product of (a) 65 per cent. and (b) the Initial Price of the relevant
Underlying Asset
(b) Early Redemption Level: Not Applicable
(c) Fair Market Value Redemption Not Applicable
Amount:
with Annex 1, Chapter 1
(i) Single Underlying: Not Applicable
(ii) Basket: Applicable
Scheduled Trading Day: Scheduled Trading Day (All Indices Basis)
Exchange Business Day: Exchange Business Day (All Indices Basis)
Applicable for the purposes Interest Payoff Condition: Phoenix without Memory
of:
Redemption Payoff: Barrier Reverse Convertible (Worst of)
Automatic (Autocall) Early Redemption
| Index | Exchange | Multiple Exchange |
Index Sponsor | Related Exchange |
Valuation Time |
Bloomberg Ticker |
Currency |
|---|---|---|---|---|---|---|---|
| Standard and Poor's 500® Index |
NASDAQ, The New York Stock Exchange |
Applicable | S&P Dow Jones Indices |
All Exchanges |
Closing | SPX Index | USD |
| EURO STOXX 50® Index |
Eurex | Applicable | STOXX Limited | All Exchanges |
Closing | SX5E Index | EUR |
(iii) Additional Disruption Event: The following Additional Disruption Events apply to the Notes:
Change in Law Hedging Disruption
Increased Cost of Hedging
Dividend Disruption
(iv) Other Events: Not Applicable
(v) Correction of Index Levels: Applicable: The Reference Price shall be calculated without regard to
any subsequently published correction
(vi) Correction Cut-Off Date: 2 Business Days prior to the Maturity Date
(vii) Observation Date(s): As per the definition in Index Linked Asset Condition 2
(viii) Observation Period: Not Applicable
(ix) Averaging Date Disruption: Not Applicable
(x) Maximum Days of Disruption:
8 Scheduled Trading Days
(xi) Payment Extension Days: 2 Payment Business Days
(xii) Clearance System: As per the definition in Index Linked Asset Condition 2
(xiii) Multiplier: Not Applicable
(b) Equity Linked Note: Not Applicable
(c) Fund Linked Note: Not Applicable
(d) Preference Share Linked Note: Not Applicable
(e) Delivery: Cash Settlement
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
Business Day Convention for the purposes of "Payment Business Day" election in accordance with General Condition 6.6 (Payment Business Day): 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
Not Applicable
81 Bay Street, CIBC Square, Toronto, Ontario M5J 0E7, Canada
(a) Governing Law English Law
Relevant Index Benchmark: As per the definition in Index Linked Asset Condition 2
(a) Specified Public Source: As per the definition in the Definitions Condition
(b) Impacted 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 the 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 98.90 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) 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 Underlying can be obtained from, free of charge:
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:
https://us.spindices.com/indices/equity/sp-500
Information about the past and future performance of the EURO STOXX 50® Index and its volatility can be obtained from, free of charge:
http://www.stoxx.com/index.html
The Issuer does not intend to publish post-issuance information in relation to any underlying element to which the Notes are linked.
Not Applicable
(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
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) 01 September 2025 to (and including) 17 October 2025 (the "Offer Period").
See further Paragraph 12 below.
Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the conditions in it:
website and identified as an Authorised Offeror in respect of the relevant Public Offer (each and "Additional Authorised Offeror" and together with the Initial Authorised Offeror, the "Authorised Offerors")
General Consent: Not Applicable
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: XS3168704735
(b) Temporary ISIN Not Applicable
(c) Common Code 316870473
(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 Not Applicable
number(s)
(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
UK Benchmarks Regulation: Article 29(2) statement on benchmarks:
Applicable: Amounts payable under the Notes are calculated by reference to the Standard and Poor's 500® Index and the EURO STOXX 50® Index which are provided by S&P Dow
Jones Indices LLC and 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 UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended) (as amended, 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 of 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).
Offer Price: Issue Price
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 637,311 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.
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 637,311.
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.
Details of the minimum and/or maximum amount of the application:
The minimum amount of any subscription is GBP 1,000 in principal amount of the Notes and no maximum is applicable.
Description of possibility to reduce subscriptions and manner for refunding amounts paid in excess by applicants:
The Issuer may decline applications and/or accept subscriptions which would exceed the aggregate principal amount of GBP 637,311, 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 1,000 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 637,311 and the Issuer may increase the aggregate principal amount of the Notes.
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.
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.
Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
Whether tranche(s) have been reserved for certain countries:
Not Applicable
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.
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.
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.
