Capital/Financing Update • Aug 22, 2012
Capital/Financing Update
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The Final Terms dated 20 August 2012
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 27 June 2012 and any Base Prospectus Supplements dated thereafter but prior to the Issue Date of the Notes which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented.
Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus and the supplemental Base Prospectus are available for viewing at the website of the Irish Competent Authority (www.centralbank.ie) and copies may be obtained from the offices of the Paying Agents, The Bank of New York Mellon, acting through its London Branch, One Canada Square, London E14 5AL, The Bank of New York Mellon (Luxembourg) S.A., Vertigo Building - Polaris, 2-4 rue Eugène Ruppert, L-2453, Luxembourg and The Bank of New York Mellon (Ireland) Limited, 4th Floor, Hanover Building, Windmill Lane, Dublin 2, Ireland.
An investment in the Notes is subject to the credit risk of UBS AG and the actual and perceived creditworthiness of UBS AG may affect the market value of the Notes.
Any Notes purchased by any person for resale may not be offered in any jurisdiction in circumstances that would result in the Issuer being obliged to register any further prospectus or corresponding document relating to the Notes in that jurisdiction.
No secondary market for the Notes currently exists, nor is one likely to develop. Noteholders should have the ability and intent to hold the Notes until their Maturity Date.
The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws in the United States and are being offered and sold outside the United States to non-US persons (as such terms are defined in Regulation S under the Securities Act ("Regulation S")) in reliance on the exemption from registration provided pursuant to Regulation S. Notes sold in reliance on Regulation S will initially be represented by one or more permanent global notes in registered form without interest coupons (each, a "Regulation S Global Note"), deposited with or on behalf of a common depository for Euroclear or Clearstream. Beneficial interests in a Regulation S Global Note may be held only through Euroclear or Clearstream, except in the limited
circumstances described in the Base Prospectus. Investors may hold their interests in a Regulation S Global Note directly through Euroclear or Clearstream, if they are participants in such systems, or indirectly through organizations which are participants in such systems.
| 1. | Issuer: | UBS AG, acting through its Jersey Branch | |||
|---|---|---|---|---|---|
| 2. | (i) | Series Number: | 10893/2012 | ||
| (ii) | Tranche Number: | 1 | |||
| 3. | Currency or Currencies: | United States Dollars ("USD") | |||
| 4. | Aggregate Nominal Amount: | USD 20,000,000 | |||
| 5. | Issue Price: | 100 per cent. of the Aggregate Nominal Amount | |||
| 6. | (i) | Specified Denominations: | USD 100,000 | ||
| (ii) | Calculation Amount: | USD 100,000 | |||
| 7. | Issue Date: | 20 August 2012 | |||
| 8. | Maturity Date: | 20 August 2042, subject to adjustment in accordance with the Modified Following Business Day Convention |
|||
| 9. | Interest Basis: | Zero Coupon | |||
| 10. | Redemption/Payment Basis: | Redemption at 396.643599 per cent. of the Aggregate Nominal Amount, subject to paragraph 22 below. |
|||
| 11. | Change of Interest or Redemption Payment Basis: | Not Applicable | |||
| 12. | Put/Call Options: | Issuer Call | |||
| (further particulars specified in paragraph 22 below) | |||||
| 13. | Status of the Notes: | Senior | |||
| 14. | Method of distribution: | Non-syndicated | |||
| PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE |
| 15. | Fixed Rate Note Provisions: | Not Applicable |
|---|---|---|
| 16. | Floating Rate Note Provisions: | Not Applicable |
| 17. | Zero Coupon Note Provisions: | Applicable |
UBS
4.70 per cent. per annum
In respect of each Note, USD 100,000 per Calculation Amount
(iii) Any other formula/basis of determining Not Applicable amount payable:
Index/Credit-Linked Note Provisions:
Dual Currency Note Provisions: Not Applicable
Not Applicable
396.643599 per cent. of the Aggregate Nominal Amount, unless the Issuer exercises its Optional Redemption (Call) in accordance with paragraph 22 below, in which case the Notes will be redeemed at the Optional Redemption Amount (as defined in paragraph 24 below).
If the Notes are redeemed as a result of the Issuer being required to pay Additional Amounts, then the Tax Redemption Amount is the fair market value of the Note (excluding any coupon) on the fifth day before the early redemption date (as selected by the Calculation Agent), less the cost of unwinding any underlying related hedging arrangements, all as determined by the Calculation Agent in its absolute discretion. The notice provisions of Condition 7(b) of the Base Prospectus apply to these Notes.
The Issuer may exercise its option to redeem the Notes, in whole but not in part, at the Optional Redemption Amount on any of the Optional Redemption Dates from and including 20 August 2013 up to and including 20 August 2041 as set out in the table in paragraph 25 below, upon giving written notice at least five (5) Business Days prior to the Optional Redemption Date to the Programme's Issuing and Paying Agent.
