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HSBC Bank Malta Plc — Capital/Financing Update 2013
Aug 1, 2013
2049_rns_2013-08-01_9b6fe3d2-90d2-4e80-b4f5-8037743a2bde.pdf
Capital/Financing Update
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FINAL TERMS FOR THE WARRANTS
Warrants issued pursuant to these Final Terms are securities to be listed under Listing Rule 19.
Final Terms dated 2 August 2013 Series No.: AWP1079 Tranche No.: 1
HSBC Bank plc
Warrant and Certificate Programme (the "Programme")
Issue of 400,000 Warrants linked to the ordinary shares of Largan Precision Company Limited
PART A - CONTRACTUAL TERMS
This document constitutes the Final Terms relating to the issue of the Tranche of Warrants described herein. Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions of the Warrants (the "Conditions") set forth in the Base Prospectus dated 31 May 2013 in relation to the above Programme together with each supplemental prospectus relating to the Programme published by the Issuer after 31 May 2013 but before the issue date or listing date of the Warrants to which the Final Terms relate, whichever is later, which together constitute a base prospectus ("Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive").This document constitutes the Final Terms of the Warrants described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus. However, a summary of the issue of the Warrants is annexed to these Final Terms.
Full information on the Issuer and the offer of the Warrants is only available on the basis of the combination of these Final Terms and the Prospectus. The Prospectus is available for viewing at HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom and www.hsbc.com (please follow links to 'Investor relations', 'Fixed income securities', 'Issuance programmes') and copies may be obtained from HSBC Bank plc, 8 Canada Square, London E14 5HQ, United Kingdom.
| 1. | Issuer: | HSBC Bank plc | |
|---|---|---|---|
| 2. | (i) | Series number: | AWP1079 |
| (ii) | Tranche number: | 1 | |
| (If fungible with an existing Series, details of that Series, including the date on which the Warrants become fungible.) |
|||
| (iii) | Whether issue is of Warrants or Certificates: |
Warrants | |
| 3. | Reference Currency or Currencies: | ||
| (i) | Reference Currency: | The definition in the Conditions applies | |
| (ii) | Reference Jurisdiction: | The definition in the Conditions applies | |
| (iii) | offshore RMB Centre: | Not applicable | |
| 4. | Aggregate Number of Warrants in the: | ||
| (i) | Series: | 400,000 Warrants |
| (ii) | Tranche: | 400,000 Warrants | |
|---|---|---|---|
| 5. | Issue Date: | 2 August 2013 | |
| 6. | Issue Price: | USD33.5005 per Warrant | |
| 7. | Date of Board approval for the issuance of Warrants obtained: |
Not Applicable | |
| 8. | Type of Warrants: | Security Warrant | |
| 9. | Series represented by: | Combined Global Registered Warrant | |
| Warrants in definitive form will not be issued. | |||
| 10. | Form of Warrants: | Registered Warrants | |
| 11. | Style of Warrants: | The Warrants are American Style Call Warrants. Condition 3(a) ("American Style" Exercise) is applicable. |
|
| 12. | (i) | Expiry Date: | 26 July 2023 (or if not an Scheduled Trading Day, the immediately following Scheduled Trading Day) |
| (ii) | Automatic Exercise: | Applicable | |
| (iii) | Exercise Period: | The period beginning from (and including) 2 August 2013 and ending on (and including) the Expiry Date. |
|
| (iv) | Potential Exercise Date(s): | Not Applicable | |
| 13. | (i) | Minimum Exercise Number: | 1 Warrant |
| (ii) | Permitted Multiple: | 1 Warrant | |
| 14. | Cash Settlement: | ||
| (i) | Settlement Currency: | USD | |