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
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, 2025:
| 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 |
weather events and systemic issues such as rising sea levels can impact CIBC's profitability through disruptions in its own operations and damage to critical infrastructure. Transition risks, which arise as society adjusts towards a low-carbon future, can impact the financial health of its clients as changes in policy and technology aimed at limiting global warming can increase their operating costs and reduce profitability, while translating into potentially higher credit losses for CIBC. CIBC is also exposed to reputational risks due to changing stakeholder expectations related to action or inaction in addressing climate-related risks.
3.1.1 Type and class of Notes and ISIN: The Notes are Index Linked Interest and Redemption Notes. The Notes will be uniquely identified by ISIN: XS3168704735; Common Code: 316870473; Series Number: SPUK 087 Interest is payable on the Notes calculated by reference to the value or performance of Standard and Poor's 500® Index and the EURO STOXX 50® Index (each, an "Underlying Asset") as further described below. Redemption Amounts payable in respect of the Notes are linked to the value or performance of the Underlying Asset as further described below.
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 in excess thereof up to and including GBP 1,999. The minimum trading size is GBP 1,000 The calculation amount is GBP 1 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 637,311. 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 01 November 2032, 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:
(a) If a Coupon Barrier Event has not occurred in respect of the relevant Interest Valuation Date, as determined by the
Calculation Agent, the Interest Amount payable on the corresponding Interest Payment Date shall be calculated by multiplying the specified Interest Rate by the Calculation Amount; or
"Coupon Barrier Event" means, in respect of an Interest Valuation Date, the official closing price or level of the Underlying Asset on such Interest Valuation Date is less than the Coupon Barrier Level in respect of such Underlying Asset, as determined by the Calculation Agent.
"Coupon Barrier Level" means 80 per cent. x Initial Price.
"Interest Rate" means 0.685 per cent.
The Interest Valuation Dates are:
ISIN: XS3168704735 Series Number: SPUK 087
And 18 October 2032
02 August 2027
01 September 2027
01 October 2032 And the Maturity Date.
Calculation Amount x Final Redemption Percentage
(b) if the Calculation Agent determines that a Kick-in Event has occurred an amount calculated by the Calculation Agent in accordance with the formula below:
Calculation Amount
$$x$$
$\frac{Final\ Underlying\ Price\ (Worst)}{Initial\ Underlying\ Price\ (Worst)}$
Where:
"Final Redemption Percentage" means 100 per cent.
"Final Price" means the official closing level of the Underlying Asset on the Final Valuation Date.
"Final Underlying Price (Worst)" means, in respect of any relevant day, the Final Price of the Worst Performing Underlying Asset.
"Final Valuation Date" means 18 October 2032, provided that the Final Valuation Date is an Business Day and, if not, then the Final Valuation Date shall be the next following Business Day.
"Initial Price" means, in respect of an Underlying Asset, the official closing price of the Underlying Asset at the Scheduled Closing Time 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.
"Initial Underlying Price (Worst)" means the Initial Price of Worst Performing Underlying Asset.
"Kick-in Event" means the official closing price of an Underlying Asset is less than the Kick-in Level on the Final Valuation Date.
"Kick-in Level" means the product of (a) 65 per cent. and (b) the Initial Price of the relevant Underlying Asset, being USD 4,331.6065 in relation to S&P 500 Index and EUR 3,644.8035 in relation to EURO STOXX 50® Index.
"Strike Price" means the product of (a) 100 per cent. and (b) the Initial Price of the relevant Underlying Asset.
"Worst Performing Underlying Asset" means, in relation to an Underlying Asset and a Valuation Date, the Underlying Asset that has an official closing price or level that is less than the Strike Price, as determined by the Calculation Agent, provided that where more than one Underlying Asset has an official closing price or level that is less than the Strike Price, the Calculation Agent shall select which of the Underlying Assets shall be the Worst Performing Underlying Asset.
"Automatic Early Redemption Event" means that the Performance_ER is greater than or equal to the Early Redemption Barrier at the Relevant Timing.
"Early Redemption Amount" means the amount specified as the Early Redemption Amount in the Redemption Amount above.
"Early Redemption Barrier" means 100 per cent. x Initial Price.
"Initial Price" means the official closing price or level for the Underlying Asset 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.
"Performance_ER" means, in relation to a Scheduled Trading Day, the Valuation Price of the Worst Performing Underlying Asset divided by the Initial Price of the Worst Performing Underlying Asset in relation to the Underlying Asset on such Scheduled Trading Day;
"Relevant Timing" means on the relevant Valuation Date.
"Valuation Price" means, in relation to an Underlying Asset and a Valuation Date, as determined by the Calculation Agent, the official closing price or the level of the Underlying Asset on the Valuation Date.
