Prospectus • Dec 15, 2015
Prospectus
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Credit Suisse AG acting through its London Branch
linked to Preference Shares in Andrea Investments (Jersey) PCC Series SPLB2015-0FJ9 (the "Securities")
issued pursuant to the Preference Share-Linked Securities (Andrea Preference Share-Linked Securities) Base Prospectus as part of the Structured Products Programme for the issuance of Notes, Certificates and Warrants
Terms used herein shall be deemed to be defined as such for the purposes of the Base Prospectus dated 27 November 2015 as supplemented on 9 December 2015 and by any further supplements up to, and including, the later of the Issue Date and the date of listing of the Securities which together constitute a base prospectus for the purposes of Directive 2003/71/EC, as amended from time to time, including by Directive 2010/73/EU (the "Prospectus Directive") and the Luxembourg Act dated 10 July 2005 on prospectuses for securities (the "Prospectus Act 2005"). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and Article 8.4 of the Prospectus Act 2005 and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. A summary of the Securities is annexed to these Final Terms. Copies of the Base Prospectus and each supplement may be obtained from the registered office of the Issuer and Agents specified herein.
These Final Terms comprise the final terms for the issue and public offer in the United Kingdom and admission to trading on the Luxembourg Stock Exchange of the Securities. The Final Terms will be available for viewing on the website(s) of the Distributor(s) and the website of the Luxembourg Stock Exchange (http://www.bourse.lu).
| 1 | Series Number: | SPLB2015-0FJ9 | |||
|---|---|---|---|---|---|
| 2 | Tranche Number: | Not Applicable | |||
| 3 | Aggregate Nominal Amount: | ||||
| (i) | Series: | Up to GBP 5,000,000 | |||
| (ii) | Tranche: | Not Applicable | |||
| 4 | Issue Price: | 100% of the Aggregate Nominal Amount | |||
| 5 | Specified Denomination: | GBP 1.00 | |||
| 6 | Issue Date: | 15 Currency Business Days following the Initial Share Setting Date (expected to be 19 February 2016) |
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| - | Initial Share Setting Date: | 29 January 2016 | |||
| - | Initial Share Setting Date Adjustment: | Latest | |||
| 7 | Maturity Date: | The Valuation Date | |||
| 8 | Interest Basis: | Not Applicable | |||
| PROVISIONS RELATING TO INTEREST |
| 9 | Fixed Rate Provisions: | Not Applicable |
|---|---|---|
| 10 | Floating Rate Provisions: | Not Applicable |
| 11 | Valuation Date: | 5 Currency Business Days following the Preference Share Valuation Date |
|
|---|---|---|---|
| - | Preference Share Valuation Date: | 29 January 2022 | |
| - | Preference Share Trigger Barrier Observation Date(s): |
Each of: | |
| 29 January 2018 | |||
| 29 January 2019 | |||
| 29 January 2020 | |||
| 29 January 2021 | |||
| 12 | Valuation Time: | As per Product Condition 1 | |
| 13 | Early Redemption: | ||
| (i) | Redemption at the Option of the Issuer: | General Note Condition 5(d) is Not Applicable | |
| (ii) | Redemption at the Option of Securityholders: |
General Note Condition 5(e) is Not Applicable | |
| (iii) | Early Redemption as a result of an Extraordinary Event: |
Product Condition 2 is Applicable | |
| Extraordinary Event Provisions: | |||
| - | Merger Event: | Applicable | |
| - | Tender Offer: | Applicable | |
| - | Nationalisation: | Applicable | |
| - | Insolvency: | Applicable | |
| (iv) Early Redemption as a result of an Additional Disruption Event: |
Product Condition 2 is Applicable | ||
| Additional Disruption Event Provisions: | |||
| - | Change in Law: | Applicable | |
| - | Insolvency Filing: | Applicable | |
| - | Hedging Disruption: | Applicable | |
| 14 | Settlement Currency: | Pound Sterling ("GBP") | |
| 15 | Details relating to Instalment Securities: | Not Applicable | |
| 16 | Preference Shares: | ||
| - | Preference Share Issuer: | Andrea Investments (Jersey) PCC, a protected cell company incorporated in Jersey with registered number 81180 acting in respect of the Cell |
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| - | Cell: | Cell Series 1000 PC | |
| - | Preference Share: | Series 1000 - Class PX Equity Index-linked Preference Shares issued by the Preference Share Issuer in respect of the Cell |
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| - | ISIN: | JE00BYZVYH03 | |
| - | Bloomberg Code: | CSSN | |
| - | Information Source: | Bloomberg Code CSSN | |
| - | Preference Share Calculation Agent: | Credit Suisse International | |
| GENERAL PROVISIONS | |||
| 17 | Form of Securities: | ||
| (i) | Type: | Bearer Securities | |
| (ii) | Global Security: | Global Security | |
| (iii) | The Issuer intends to permit indirect interests in the Securities to be held |
Not Applicable |
| through CREST Depository Interests to be issued by the CREST Depository: |
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|---|---|---|
| 18 | Financial Centre(s): | Not Applicable |
| 19 | Business Centre(s): | Not Applicable |
| 20 | Minimum Transferable Number of Securities: | Not Applicable |
| 21 | Listing and Admission to Trading: | Applicable |
| (i) Exchange(s) to which application will initially be made to list the Securities: |
Luxembourg Stock Exchange | |
| (ii) Admission to trading: |
Application will be made for the Securities to be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange with effect from the Issue Date provided, however, no assurance can be given that the Securities will be admitted to trading on the Regulated Market of the Luxembourg Stock Exchange or listed on the Official List of the Luxembourg Stock Exchange on the Issue Date or any specific date thereafter |
|
| 22 | Entities (other than stock exchanges) to which application for listing and/or approval of the Securities will be made: |
None |
| 23 | Security Codes: | |
| ISIN Code: | XS1280035178 | |
| Common Code: | 128003517 | |
| Swiss Security Number: | 30147932 | |
| 24 | Clearing and Trading: | |
| Clearing System(s) and any relevant identification number(s): |
Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme |
|
| Delivery of Securities: | Delivery against payment | |
| Minimum Trading Lot: | Not Applicable | |