| (ii) | Cash Settlement Payment Date: | the fifth Business Day following the last date on which an unwind of any applicable Underlying Hedge Transaction (as defined in the applicable part of Condition 5) relating to the Warrants has been achieved or which the Calculation Agent determines would have been achievable by the Issuer and/or its designated Affiliates |
|
| (iii) | Payment of U.S. Dollar Equivalent: | Not Applicable | |
| 15. | Index-Linked Warrants: | Not Applicable. | |
| (i) | Index/Indices: | Not Applicable | |
| (ii) | Basket: | Not Applicable |
| (iii) | Index Sponsor(s): | Not Applicable | |
|---|---|---|---|
| (iv) | Exchange(s): | Not Applicable | |
| (v) | Exchange-traded Contract[s]: | Not Applicable | |
| (vi) | Valuation Time: | Not Applicable | |
| (vii) | Averaging Dates: | Not Applicable | |
| (viii) | Final Index Level: | Not Applicable | |
| (viii) | Additional Disruption Event: | Not Applicable | |
| (ix) Averaging Date Market Disruption: | Not Applicable | ||
| 16. | Equity-Linked Warrants: | Applicable. The Warrants are Security Warrants. | |
| (i) | Securities: | Ordinary shares of Largan Precision Company Limited (the "Underlying Company and "Security" means any one of them. (ISIN: TW0003008009) |
|
| (ii) | Basket: | Not Applicable | |
| (iii) | Exchange(s): | Taiwan Stock Exchange Corporation | |
| (iv) | Valuation Time: | The definition in the Conditions applies | |
| (v) | Additional Disruption Event: | The following Additional Disruption Events apply: |
|
| Change in Law Hedging Disruption Increased Cost of Hedging Insolvency Filing Currency Event |
|||
| 17. | Additional Payments: | Condition 18(a) (Additional Payments) applies | |
| (i) | Additional Payment Date: | such date no earlier than the third Business Day following each Distribution Receipt Date |
|
| (ii) | Additional Payment Period: | the period from (but excluding) the Trade Date to (and including) the first Valuation Date in respect of an Exercise Date or the Expiry Date (as the case may be) |
|
| 18. | Trade Date: | 26 July 2013 | |
| 19. | Secondary market provisions: | Not applicable |
CONFIRMED
HSBC BANK PLC
By: ........................................................................... Authorised Signatory
Date: ..........................................................................
PART B - OTHER INFORMATION
1. LISTING
(i) Listing Application has been made to admit the Warrants to listing on the Official List of the Financial Conduct Authority pursuant to Listing Rule 19. No assurance can be given as to whether or not, or when, such application will be granted.
(ii) Admission to trading
Application has been made for the Warrants to be admitted to trading on the regulated market of the London Stock Exchange plc with effect from the Issue Date. No assurance can be given as to whether or not, or when, such application will be granted.
2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE [ISSUE/OFFER]
Save as disclosed in the section "Potential conflicts of interest" on page 20 of the Base Prospectus and in the fourth paragraph of the section "Purchase and Sale of Warrants" on page 122 of the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Warrants has an interest material to the offer.
3. INFORMATION ABOUT THE UNDERLYING
Details of past and further performance and volatility of the Security are obtainable from the following display pages on Bloomberg and such information does not form part of this document: (Source: Bloomberg Financial Markets Information Service) 3008 TT. The Issuer confirms that the information sourced from Bloomberg Financial Markets Information Servicehas been accurately reproduced. As far as the Issuer is aware and is able to ascertain from information available from such source, no facts have been omitted which would render the reproduced information inaccurate or misleading.