"Worst Performing Underlying Asset" means, in relation to a Scheduled Trading Day, the Underlying Asset with the lowest Performance_ER on such day, provided that, in each case, where more than one Underlying Asset has the same lowest Performance_ER price, or in respect of an Index, the level, of the Underlying Asset, the Calculation Agent shall select which of the Underlying Assets with the same lowest Performance_ER shall be the Worst Performing Underlying Asset.
The Early Redemption Observation Dates and Valuation Dates are 18 October 2027, 17 October 2028, 17 October 2029, 17 October 2030 and 17 October 2031. The corresponding Early Redemption Dates are 01 November 2027, 31 October 2028, 31 October 2029, 31 October 2030 and 31 October 2031.
Where a Note is subject to early redemption, it may be redeemed at its Fair Market Value Redemption Amount, which may be different from the amount due on the scheduled redemption or maturity date. Save in respect of Notes where the Fair Value Redemption Amount is determined by reference to a fixed percentage, the Fair Market Value Redemption Amount in respect of a Note will be an amount equal to the fair market value of the Note (subject to a minimum of zero). Following the early redemption of the Notes, a Noteholder may not be able to reinvest the redemption proceeds at an equivalent rate of return to the Notes being redeemed and may only be able to do so at a significantly lower rate or in worse investment conditions.
The market price of such Notes may be volatile and may depend on the time remaining to the redemption date and the volatility of the level of the index or indices. The level of the index or indices may be affected by the economic, financial and political events in one or more jurisdictions, including but not limited to the stock exchange(s) or quotation system(s) on which any securities comprising the index or indices may be traded. Noteholders are exposed to the risk that changes in the levels of the index or indices may adversely affect the value of the Notes and as a result, could lose all or part of their investment.
Indices are comprised of a synthetic portfolio of shares, bonds, currency exchange rates, commodities and other assets and, as such, the performance of an index is dependent upon the performance of components of such index, which may include interest rates, currency developments, political factors, market factors such as the general trends in capital markets or broad based indices and (in the case of equity securities) company-specific factors such as earnings position, market position, risk situation, shareholder structure and distribution policy. If an index does not perform as expected, this will materially and adversely affect the value of the Notes.
If the amount of principal and/or interest payable is determined in conjunction with a multiplier greater than one or by reference to some other leverage factor, the effect of changes in the level of the index or the indices on principal and/or interest payable will be magnified.
Returns on Notes that reference indices may not reflect the return an investor would realise if it actually owned the relevant assets comprising the components of the index or owned a different form of interest in the relevant index and in the same proportion as the weighting of such relevant assets in the index or, as the case may be, indices in an index basket. For example, if the components of the indices are equity securities, Noteholders will not receive any dividends paid or distributions made on those equity securities and will not participate in the return on those dividends or distributions unless the relevant index takes dividends into account for purposes of calculating the relevant level. Similarly, an investor in the
Notes will not benefit from any voting rights or rights to receive cash dividends or other distributions or rights that it would have benefited in case of direct investment in the securities. Accordingly, holders of Notes that reference indices as Underlying Assets may receive a lower payment on the redemption/settlement of such Notes than such holders would have received if they had invested in the components of the index directly or other comparable instruments linked to the index.
The Calculation Agent may determine that an event giving rise to a Disrupted Day and/or if an Additional Disruption Event has occurred at any relevant time. Any such determination may have an effect on the timing of valuation and consequently the value of the Notes and/or may delay any applicable payments or settlement. Prospective purchasers should review the Conditions and the Final Terms to ascertain whether and how such provisions apply to the Notes.
The Index Sponsor of any relevant Index can add, delete or substitute the assets comprised in the Index or amend in any other way the methodology of the Index. Investors should be aware that those decisions by the Index Sponsor may adversely affect the value of the Notes (for example, if the components of the indices are equity securities, if a newly added company performs significantly worse or better than the company it replaces). No Index Sponsor of any relevant Index has to consider interests of Noteholders in calculating and revising the Index. If an Index Adjustment Event occurs, prospective purchasers should note that the Issuer may redeem the Notes early at the Early Redemption Amount specified in the Final Terms.
4.3.1 Reasons for the issue, estimated net proceeds and use of proceeds: The Prospectus has been prepared in connection with a public offer of Notes in the United Kingdom and the admission of Notes to trading on a regulated market pursuant to the UK Prospectus Regulation. The net proceeds from the issue of the Notes, which are expected to be an amount equal to 98.90 per cent. of the final aggregate principal amount of the Notes issued on the Issue Date, will be used by the Issuer for its general corporate purposes.
4.3.2 Underwriting agreement on a firm commitment basis: The offer of the Notes is not subject to an underwriting agreement on a firm commitment basis.
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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