| 25 | Agents: | |
| Calculation Agent: | Credit Suisse International One Cabot Square London E14 4QJ |
|
| Fiscal Agent and Paying Agent: | The Bank of New York Mellon, acting through its London Branch One Canada Square London E14 5AL |
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| 26 | Dealer(s): | Credit Suisse International |
27 Specified newspaper for the purposes of notices to Securityholders: Not Applicable
| 1 | Offer Price: | The Offer Price will be equal to the Issue Price. |
|---|---|---|
| See item 11 below for information on applicable fees. | ||
| 2 | Total amount of the offer. If the amount is not fixed, description of the arrangements and |
Up to GBP 5,000,000 |
| time for announcing to the public the definitive amount of the offer: |
To be determined on the basis of the demand for the Securities and prevailing market conditions and published in accordance with Article 8 of the Prospectus Directive. |
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| 3 | Conditions (in addition to those specified in the Base Prospectus) to which the offer is subject: |
The Issuer reserves the right to withdraw the offer and/or to cancel the issue of the Securities for any reason at any time on or prior to the Issue Date. |
| For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises such a right, each such potential investor will not be entitled to subscribe or otherwise purchase any Securities. The relevant Distributor will repay the Offer Price and any commission paid by any investor without interest. |
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| 4 | The time period during which the offer will be open ("Offer Period"): |
From, and including, 14 December 2015 to, and including, 29 January 2016. |
| The Offer Period may be discontinued at any time. | ||
| Notice of the early closure of the Offer Period will be made to investors by appropriate means (and also through a notice published on the relevant Distributor's website, if available). |
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| See further the section entitled "Details of the minimum and/or maximum amount of application" set out in item 7 below. |
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| 5 | Description of the application process: | Prospective investors may apply to the relevant Distributor to subscribe for Securities in accordance with the arrangements existing between the relevant Distributor and its customers relating to the subscription of securities generally. |
| Investors will be notified by the relevant Distributor of the amount allotted. |
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| Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer in relation to the subscription for the Securities. |
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| 6 | Description of the possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: |
Not Applicable |
| 7 | Details of the minimum and/or maximum amount of application: |
There is no minimum amount of application. |
| All of the Securities requested through the relevant Distributor during the Offer Period will be assigned up to the maximum amount of the offer. |
8 Details of the method and time limits for paying up and delivering the Securities: Payments for the Securities shall be made to the relevant Distributor in accordance with the arrangements existing between the relevant Distributor and its customers relating to the subscription of securities generally, as instructed by the relevant Distributor. The Securities are expected to be delivered to the purchasers' respective book entry securities accounts on or around the date as notified by the relevant Distributor. 9 Manner in and date on which results of the offer are to be made public: The results of the offer will be published in accordance with Article 8 of the Prospectus Directive. 10 Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: Applicants will be notified by the relevant Distributor of the success of their application. 11 Amount of any expenses and taxes specifically charged to the subscriber or purchaser: The Securities will be sold by the Dealer to the Distributor(s) at a discount of up to 2% of the Issue Price. Such discount represents the fee retained by the Distributor(s) out of the Issue Price paid by investors. The Issue Price and the terms of the Securities take into account such fee and may be more than the market value of the Securities on the Issue Date. The Issuer is not aware of any expenses or taxes specifically charged to the subscriber and not disclosed herein. 12 Name(s) and address(es), to the extent known to the Issuer, of the placers ("Distributor(s)") in the various countries where the offer takes place: Meteor Asset Management Limited 55 King William Street, London, EC4R 9AD. United Kingdom 13 Consent: The Issuer consents to the use of the Base Prospectus by the financial intermediary/ies ("Authorised Offeror(s)"), during the Offer Period and subject to the conditions, as provided as follows: (a) Name and address of Authorised Offeror(s): See item 12 above (b) Offer period for which use of the Base Prospectus is authorised by the Authorised Offeror(s): Offer Period (c) Conditions to the use of the Base Prospectus by the Authorised Offeror(s): The Base Prospectus may only be used by the Authorised Offeror(s) to make offerings of the Securities in the jurisdiction(s) in which the Non-exempt Offer is to take place. If you intend to purchase Securities from an Authorised Offeror, you will do so, and such offer and sale will be made, in accordance with any terms and other arrangements in place between such Authorised Offeror and you, including as to price and settlement arrangements. The Issuer will not be a party to any such arrangements and, accordingly, the Base Prospectus does not contain any information relating to such arrangements. The terms and conditions of such offer should be provided to you by that Authorised Offeror at the time the offer is made. Neither the Issuer nor any Dealer has any responsibility or liability for such information provided by that
So far as the Issuer is aware, no person involved in the offer of the Securities has an interest material to the offer, save for any fees payable to the Distributor(s).
Authorised Offeror.