OPERATIONAL INFORMATION
| 4. | ISIN Code: | GB00BCLYF651 |
|---|---|---|
| 5. | Common Code: | 095716326 |
| 6. | CUSIP: | Not Applicable |
| 7. | Valoren Number: | Not Applicable |
| 8. | SEDOL: | Not Applicable |
| 9. | Delivery: | Delivery against payment |
| 10. | Clearing System: | Euroclear and Clearstream, Luxembourg |
| 11. | Calculation Agent/ Principal Warrant Agent/ Authentication Agent: |
HSBC Bank plc |
| 12. | Transfer Agent/Registrar: | HSBC Bank USA, N.A. |
| 13. | Additional Agent(s) (if any) and its/their specified office(s): |
Not Applicable |
| 14. | Common Depositary: | HSBC Bank plc |
- Specified office of Registrar to be maintained: New York
ANNEX I
ADDITIONAL PROVISIONS RELATING TO THE UNDERLYING
INFORMATION ABOUT THE SECURITY
The information set out in this Annex relating to Largan Precision Company Limited (the "Underlying Company") (Bloomberg:3008 TT; ISIN Code: TW0003008009) provides a brief discussion of the business of the Underlying Company and the split-adjusted high, low and end-of-period closing prices for each Security for each calendar quarter in the period from 30 June 2008 to 29 June 2013 and 22 July 2013 to 26 July 2013. The Issuer confirms that the information set out in this Annex relating to Largan Precision Company Limited (the "Security") has been accurately reproduced from Bloomberg Financial Markets Information Service. As far as the Issuer is aware and is able to ascertain from information available from such source, no facts have been omitted which would render the reproduced information inaccurate or misleading.
1. Description of the Underlying Company (Source: Bloomberg Financial Markets Information Service)
The Underlying Company is incorporated in Taiwan.
The Underlying Company manufactures and markets optical lens modules and optoelectronic components. The Underlying Company offers lenses for liquid crystal display (LCD) projectors, scanners, optical mice, digital still cameras (DSCs), digital versatile discs (DVDs), light emitting diodes (LEDs), and photography mobile phones.
2. Listing
The Security is listed on Taiwan Stock Exchange Corporation.
3. Historical prices
| Date | PX_HIGH | PX_LOW | PX_LAST |
|---|---|---|---|
| (TWD) | (TWD) | (TWD) | |
| 6/30/2008 | 443.5794 | 305.6517 | 372.93 |
| 9/30/2008 | 445.0211 | 321.5686 | 321.57 |
| 12/31/2008 | 331.3725 | 163.7255 | 199.51 |
| 3/31/2009 | 290.1961 | 191.1765 | 278.43 |
| 6/30/2009 | 387.7451 | 246.5686 | 340.2 |
| 9/30/2009 | 448.0392 | 354.902 | 422 |
| 12/31/2009 | 426 | 370.5 | 421 |
| 3/31/2010 | 477.5 | 391 | 477.5 |
| 6/30/2010 | 540 | 471.5 | 516 |
| 9/30/2010 | 668 | 512 | 595 |
| 12/31/2010 | 743 | 540 | 725 |
| 3/31/2011 | 878 | 725 | 796 |
| 6/30/2011 | 988 | 816 | 920 | ||||
|---|---|---|---|---|---|---|---|
| 9/30/2011 | 1005 | 630 | 717 | ||||
| 12/31/2011 | 738 | 470 | N/A | ||||
| 3/31/2012 | 704 | 553 | N/A | ||||
| 6/30/2012 | 622 | 464 | N/A | ||||
| 9/29/2012 | 660 | 571 | N/A | ||||
| 12/31/2012 | 879 | 592 | N/A | ||||
| 3/30/2013 | 835 | 719 | N/A | ||||
| 6/29/2013 | 1035 | 688 | N/A | ||||
| 7/22/2013 | 883 | 858 | 873 | ||||
| 7/23/2013 | 906 | 856 | 875 | ||||
| 7/24/2013 | 912 | 887 | 890 | ||||
| 7/25/2013 | 935 | 902 | 935 |
The historical prices of a Security should not be taken as an indication of future performance, and no assurance can be given that the price of a Security will perform sufficiently from year to year to cause the holders of the Warrants to receive any return on their investment.