Not Applicable
As set out in the table in paragraph 25 below
As set out in the table below, each date subject to adjustment in accordance with the Modified Following
Optional Redemption (Put):
Optional Redemption (Call):
Optional Redemption Amount: 24.
$\frac{1}{200}$ UBS
$\overline{E}$
| 26. Minimum/Higher Redemption Amount: | Not Applicable | ||||
|---|---|---|---|---|---|
| 27. | Other Redemption details: | Not Applicable | |||
| 28. | Final Redemption Amount of each Note: | USD 396,643.599 per Calculation Amount | |||
| 29. | Early Redemption Amount | As set out in the Conditions | |||
| GENERAL PROVISIONS APPLICABLE TO THE NOTES | |||||
| 30. Form of Notes: | Registered Notes: | ||||
| Unrestricted Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg. |
|||||
| 31. New Global Note Form: | No | ||||
| 32. | Business Days: | London and New York | |||
| 33. | Talons for future Coupons or Receipts to be No attached to Definitive Notes (and dates on which such Talons mature): |
||||
| 34. | Details relating to Partly Paid Notes: amount of Not Applicable each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment: |
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| 35. Redenomination applicable: | No | ||||
| 36. | Exchangeability applicable: | No | |||
| 37. | Other final terms or special conditions: | Not Applicable | |||
| DISTRIBUTION | |||||
Managers and underwriting commitments:
If non-syndicated, name and address of Dealer: 39.
Total commission and concession: 40.
U.S. Selling Restrictions: 41.
Non-exempt Offer:
Additional selling restrictions:
Not Applicable
Not Applicable
UBS Limited 1 Finsbury Avenue London EC2M 2PP
Not Applicable
Regulation S related restrictions apply
The tax treatment of the Notes is uncertain. Therefore, if you are a US taxpayer that is not a US person (as defined under Regulation S under the U.S. Securities Act) you are urged to consult with your own tax advisors to determine the appropriate characterization of this Note for US federal income tax purposes. Please contact UBS for any additional information that you may require in making your determination.
Not Applicable
Any Notes purchased by any person for resale may not be offered in any jurisdiction in circumstances which would result in the Issuer being obliged to register any further prospectus or corresponding document relating to the Notes in such jurisdiction.
Noteholders are advised to read the selling restrictions described more fully in the Base Prospectus regarding UBS' Euro Note Programme. The restrictions listed below must not be taken as definitive guidance as to whether this note can be sold in a jurisdiction. Noteholders should seek specific advice before onselling a Note.
The Notes may not be sold or offered within the United States or to U.S. persons
Taiwan
The Notes may not be sold, offered or issued to Taiwan resident investors or in Taiwan unless they are made available, (i) outside Taiwan for purchase outside Taiwan
$-6-$
by such investors and/or (ii) in Taiwan, (A) in the case of Structured Notes through bank trust departments, licensed securities brokers and/or insurance company investment linked insurance policies pursuant to the Taiwan Rules Governing Offshore Structured Products or (B) in the case of Notes which are not structured, through properly licensed Taiwan intermediaries (including the nondiscretionary monetary trust of licensed banks in Taiwan acting as trustees) in such manner as complies with Taiwan law and regulation and/or (iii) in such other manner as may be permitted in accordance with Taiwan laws and regulations.
These Final Terms comprise the final terms required for the Notes described herein to be admitted to the Official List of the UK Financial Services Authority and admitted to trading on the regulated market of the London Stock Exchange pursuant to the Euro Note Programme of UBS AG.
The Issuer accepts responsibility for the information contained in these Final Terms.
English law
England
Signed on behalf of the Issuer:
By: . . . . . . . . . . . . . . . . . . . . Duly authorised
No UBS
i. Listing:
London
ii. Admission to Trading:
Application will be made for the Notes to be admitted to the Official List of the UK Financial Services Authority and admitted to trading on the regulated market of the London Stock Exchange. No assurance can be given that such an application to list the Notes will be accepted.
Save as discussed in "Selling Restrictions", so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.
REASONS FOR THE OFFER $3.$
The net proceeds of the issue of each Series of Notes will be used by the Issuer for its general corporate purposes or towards meeting the general financing requirements of the UBS Group, in each case, outside Switzerland.
Indication of yield:
Not Applicable
Not Applicable
| ISIN Code: | XS0818930041 |
|---|---|
| Common Code: | 081893004 |
| Swiss Valor | 18832444 |
| Intended to be held in a manner which would allow No Eurosystem eligibility: |
|
| Any clearing system(s) other than Euroclear Bank Not Applicable S.A./N.V. and Clearstream Banking Société Anonyme and the Depositary Trust Company and the relevant identification number(s): |
|
| Delivery: | Delivery Against Payment |
| Additional Paying Agent: | Not Applicable |
$-8-$
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