The Securities are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or the London Stock Exchange Group companies ("LSEG") (together the "Licensor Parties") and none of the Licensor Parties make any claim, prediction, warranty or representation whatsoever, expressly or impliedly, either as to (i) the results to be obtained from the use of the FTSE 100 Index (the "Index") (upon which the Securities are based), (ii) the figure at which the Index is said to stand at any particular time on any particular day or otherwise, or (iii) the suitability of the Index for the purpose to which it is being put in connection with the Securities. None of the Licensor Parties have provided or will provide any financial or investment advice or recommendation in relation to the Index to the Issuer or to its clients. The Index is calculated by FTSE or its agent. None of the Licensor Parties shall be (a) liable (whether in negligence or otherwise) to any person for any error in the Index or (b) under any obligation to advise any person of any error therein.
All rights in the Index vest in FTSE. "FTSE®" is a trade mark of LSEG and is used by FTSE under licence.
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in sections A – E (A.1 – E.7).
This Summary contains all the Elements required to be included in a summary for these types of Securities and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of Securities and Issuer, it is possible that no relevant information can be given regarding such Element. In this case a short description of the Element is included in the summary and marked as "Not applicable".
| Section A – Introduction and Warnings | |||||
|---|---|---|---|---|---|
| A.1 | Introduction and Warnings: |
by the investor. | This Summary should be read as an introduction to the Base Prospectus. Any decision to invest in Securities should be based on consideration of the Base Prospectus as a whole |
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| proceedings are initiated. | Where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the relevant Member State, have to bear the costs of translating the Base Prospectus before the legal |
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| investors when considering whether to invest in the Securities. | Civil liability only attaches to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key information in order to aid |
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| A.2 | Consent(s) | Where the Securities are to be the subject of an offer to the public requiring the prior publication of a prospectus under the Prospectus Directive (a "Non-exempt Offer"), the Issuer consents to the use of the Base Prospectus by the financial intermediary/ ies ("Authorised Offeror(s)"), during the offer period and subject to the conditions, as provided as follows: |
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| (a) | Name and address of Authorised Offeror(s): |
Meteor Asset Management Limited 55 King William Street, London, EC4R 9AD. United Kingdom (the "Distributor") |
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| (b) | Offer period for which use of the Base Prospectus is authorised by the Authorised Offeror(s): |
An offer of the Securities will be made in the United Kingdom during the period from, and including, 14 December 2015 to, and including, 29 January 2016 |
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| (c) | Conditions to the use of the Base Prospectus by the Authorised Offeror(s): |
The Base Prospectus may only be used by the Authorised Offeror(s) to make offerings of the Securities in the jurisdiction(s) in which the Non-exempt Offer is to take place. |
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| information provided by that Authorised Offeror. | If you intend to purchase Securities from an Authorised Offeror, you will do so, and such offer and sale will be made, in accordance with any terms and other arrangements in place between such Authorised Offeror and you, including as to price and settlement arrangements. The Issuer will not be a party to any such arrangements and, accordingly, the Base Prospectus does not contain any information relating to such arrangements. The terms and conditions of such offer should be provided to you by that Authorised Offeror at the time the offer is made. Neither the Issuer nor any dealer has any responsibility or liability for such |
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| Section B - Issuer |
| B.1 | Legal and commercial name of the Issuer: |
Credit Suisse AG, acting through its London Branch (the "Issuer"). | ||||
|---|---|---|---|---|---|---|
| B.2 | Domicile and legal form of the Issuer, legislation under which the Issuer operates and country of incorporation of Issuer: |
The Issuer is a Swiss bank and joint stock corporation established under Swiss law on 5 July 1856 and operates under Swiss law. Its registered head office is located at Paradeplatz 8, CH-8001, Switzerland. |
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| B.4b | Known trends with respect to the Issuer and the industries in which it operates: |
Not applicable - there are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the prospects of the Issuer for its current financial year. |
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| B.5 | Description of group and Issuer's position within the group: |
The Issuer is a wholly owned subsidiary of Credit Suisse Group AG. The Issuer has a number of subsidiaries in various jurisdictions. |
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| B.9 | Profit forecast or estimate: |
Not applicable; no profit forecasts or estimates have been made by the Issuer. | ||||
| B.10 | Qualifications in audit report on historical financial information: |
Not applicable; there were no qualifications in the audit report on historical financial information. |
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| B.12 | Selected key | In CHF million | Year ended 31 December | |||
| financial information; | 2014 | 2013 | ||||
| no material adverse | Selected income statement data | |||||
| change and | Net Revenue | 25,589 | 25,314 | |||
| description of | Total operating expenses | 22,503 | 21,567 | |||
| significant change in | Net income | 1,764 | 2,629 | |||
| financial position of | Selected balance sheet data | |||||
| the Issuer: | Total assets | 904,849 | 854,429 | |||
| Total liabilities | 860,208 | 810,797 | ||||
| Total equity | 44,641 | 43,632 | ||||
| In CHF million | Nine months ended 30 September | |||||
| (unaudited) | ||||||
| 2015 | 2014 | |||||
| Selected income statement data | ||||||
| Net Revenue | 19,098 | 19,386 | ||||
| Total operating expenses | 15,410 | 17,119 | ||||
| Net income | 2,475 | 1,184 | ||||
| Nine months ended 30 September 2015 (unaudited) |
Year ended 31 December 2014 |
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| Selected balance sheet data | ||||||
| Total assets | 841,376 | 904,849 | ||||
| Total liabilities | 796,651 | 860,208 | ||||
| Total equity | 44,725 | 44,641 | ||||
| There has been no material adverse change in the prospects of the Issuer and its consolidated subsidiaries since 31 December 2014. Not applicable; there has been no significant change in the financial position of the Issuer and its consolidated subsidiaries since 30 September 2015. |
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| B.13 | Recent events particular to the |
Not applicable; there are no recent events particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency. |
| Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency: |
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|---|---|---|
| B.14 | Issuer's position in its corporate group and dependency on other entities within the corporate group: |
See Element B.5 above. Not applicable; the Issuer is not dependent upon other members of its group. |