7/26/2013 1000 1000 1000
ANNEX II
SUMMARY
| Section A – Introduction and Warnings | ||
|---|---|---|
| A.1 Introduction: |
This summary must be read as an introduction to this prospectus and any decision to invest in the Warrants should be based on a consideration of this prospectus as a whole, including any information incorporated by reference. |
|
| Where a claim relating to the information contained in this prospectus is brought before a court in a Member State of the European Economic Area, the claimant may, under the national legislation of the Member States, be required to bear the costs of translating the prospectus before the legal proceedings are initiated. |
||
| Civil liability attaches only 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 this prospectus or it does not provide, when read together with the other parts of this prospectus, key information in order to aid investors when considering whether to invest in the Warrants. |
||
| A.2 | Consent: | Not Applicable. This prospectus has been prepared solely in connection with the admission of Warrants to trading on a regulated market pursuant to Article 3(3) of the Prospectus Directive and there will be no public offer of the Warrants. |
| Section B – Issuer | ||
|---|---|---|
| B.1 | Legal and commercial name of the Issuer: |
The legal name of the issuer is HSBC Bank plc (the "Issuer" or the "Bank") and, for the purposes of advertising, the Issuer uses an abbreviated version of its name, HSBC. |
| B.2 | Domicile and legal form of the Issuer: |
The Issuer is a public limited company registered in England and Wales under registration number 14259. The liability of its members is limited. The Issuer was constituted by Deed of Settlement on 15 August 1836 and in 1873, registered under the Companies Act 1862 as an unlimited company and re-registered under the Companies Acts 1948 to 1980 as a public limited company. The Issuer is subject to primary and secondary legislation relating to financial services and banking regulation in the United Kingdom, including, inter alia, the Financial Services and Markets Act 2000 as amended, for the purposes of which the Issuer is an authorised person carrying on the business of financial services provision. In addition, as a public limited company, the Issuer is subject to the UK Companies Act 2006. |
| B.4b | Trends: | The Issuer expects global growth to stay around 2.0 per cent in 2013, in line with the modest growth seen in 2012. Developed countries will continue to face weak growth on the back of structural constraints such as debt deleveraging and weak labour markets but emerging market growth is expected to accelerate over the course of the year. The Eurozone growth outlook remains very weak. There are some |
| positive signs: structural reforms mean labour markets are becoming less rigid and more competitive while the stabilisation in financial markets since the European Central Bank's commitment to do "whatever it takes" to preserve the euro has fed through into an improvement in monetary conditions and business confidence, but significant headwinds remain. Deleveraging, austerity and rising unemployment are set to continue, so growth will depend on external demand, particularly in the periphery. An upturn in the world trade cycle should provide some relief in 2013, particularly in Germany where the Issuer expects real GDP to recover gradually from the sharp contraction in the final quarter of 2012 and to grow by 0.6 per cent in 2013. Despite this, the Eurozone is expected to contract by a further 0.2 per cent in 2013 after the 0.5 per cent drop in GDP in 2012. For most of the Eurozone low growth or ongoing recession, combined with the low inflation that arises from the need to regain competitiveness, implies government debt projections in the periphery in particular will continue to be revised up. |
||
|---|---|---|
| The Issuer expects UK GDP to rise by 1.1 per cent in 2013, a pick-up in growth from a flat economy in 2012. Inflation is likely to continue to outpace wage growth, squeezing real terms incomes and limiting the ability of consumers to drive strong growth. Domestic demand will also be restrained by the ongoing fiscal consolidation while weakness in the Eurozone, the UK's main trading partner, means export growth is unlikely to provide major support to growth. |
||
| B.5 | The Group: | The whole of the issued ordinary and preference share capital of the Issuer is beneficially owned by HSBC Holdings plc ("HSBC Holdings", together with its subsidiaries, the "HSBC Group"). The Issuer is the HSBC Group's principal operating subsidiary undertaking in Europe. The HSBC Group is one of the largest banking and financial services organisations in the world. Its international network covers 81 countries and territories in six geographical regions: Europe; Hong Kong; Rest of Asia-Pacific; Middle East and North Africa; North America; and Latin America. Its total assets as at 31 December 2012 were U.S.\$2,693 billion. |