| B.15 | Issuer's principal activities: |
The Issuer's principal activities are the provision of financial services in the areas of investment banking, private banking and asset management. |
| B. 16 | Ownership and control of the Issuer: |
CS is a wholly owned subsidiary of Credit Suisse Group AG. |
| Section C – Securities | ||
| C.1 | Type and class of securities being offered and security |
The securities are notes (the "Securities" or the "Preference Share-Linked Securities") linked to the Preference Shares. |
| identification number(s): |
The Securities of a Series will be uniquely identified by ISIN: XS1280035178; Common Code: 128003517. |
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| C.2 | Currency: | The currency of the Securities will be Pound Sterling ("GBP") (the "Settlement Currency"). |
| C.5 | Description of restrictions on free transferability of the Securities: |
The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act and applicable state securities laws. No offers, sales or deliveries of the Securities, or distribution of any offering material relating to the Securities, may be made in or from any jurisdiction except in circumstances that will |
| result in compliance with any applicable laws and regulations. Subject to the above, the Securities will be freely transferable. |
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| C.8 | Description of rights attached to the securities, ranking of the securities and limitations to rights: |
Rights: The Securities will give each holder of Securities (a "Securityholder") the right to receive a potential return on the Securities (see Element C.18 below). The Securities will also give each Securityholder the right to vote on certain amendments. Ranking: The Securities are unsubordinated and unsecured obligations of the Issuer and will rank equally among themselves and with all other unsubordinated and unsecured obligations of the Issuer from time to time outstanding. Limitation to Rights: • The Issuer may redeem the Securities early for illegality reasons or following an event of default, and will redeem the Securities early if the Issuer receives notice from the Preference Share Issuer that the Preference Shares are to be redeemed prior to the specified Maturity Date. The Securities may also be redeemed before the specified Maturity Date if there is an "Extraordinary Event" (such as a merger, tender offer, nationalisation or insolvency event relating to the Preference Share Issuer) or "Additional Disruption Event" (such as a change in law, or hedging disruption relating to the Issuer or an insolvency filing in respect of the Preference Share Issuer). In such cases, the amount payable on such early redemption will |
| be equal to, in respect of each Security, an amount in the Settlement Currency calculated by the Calculation Agent on the same basis as the Redemption Amount as set out in Element C.18 below except that, for this purpose, "Share Final" shall mean the Preference Share Value on the relevant date on which the Securities are scheduled to be redeemed (or such earlier date only to the extent necessary to allow the calculation of the Preference Share Value prior to the redemption of the Securities). |
| • The terms and conditions of the Securities contain provisions for convening meetings of Securityholders to consider any matter affecting their interests, and any resolution passed by the relevant majority at a meeting will be binding on all Securityholders, whether or not they attended such meeting or voted for or against the relevant resolution. In certain circumstances, the Issuer may modify the terms and conditions of the Securities without the consent of Securityholders. • The Securities are subject to the following events of default: if the Issuer fails to pay any amount due in respect of the Securities within 30 days of the due date, or if any events relating to the insolvency or winding up of the Issuer occur. • The Issuer may at any time, without the consent of the Securityholders, substitute for itself as Issuer under the Securities any company with which it consolidates, into which it merges or to which it sells all or substantially all of its property. |
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| Governing Law: The Securities are governed by English law. | ||
| C.11 | Admission to trading: |
Application will be made to admit the Securities to trading on the Regulated Market of Luxembourg Stock Exchange. |
| C.15 | Effect of the underlying instrument(s) on value of investment: |
The value of the Securities and the Redemption Amount payable in respect of the Securities being redeemed on the Maturity Date will depend on the performance of the Preference Shares which in turn depends on the performance of the Preference Share Underlying(s) to which the Preference Shares give investment exposure. |
| See Elements C.18 and C.20 below for details on the Preference Shares and the Preference Share Underlying(s) and how the value of the Securities is affected by the value of the Preference Shares, which is in turn affected by the value of the Preference Share Underlying(s). |
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| C.16 | Maturity Date: | The Maturity Date of the Securities is the Valuation Date. |
| C.17 | Settlement Procedure: |
The Securities will be delivered by the Issuer against payment of the issue price. Settlement procedures will depend on the clearing system for the Securities and local practices in the jurisdiction of the investor. |
| The Securities are cleared through Euroclear Bank S.A./N.V. / Clearstream Banking, société anonyme. |
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| C.18 | Return on Derivative | The return on the Securities will derive from: |
| Securities: | • the potential payment of an Unscheduled Termination Amount following early redemption of the Securities as a result of an event of default or for illegality reasons or if the Issuer receives notice from the Preference Share Issuer that the relevant Preference Shares are to be redeemed prior to the specified Maturity Date or if there is an "Extraordinary Event" (such as a merger, tender offer, nationalisation or insolvency event relating to the Preference Share Issuer) or "Additional Disruption Event" (such as a change in law, or hedging disruption relating to the Issuer or an insolvency filing in respect of the Preference Share Issuer); and • unless the Securities have been previously redeemed or purchased and cancelled, |
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| the payment of the Redemption Amount on the Maturity Date of the Securities. | ||
| INTEREST AMOUNT(S) | ||
| The Securities shall not bear interest. | ||
| UNSCHEDULED TERMINATION AMOUNT | ||
| Unless the Securities have been previously redeemed or purchased and cancelled: | ||
| 1. if an event of default has occurred and is continuing, then a Securityholder may by notice declare its Security or Securities immediately due and payable, whereupon such Security |
or Securities shall become redeemable at its or their Unscheduled Termination Amount unless prior to receipt of such notice all events of default have been cured; and
the Issuer will redeem the Securities at the Unscheduled Termination Amount if the Issuer receives notice from the Preference Share Issuer that the relevant Preference Shares are to be redeemed prior to the specified Maturity Date; and
the Issuer may redeem the Securities at the Unscheduled Termination Amount for illegality reasons or if there is an Extraordinary Event (such as a merger, tender offer, nationalisation or insolvency event relating to the Preference Share Issuer) or Additional Disruption Event (such as a change in law or hedging disruption relating to the Issuer or an insolvency filing in respect of the Preference Share Issuer).
• Unscheduled Termination Amount: in respect of each Security, an amount in the Settlement Currency calculated by the Calculation Agent on the same basis as the Redemption Amount as set out below except that, for this purpose, "Share Final" shall mean the Preference Share Value on the Early Redemption Valuation Date.
• Early Redemption Valuation Date: the date on which the Securities are scheduled to be redeemed (or such earlier date only to the extent necessary to allow the calculation of the Preference Share Value prior to the redemption of the Securities).
Unless the Securities have been previously redeemed or purchased and cancelled, the Issuer shall redeem the Securities on the Maturity Date at the Redemption Amount.
Where:
| any Preference Share Trigger Barrier Observation Date(s), the date on which the auto-call feature is triggered, provided that if any date used for the valuation or any determination of the Preference Share Underlying(s) (or any part thereof) for the purposes of the Preference Shares which falls on or around such day is delayed or to be delayed in accordance with the terms and conditions of the Preference Shares by reason of a non-scheduled trading day, an adjustment or a disrupted day, the Preference Share Valuation Date shall be the latest delayed date on which any valuation or determination is made. |
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|---|---|---|
| • Preference Share Trigger Barrier Observation Date(s): |
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| 29 January 2018 | ||
| 29 January 2019 | ||
| 29 January 2020 | ||
| 29 January 2021 | ||
| • Redemption Amount: in respect of each Security of the Specified Denomination, an amount in the Settlement Currency determined by the Calculation Agent in accordance with the following formula, rounded up to the nearest fourth decimal place: |
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| • Specified Denomination: GBP 1.00. |
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| • Share Final: the Preference Share Value on the Valuation Date. |
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| • Share Initial: the Preference Share Value on the Initial Valuation Date. |
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| • TARGET Business Day: means a day on which the TARGET2 System or any successor thereto is operating, where "TARGET2 System" means the Trans European Automated Real-Time Gross Settlement Express Transfer (TARGET2) System. |
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| • Valuation Date: 5 Currency Business Days following the Preference Share Valuation Date. |
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| • Valuation Time: 5.00 pm (London time). |
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| C.19 | Final reference price of underlying: |
The Share Final is the Preference Share Value on the Valuation Date. |
| C.20 | Type of underlying: | Amounts payable at maturity in respect of the Securities will be calculated by reference to the performance of a single Preference Share in the Preference Share Company issued in respect of the protected Cell of the Preference Share Company (the "Preference Share Issuer"). |
| A copy of the Preference Share Issuer's constitutional documents and the applicable terms and conditions of the class of Preference Shares (the "Preference Share Terms and Conditions") are available to investors in the Securities on written request (free of charge) from the registered office of the Preference Share Issuer at 13 Castle Street, St. Helier, Jersey JE4 5UT, Channel Islands and from the Distributor(s) of the Securities. The Preference Share Terms and Conditions will also be available on the following website: https://opus.credit-suisse.com/File.ashx?Class PX Terms and Conditions.pdf. |
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| The performance of each Preference Share is in turn linked to the performance of one or more underlying asset(s) which may include, but will not be limited to, equity, debt or derivative securities, indices, investments, funds, exchange traded funds, commodities, baskets of securities or indices, currencies, portfolios and trading strategies and which |
| may change over time as a result of performance, the exercise of investment management discretion or other factors (each a "Preference Share Underlying"). The Preference Share Terms and Conditions will provide that the Preference Shares will be redeemable on their final redemption date at a defined amount as determined in accordance with the Preference Share Terms and Conditions. The value of the Preference Shares is scheduled to be published by the Issuer on each Currency Business Day on the Information Source. The Preference Share Terms and Conditions are expected to provide that the Preference Share Issuer may redeem the Preference Shares early if: (a) the Preference Share Calculation Agent determines that, for reasons beyond the Preference Share Issuer's control, the performance of the Preference Share Issuer's obligations under the Preference Shares has become illegal or impractical in whole or in part for any reason; (b) the Preference Share Calculation Agent determines that certain events which affect the Preference Share Issuer's hedging arrangements and/or the Preference Share Underlying(s) have occurred, and no adjustment to the terms and conditions of the Preference Shares will achieve a commercially reasonable result; or (c) the Preference Share Calculation Agent determines that there is a change in applicable law or regulation that in the determination of the Preference Share Calculation Agent results, or will result, by reason of the Preference Shares being outstanding, in the Preference Share Issuer being required to be regulated by any additional regulatory authority, or being subject to any additional legal requirement or regulation or tax considered by the Preference Share Issuer to be materially onerous to it. Where: • Bloomberg Code: CSSN. • Cell: Cell Series 1000 PC. • Information Source: Bloomberg Code CSSN. • Preference Share Company: Andrea Investments (Jersey) PCC, which was established under the name Andrea IV Investments (Jersey) Limited as a closed ended investment company, incorporated with limited liability in Jersey under the Companies (Jersey) Law 1991 on 30 October 2001 (with registered number 81180) and which was converted on 16 November 2007 into a protected cell company and had its name changed to Andrea Investments (Jersey) PCC. The Preference Share Company is established under the laws of Jersey and has its registered office at 13 Castle Street, St. Helier, Jersey JE4 5UT, Channel Islands. Preference Shares: Series 1000 Class PX Equity Index-linked Preference Shares issued by the Preference Share Issuer in respect of the Cell. |