| B.9 | Profit Forecast: | Not Applicable. There are no profit forecasts or estimates made in the prospectus. |
| B.10 | Audit Report Qualifications: |
Not Applicable. There are no qualifications in the audit reports on the audited, consolidated financial statements of the Issuer and its subsidiary undertakings for the financial years ended 31 December 2011 or 2012. |
| B.12 | Key Financial Information: |
The selected financial information set out below has been extracted without material adjustment from the audited consolidated financial statements of the Issuer for the years ended 31 December 2011 and 31 December 2012. |
| Year Ended | ||
| 31 December 31 December 2011 2012 |
||
| For the period (£m) | ||
| Profit before tax | 3,111 1,004 |
| Total operating income | 16,205 | 15,407 | |||
|---|---|---|---|---|---|
| Net operating income before loan impairment charges and other credit risk provisions |
|||||
| 12,488 | |||||
| Profit attributable to shareholders of the parent company | 2,329 | 2,384 | |||
| At period end (£m) | |||||
| Total equity attributable to shareholders of the parent company | 31,090 | 31,675 | |||
| Risk weighted assets | 227,679 | 193,402 | |||
| Loans | and advances to allowances) |
customers (net of impairment |
288,014 | 282,685 | |
| Customer accounts | 346,129 | 324,886 | |||
| Ratio of customer advances to customer accounts | 83.2 | 87.0 | |||
| Capital ratios* | |||||
| Core Tier 1 ratio | 9.1 | 11.4 | |||
| Tier 1 ratio | 10.0 | 12.4 | |||
| Total capital ratio | 14.4 | 17.3 | |||
| Performance and efficiency ratios (annualised %) | |||||
| company | Return on average shareholders' funds (equity) of the parent | 7.4 | 3.5 | ||
| Cost efficiency ratio | 66.2 | 82.0 | |||
| There has been no material adverse change in the prospects of the Issuer since 31 December 2012. |
|||||
| There has been no significant change in the financial or trading position of the Issuer since 31 December 2012. |
|||||
| B.13 | Recent Events: | Not Applicable. There have been no recent events particular to the Issuer which are to a material extent relevant to the evaluation of its solvency. |
|||
| B.14 | Dependence upon |
The Issuer is a wholly owned subsidiary of HSBC Holdings. | |||
| other entities within the Group: |
The Issuer and its subsidiaries form a UK-based group (the "Group"). The Issuer conducts part of its business through its subsidiaries and is accordingly dependent upon those members of the Group. |
| B.15 | The Issuer's Principal Activities: |
The Group provides a comprehensive range of banking and related financial services. The Group divides its activities into four business segments: UK Retail Banking; Continental Europe Retail Banking; Global Banking and Markets; and Global Private Banking. |
|---|---|---|
| B.16 | Controlling Persons: | The whole of the issued ordinary and preference share capital of the Issuer is owned directly by HSBC Holdings. |
| Section C – Securities | ||
|---|---|---|
| C.1 | Description of Type and Class of Securities: |
Issuance in series: Warrants will be issued in series which may comprise one or more tranches issued on different issue dates. The Warrants of each tranche of the same series will all be subject to identical terms, except for the issue dates and/or issue prices of the respective tranches. |
| The Warrants being issued are Series AWP1079, Tranche 1 Warrants linked to Largan Precision Company Limited. The number of Warrants being issued is 400,000. |
||
| All references to "Warrants" in this summary include Certificates where applicable. |
||
| Form of Warrants: | ||
| Warrants in registered form: | ||
| The Warrants will be issued in registered form and represented by a combined global registered warrant which will be deposited with a common depositary for, and registered in the name of a common nominee for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") |
||
| Security Identification Number(s): | ||
| The Warrants have been accepted for clearance through Euroclear, and Clearstream, Luxembourg. |
||
| The Warrants will be allocated the following Security Identification Numbers: | ||
| ISIN Code: GB00BCLYF651 | ||
| Common Code: 095716326 | ||
| C.2 | Currency of the Securities Issue: |
The Settlement Currency is USD |
| C.5 | Free Transferability: | The Warrants are freely transferable. However, there are restrictions on the offer and sale of the Warrants and the Issuer and the Managers have agreed restrictions on the offer, sale and delivery of Warrants and on distribution of offering materials in the United States, the European Economic Area, the United Kingdom, France, Australia, Hong Kong, Japan, Singapore, India, Indonesia, Korea, Malaysia, the People's Republic of China, Philippines, Taiwan, Thailand and Vietnam. In addition, investors of the Warrants, by their purchase of the Warrants, will be deemed to have given certain representations, warranties, undertakings, acknowledgements and agreements. |