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| Section D – Risks | ||
| D.2 | Key risks that are specific to the Issuer: |
The Securities are general unsecured obligations of the Issuer. Investors in the Securities are exposed to the risk that the Issuer could become insolvent and fail to make the payments owing by it under the Securities. The profitability of the Issuer will be affected by, among other things, changes in global economic conditions, inflation, interest/exchange rates, capital risk, liquidity risk, market risk, credit risk, risks from estimates and valuations, risks relating to off-balance sheet entities, cross-border and foreign exchange risks, operational risks, legal and regulatory risks and competition risks. The Issuer is exposed to a variety of risks that could adversely affect its operations and/ or financial condition: • Liquidity risk: The Issuer's liquidity could be impaired if it were unable to access the capital markets or sell its assets, and the Issuer expects its liquidity costs to increase. If the Issuer is unable to raise funds or sell its assets, or has to sell its assets at depressed prices, this may adversely affect its financial condition. The Issuer's businesses rely significantly on its deposit base for funding; however, |
if deposits cease to be a stable source of funding, the Issuer's liquidity position may be adversely affected and it may be unable to meet its liabilities or fund new investments. Changes to the Issuer's credit ratings may also adversely affect the Issuer's business.
| Regulatory changes may adversely affect the Issuer's business and ability to execute its strategic plans. The Issuer (and the financial services industry) continue to be affected by significant uncertainty over the scope and content of regulatory reform. Under Swiss banking laws, FINMA has broad powers in the case of resolution proceedings with respect to a Swiss bank such as the Issuer, and such proceedings may adversely affect the Issuer's shareholders and creditors. Changes in monetary policies adopted by relevant regulatory authorities and central banks may directly impact the Issuer's costs of funding, capital raising and investment activities, and may impact the value of financial instruments held by the Issuer and the competitive and operating environment for the financial services industry. Legal restrictions on the Issuer's clients may also adversely affect the Issuer by reducing the demand for the Issuer's services. |
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| • | Competition risks: The Issuer faces intense competition in all financial services markets and for the products and services it offers. The Issuer's competitive position could be harmed if its reputation is damaged due to any failure (or perceived failure) in its procedures and controls to address conflicts of interest, prevent employee misconduct, etc. The continued public focus on compensation in the financial services industry and related regulatory changes may adversely impact the Issuer's ability to attract and retain highly skilled employees. The Issuer also faces competition from new trading technologies which may adversely affect its revenues and businesses. |
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| • | Risks relating to strategy: The Issuer may not achieve all of the expected benefits of its strategic initiatives. The Issuer has announced a program to change its legal entity structure; however, this is subject to uncertainty regarding feasibility, scope and timing. Legal and regulatory changes may require the Issuer to make further changes to its legal structure, and such changes may potentially increase operational, capital, funding and tax costs, as well as the Issuer's counterparties' credit risk. |
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| D.6 | Key risks that are | Investors may lose some or all of their investment in the Securities. | |
| specific to the Securities and |
The Securities are subject to the following key risks: | ||
| risk warning that | • | A secondary market for the Securities may not develop and, if it does, it may | |
| investors may lose | not provide the investors with liquidity and may not continue for the life of the | ||
| value of entire | Securities. Illiquidity may have an adverse effect on the market value of the | ||
| investment or part of it: |
Securities. Investors must be prepared to hold the Securities until their redemption. The Issuer may, but is not obliged to, provide a secondary market for the Securities and any such market making may be discontinued at any time without notice. The price (if any) in the secondary market for a Security may be less than its issue price or its offer price even though the value of the Preference Shares may not have changed since the issue date and may reflect a commission or a dealer discount, which would further reduce the proceeds you would receive for your Securities. |
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| • | The market value of the Securities will be affected by many factors beyond the control of the Issuer (including, but not limited to, the creditworthiness of the Issuer, the interest rates and yield rates in the market, the volatility of the Preference Shares and the Preference Share Underlying(s), etc.). Some or all of these factors will influence the value of the Securities in the market. |
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| • | Investors should be aware that the Securities are capital at risk investments and that they are exposed to the performance of the Preference Shares which are in turn exposed to the performance of the Preference Share Underlying(s). If the performance of the Preference Shares is zero or negative then investors in the Securities may lose some or all of their investment. |
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| • | Investors in the Securities should conduct such independent investigation and analysis regarding the Preference Shares, the Preference Share Terms and Conditions, the Preference Share Underlying(s) and the Preference Share Issuer as they deem appropriate to evaluate the merits and risks of an investment in the Securities and should consult with their own professional advisers if they consider it necessary. |
• A Security does not represent a claim against the relevant Preference Share Issuer and, in the event of any loss, a Securityholder will not have recourse to the Preference Share Issuer.
• The value or level of the Preference Share Underlying(s) (and, if applicable, of any constituent of the Preference Share Underlying(s)) and therefore the value of the Preference Shares may go down as well as up. Such fluctuations will affect the value of and return on the Securities. The value or level of the Preference Share Underlying(s) at any specific date may not reflect the prior or future performance of the Preference Share Underlying(s) or the Preference Shares. There can be no assurance as to the future performance of the Preference Share Underlying(s) or the Preference Shares. Accordingly, before investing in the Securities, investors should carefully consider whether an investment linked to the Preference Shares which are in turn linked to the Preference Share Underlying(s) is suitable for them.
• A Preference Share Underlying is subject to its own unique nature, characteristics and risks in relation to its application as a reference asset to which the amount payable on the Preference Shares and in turn the Securities is dependent. Before purchasing Securities, investors should ensure that they understand such nature, characteristics and risks, and how the value of the Securities could be affected by such Preference Share Underlying.
• A Preference Share and its exposure to the Preference Share Underlying(s) may involve complex risks, which include, among other things, share price risks, credit risks, commodity risks, foreign exchange risks, interest rate risks, political risks, tax risks, inflation risks and/or issuer risks. If the Preference Shares are linked to a Preference Share Underlying which involves emerging market countries there may be additional risks, including event, market, liquidity, regulatory, settlement and holder risks and investors should note that the risk of occurrence and the severity of the consequences of such matters may be greater than they would otherwise be in relation to more developed countries.
• If the Preference Shares provide that any amount payable is subject to a cap, a holder of Preference Share-Linked Securities ability to participate in any change in the value of the Preference Share Underlying(s) over the term of the Preference Share-Linked Securities will be limited notwithstanding any positive performance of the Preference Share Underlying(s) above such cap. Accordingly, the return on the Preference Share-Linked Securities may be significantly less than if an investor had purchased the Preference Share Underlying(s) directly.
• The market value of the Securities and the amount payable at maturity depend on the performance of the Preference Shares which in turn depend on the performance of the relevant Preference Share Underlying(s). The performance of the Preference Share Underlying(s) may be subject to sudden and large unpredictable changes over time (known as "volatility"), which may be affected by national or international, financial, political, military or economic events or by the activities of participants in the relevant markets. Any of these events or activities could adversely affect the value of and return on the Securities.
• The Redemption Amount payable at the maturity of the Securities is dependent upon the change in the value of the Preference Shares to which the Securities are exposed during their investment term. The value of the Preference Shares may fluctuate up or down depending on (a) the performance of the Preference Share Underlying as set out in the Preference Share Terms and Conditions and (b) the financial condition and standing of the Preference Share Issuer. If, as a result of the performance of the Preference Share Underlying(s), the performance of the Preference Shares is negative the value of the Securities will be adversely affected. Purchasers of Securities risk losing some or all of their investment if the value of the Preference Shares declines over the investment term of such Securities.
• The Securities are linked to the performance of the Preference Shares issued by the Preference Share Issuer. Investors bear the Preference Share Issuer risk. The value of the Securities is dependent on the value of the Preference Share, which is dependent on the creditworthiness of the Preference Share Issuer, which may vary over the term of the Securities. The Preference Share Issuer is not an operating
company. Its sole business activity is the issue of redeemable preference shares. The Preference Share Issuer does not have any trading assets and does not generate any significant net income. As its funds are limited, any misappropriation of funds or other fraudulent action by the Preference Share Issuer or a person acting on its behalf would have a significant effect on the value of the Preference Shares which would affect the value of and return on the Securities.
• The levels and basis of taxation on the Securities and any reliefs from such taxation will depend on an investor's individual circumstances and could change at any time. The tax and regulatory characterisation of the Securities may change over the life of the Securities. This could have adverse consequences for investors. Potential Securityholders will therefore need to consult their tax advisers to determine the specific tax consequences of the purchase, ownership, transfer and redemption or enforcement of the Securities.
• In certain circumstances (for example, if the Issuer determines that its obligations under the Securities have become unlawful or illegal, upon certain events having occurred in relation to the Preference Shares or the Preference Share Issuer or following an event of default) the Securities may be redeemed prior to their scheduled maturity. In such circumstances, the Unscheduled Termination Amount payable may be less than the original purchase price and could be as low as zero.
• Following early redemption of Securities, investors may not be able to reinvest the redemption proceeds at a comparable return and/or at an effective interest rate as high as the interest rate or yield on the Securities being redeemed and may only be able to do so at a significantly lower rate. Investors in Securities should consider such reinvestment risk in light of other investments available at that time.
• An investment in the Securities is not the same as an investment in the Preference Shares, the relevant Preference Share Underlying(s), or any securities or other constituent constituted in the relevant Preference Share Underlying(s). Investors will have no rights of ownership, including, without limitation, any voting rights, any rights to receive dividends or other distributions or any other rights with respect to the Preference Shares or the Preference Share Underlying(s) (or any constituent of the Preference Share Underlying(s)).
• Investors may be exposed to currency risks affecting the performance of the Preference Share Underlying(s). Investors will also be exposed to currency risks if the Securities are denominated in currencies other than the currency of the country in which the investor is resident.