| C.8 | The Rights Attaching to the Securities, including Ranking and Limitations to those Rights: |
Cash call options: Warrants give the holder rights, including the right to receive a cash amount from the Issuer calculated by reference to the value of Largan Precision Company Limited, being the Reference Asset. Warrants create call options exercisable by the Warrantholder; there is no obligation upon such Warrantholder to exercise its Warrant nor any obligation upon the Issuer to pay any amount in respect of unexercised Warrants. |
| Payment under the Warrants: There are two types of payment a Warrantholder will receive under the Warrants: the "Cash Settlement Amount" on exercise of the Warrant and any "Additional Amounts" during the term of the Warrants. |
||
| (1) Cash Settlement Amount: | ||
| The Warrants are "Equity-Linked Warrants" and therefore the Cash Settlement |
| Amount payable is linked to one security, namely Largan Precision Company Limited (the "Reference Assets"). The Cash Settlement Amount of each Equity Linked Warrant is calculated by identifying the "Realisable Sale Price" of the Reference Assets linked to one Warrant, dividing such price by an exchange rate (embedding conversion costs) to convert such price from the currency in which the underlying is quoted on an exchange, namely TWD (the "Reference Currency") into the currency in which the Warrants are denominated, namely USD (the "Settlement Currency") and subtracting a percentage fee retained by the Managers or their affiliates. |
|
|---|---|
| The "Realisable Sale Price" will be determined on a particular date or dates by reference to payments which the Issuer or its designated Affiliate receives in unwinding the arrangements it has entered into to hedge the price risk and currency risk of the Reference Assets at the time of such determination (for instance, selling equity securities, redeeming related financial instruments or closing out of hedge transactions) or if no such hedging has been entered into, a notional amount of what the Issuer would have received if it had done so, as determined by the Calculation Agent, less any other costs (including, for instance, brokers' fees, transaction processing fees and actual or potential taxes, including those costs that would be incurred by the Issuer and/or its designated Affiliates of investing in the Reference Assets whether directly or synthetically). |
|
| (2) Additional Amounts: | |
| This series of Warrants will entitle the Warrantholder to Additional Amounts equal to distributions which would be payable to a notional holder of a fixed amount of the Reference Asset (such as dividends or interest payments) which is an institution subject to the same laws as the Issuer and/or its designated Affiliates. Such amounts will be payable in cash converted from the Reference Currency into the Settlement Currency at an exchange rate that would have been used in connection with such conversion. |
|
| The Warrants do not bear interest. | |
| No guarantee or security: The Warrants are the obligations of the Issuer only and are unsecured. |
|
| Status of the Warrants: Warrants issued under the Programme will be unsecured and unsubordinated obligations of the Issuer and will rank pari passu and without preference among themselves and, at their date of issue, with all other unsecured and unsubordinated obligations of the Issuer (unless preferred by law). |
|
| No events of default: There are no events of default applicable to the Warrants. | |
| Tax: Warrantholders will be liable for and/or subject to any taxes, including withholding tax, payable in respect of the Warrants. |
|
| Modification and substitution: Modifications to the terms and conditions of the Warrants (the "Conditions") may be made without the consent of any Warrantholders to cure any ambiguity or manifest error or correct or supplement any Conditions provided that it is not materially prejudicial to the interest of Warrantholders, or is of a formal, minor or technical nature or comply with mandatory provisions of the law of the Issuer's jurisdiction of incorporation, or corrects inconsistency between the final terms and the relevant termsheet relating to the Warrants. The Warrants permit the substitution of the Issuer with its Affiliate without the consent of any Warrantholder where the Issuer provides a guarantee of the Affiliate's obligations. |
|
| Termination for Illegality: If the Calculation Agent determines that the performance of the Issuer's obligations under any Warrants has become unlawful |
| or impractical in whole or in part for any reason, the Issuer may terminate such Warrants early in accordance with the Conditions. |
||
|---|---|---|
| Governing Law: English law. | ||
| C.11 | Listing and Trading: | Application has been made to admit Warrants issued under the Programme to the Official List of the Financial Conduct Authority and to trading on the regulated market of the London Stock Exchange plc. |
| Application will be made for the Warrants to be admitted to listing on the Official List and to trading on the London Stock Exchange effective on or about 2 August 2013. |
||
| C.15 | Effect of value of |
The Warrants can be acquired for less than EUR 100,000 per Warrant. |
| underlying instruments: | The Warrants are designed to track the price of Largan Precision Company Limited (the "Reference Asset"). The Cash Settlement Amount payable on exercise of any Warrant is linked to a fixed amount of the Reference Asset by way of a hedge in respect of such fixed amount of the Reference Asset (whether directly or synthetically). In general, as the value of the Reference Asset increases or decreases, so will the Cash Settlement Amount payable in respect of such Warrants. |
|
| The quoted price of the Reference Asset may diverge from the Cash Settlement Amount payable under the Warrant owing to any disparity between the hedge and the Reference Asset, and subject to the deduction of costs, such as, amongst other things, brokers fees, transaction processing fees and actual or potential taxes, and including those costs that would be incurred by the Issuer and/or its designated Affiliates of investing in the Reference Assets whether directly or synthetically, and a fee to be retained by the Issuer, the Managers and/or their Affiliates. |
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| C.16 | Expiration or maturity date: |
The Expiry Date in respect of the Warrants is 26 July 2023 (the "Expiry Date"). The Warrants are "American Style Warrants" and are therefore exercisable on any Business Day during period beginning on (and including) 2 August 2013 and ending on (and including) the Expiry Date. |
| C.17 | Settlement procedure: | The Warrants will be cash-settled. |
| Any Cash Settlement Amount or Additional Amount due to the Warrantholder will be paid through Euroclear and Clearstream, Luxembourg |
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| C.18 | Return on securities: | The date on which the Cash Settlement Amount is scheduled for payment is the fifth business day following the last date on which an unwind of any applicable underlying hedge transaction relating to the Warrants has been achieved or which the Calculation Agent determines would have been achievable by the Issuer and/or its designated Affiliates. |
| Unless exercised before the Expiry Date, the Warrants will be automatically exercised on such date, at which time the Warrantholder will be entitled to receive the Cash Settlement Amount (if any). |
||
| The Additional Amount will be valued as at the date the Distribution is notified as the record date for payment to the holders of the underlying securities. Provided that the distribution falls within the period from (but excluding) 26 July 2013 to (and including) the Valuation Date or the Expiry Date (as the case may be) (the "Additional Payment Period") and the Issuer has determined a Notional Holder would have received payment in full of a corresponding amount had the Notional Holder held the Securities, the Additional Amounts will be due from the Issuer on the next payment date for payment of Additional Amounts. |
||
| C.19 | Exercise price or final reference price of the |
On exercise of the Warrant, the Cash Settlement Amount will be calculated by ascertaining a cash amount which the Issuer has received under the hedging |
| underlying: | arrangements it has entered into or the Issuer would notionally receive had it hedged such a fixed amount of the Reference Asset. The Calculation Agent then deducts certain cost items (such as, amongst other things, brokers fees, transaction processing fees and actual or potential taxes) and a fee to be retained by the Issuer, the Managers and/or their Affiliates. |
|
|---|---|---|
| C.20 | Type of the underlying: | The Warrants are: "Equity-Linked Warrants", being Warrants in relation to which the Cash Settlement Amount is linked to one security, namely, Largan Precision Company Limited (the "Securities"). The Securities are the Reference Asset to which the Warrants are linked. |
| References to "Reference Asset", either in the singular or plural form, shall refer to any Reference Asset (as the case may be) applicable to a Series of Warrants. Information on the Reference Assets can be found on Bloomberg: 3008 TT. |