• The performance of an index is dependent upon macroeconomic factors which may adversely affect the value of and return on the Preference Shares and, in turn, the Preference Share-Linked Securities. An investment in the Preference Shares is not the same as a direct investment in futures or option contracts on such index nor any or all of the constituents included in each index and the Securityholders and the holders of Preference Shares will not have the benefit of any dividends paid by the components of such index, unless the index rules provide otherwise. A change in the composition or discontinuance of an index could adversely affect the value of and return on the Preference Shares and, in turn, the Preference Share-Linked Securities.
• The Issuer may modify the terms and conditions of the Securities without the consent of Securityholders for the purposes of (a) curing any ambiguity or correcting or supplementing any provision if the Issuer determines it to be necessary or desirable, provided that such modification is not prejudicial to the interests of Securityholders, or (b) correcting a manifest error.
• The Preference Share Issuer may adjust the terms and conditions of the Preference Shares following certain events affecting the Preference Share Issuer's hedging arrangements and/or the Preference Share Underlying(s) or, if it determines that any such adjustment would not achieve a commercially reasonable result, it may redeem the Preference Shares at their fair market value less any costs associated with the early redemption of the Preference Shares including, if specified to be applicable in the terms and conditions of the Preference Shares, the costs of unwinding any hedging arrangements relating to the Preference Shares or the Securities. Additionally, the Preference Shares may be redeemed early due to
| an early redemption event. The Securities will be subject to early redemption at the Unscheduled Termination Amount if the Preference Shares are redeemed early, which may be less (and, in certain circumstances, significantly less) than investors' initial investment in the Securities. |
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| • In making discretionary determinations under the terms and conditions of the Securities, the Issuer and the Calculation Agent may take into account the impact on the relevant hedging arrangements. Such determinations could have a material adverse effect on the value of and return on the Securities and could result in their early redemption. |
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| • The Issuer may be substituted without the consent of Securityholders in favour of any affiliate of the Issuer or another company with which it consolidates or into which it merges or to which it sells or transfers all or substantially all of its property. |
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| • The Issuer, the Calculation Agent, Credit Suisse International in its capacity as the calculation agent and/or determination agent in respect of the Preference Shares (the "Preference Share Calculation Agent"), the dealer(s) and their affiliates (and any of their employees) (together, the "Relevant Parties") are subject to a number of potential conflicts of interest, including: (a) in making certain calculations and determinations, there may be a difference of interest between the investors and the Relevant Parties or any of them, (b) in the ordinary course of its business the Issuer (or an affiliate) or another Relevant Party may effect transactions for its own account and may enter into hedging transactions with respect to the Securities or the related derivatives (including in respect of the Preference Share Underlying), which may affect the market price, liquidity or value of the Securities, and (c) the Issuer (or an affiliate) or another Relevant Party may have confidential information in relation to the Securities, the Preference Shares or the Preference Share Underlying or any derivative instruments referencing them which may be material to an investor, but which the Issuer or such other Relevant Party is under no obligation (and may be subject to legal prohibition) to disclose. |
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| • The issue price or the offer price of the Securities may be more than the market value of such Securities as at the issue date, and more than the price at which the Securities can be sold in secondary market transactions. The issue price or the offer price of the Securities may take into account, where permitted by law, fees, commissions or other amounts relating to the issue, distribution and sale of the Securities, or the provision of introductory services, expenses incurred by the Issuer in creating, documenting and marketing the Securities and amounts relating to the hedging of its obligations under the Securities. |
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| • Investors should note that the Issuer will not be obliged to maintain the listing of the Preference Share-Linked Securities in certain circumstances, such as a change in listing requirements. |
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| • If there is a disruption event that affects the ability to value the Preference Share Underlying on any day that a valuation is required for the purposes of the relevant Preference Shares, the fallback provisions in the terms and conditions of the relevant Preference Shares will apply. Such fallbacks may include postponement of the relevant valuation or determination by Credit Suisse International in its capacity as the calculation agent and/or the determination agent in respect of the Preference Shares, each of which may have an adverse effect on the value of and return on the relevant Preference Shares and, in turn, the Securities linked to such Preference Shares. |
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| Section E – Other | ||
| E.2b | Reasons for the offer and use of proceeds: |
Not applicable; the net proceeds from the issue of the Securities will be used by the Issuer to hedge its obligations under the Securities and for general corporate purposes. |
| E.3 | Terms and conditions of the offer: |
An offer of the Securities will be made in the United Kingdom during the period from, and including, 14 December 2015 to, and including, 29 January 2016 (the "Offer Period"). The Offer Period may be discontinued at any time. The offer price will be equal to the issue price. |
| The Securities are offered subject to the following conditions: |
| The offer of the Securities is conditional on their issue. The Issuer reserves the right to withdraw the offer and/or to cancel the issue of the Securities for any reason at any time on or prior to the issue date. |
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| Payments for the Securities shall be made to the relevant Distributor in accordance with the arrangements existing between the relevant Distributor and its customers relating to the subscription of securities generally. |
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| E.4 | Interests material to the issue/offer: |
Fees shall be payable to the Distributor(s). The Issuer and other Relevant Parties are subject to potential conflicts of interest between their own interests and those of holders of Securities, as described in Element D.6 above. |
| E.7 | Estimated expenses charged to the investor by the Issuer/offeror: |
The Securities will be sold by the dealer to the Distributor(s) at a discount of up to 2% of the issue price. Such discount represents the fee retained by the Distributor(s) out of the issue price paid by investors. The issue price and the terms of the Securities take into account such fee and may be more than the market value of the Securities on the issue date. |
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