AVVISO n.4637 22 Marzo 2007 SeDeX − LEV. CERTIFICATES
AVVISO n.4637 | 22 Marzo 2007 | SeDeX − LEV. CERTIFICATES |
Mittente del comunicato : Borsa Italiana
Societa' oggetto dell'Avviso
: ABN AMRO BANK
Oggetto : Inizio negoziazione leverage certificates "ABN AMRO" emessi nell'ambito di un programma
Testo del comunicato
Si veda allegato.
Disposizioni della Borsa
Strumenti finanziari: “Leva certificates al rialzo su azioni italiane”
Emittente: ABN AMRO Bank N.V.
Rating Emittente: | Società di Rating | Long Term | Data Report |
Moody’s | Aa3 | 01/08/2006 | |
Standard & Poor’s | AA- | 01/09/2006 | |
Fitch | AA- | 17/05/2006 |
Oggetto: INIZIO NEGOZIAZIONI IN BORSA
Data di inizio negoziazioni: 23 marzo 2007
Mercato di quotazione: Borsa - Comparto SEDEX “segmento leverage
certificates”
Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dall’art.
IA.5.1.6 delle Istruzioni
Operatore incaricato ad
assolvere l’impegno di quotazione: Capitalia S.p.A.
Codice specialist: 2100
Modalità di liquidazione
dei contratti: liquidazione a contante garantita il terzo giorno di borsa aperta successivo a quello di conclusione dei contratti.
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
Serie in negoziazione: le serie n. 19 e 28
Quantitativo minimo di
negoziazione di ciascuna serie: vedasi scheda riepilogativa delle caratteristiche dei
certificates (colonna “Lotto Neg.”) Controvalore minimo dei blocchi: 150.000 Euro
Impegno giornaliero ad esporre prezzi denaro e lettera
per ciascuna serie: vedasi scheda riepilogativa delle caratteristiche dei certificates (colonna “X.Xxxxx M.M.”)
Tipo di liquidazione: monetaria
Modalità di esercizio: europeo
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 23 marzo 2007 le serie n. 19 e 28 dei “Leva Certificates al rialzo su azioni italiane” indicati nella tabella allegata verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.
Allegati:
- Scheda riepilogativa delle caratteristiche dei certificates;
- Final Terms e Conditions dei certificates;
- Traduzione della Nota di Sintesi.
Serie Isin Sigla SIA Descrizione Sottostante Tipo Strike Scad. Parità AmmontareLotto Neg. NLottiMM Note Stop Loss
19 | NL0000809325 | N80932 | 427467 | ABN ISP ML5 DC08 | INTESA SANPAOLO | Bull | 5 | 15/12/2008 | 0,1 | 3000000 | 10 | 4000 | Leva | 5,4 |
28 | NL0000808467 | N80846 | 427476 | ABN TEN ML14,5 DC08 | Tenaris SA | Bull | 14,5 | 15/12/2008 | 0,1 | 1000000 | 10 | 800 | Leva | 15,66 |
giovedì 22 marzo 2007 Pagina 1 di 1
Final Terms
DATED 6 MARCH 2007
1,000,000 LEVA CERTIFICATES A RIALZO ON ENI S.P.A INDICATIVE ISSUE PRICE: EUR 0.803
1,000,000 LEVA CERTIFICATES A RIALZO ON ENI S.P.A INDICATIVE ISSUE PRICE: EUR 0.503
1,000,000 LEVA CERTIFICATES A RIALZO ON ENI S.P.A INDICATIVE ISSUE PRICE: EUR 0.303
1,000,000 LEVA CERTIFICATES A RIALZO ON ENI S.P.A INDICATIVE ISSUE PRICE: EUR 0.253
1,000,000 LEVA CERTIFICATES A RIALZO ON FIAT S.P.A. INDICATIVE ISSUE PRICE: EUR 0.372
1,000,000 LEVA CERTIFICATES A RIALZO ON FIAT S.P.A. INDICATIVE ISSUE PRICE: EUR 0.222
1,000,000 LEVA CERTIFICATES A RIALZO ON FIAT S.P.A. INDICATIVE ISSUE PRICE: EUR 0.572
2,000,000 LEVA CERTIFICATES A RIALZO ON INTESA SANPAOLO INDICATIVE ISSUE PRICE: EUR 0.119
3,000,000 LEVA CERTIFICATES A RIALZO ON INTESA SANPAOLO INDICATIVE ISSUE PRICE: EUR 0.069
2,000,000 LEVA CERTIFICATES A RIALZO ON INTESA SANPAOLO INDICATIVE ISSUE PRICE: EUR 0.219
FINAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Certificates described herein (the “relevant Product Conditions”) as set forth in the Base Prospectus relating to Certificates dated 1 July 2006 (the “Base Prospectus”) as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of each Series of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Certificates described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the registered office of the Issuer at Gustav Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx and copies may be obtained from the Issuer at that address.
These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Certificates described herein and will be attached to the Global Security representing each such Series of the Certificates. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.
The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), Commission Bancaire, Financiere et des Assurances (CBFA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Serveillance du Secteur Financie (CSSF), Financial Services Authority (FSA), the Finnish Supervision Authority, the Danish Financial Services Authority (Finanstilsynet) and the Swedish Financial Supervisory Authority with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
So far as the Issuer is aware, no person (other than the Issuer in its separate capacities as Issuer and Calculation Agent, see “Risk Factors – Actions taken by the Calculation Agent may affect the Underlying” in the Base Prospectus) involved in the issue of the Certificates has an interest material to the offer.
Issuer: ABN AMRO Bank N.V., acting through its principal office at Gustav Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx or its London branch at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX
Clearing Agents: Euroclear Bank S.A./N.V. as operator of the Euroclear system
Clearstream Banking, société anonyme Monte Titoli S.p.A., Milan
Launch Date: 12 February 2007
Issue Date: 7 March 2007
Listing: Milan Stock Exchange (SeDeX) or the Regulated Market of the Luxembourg Stock Exchange
Listing Date: The Issue Date or as soon as practicable thereafter
Pricing Date: Not Applicable
Admission to trading: Application has been made for the Securities to be
admitted to trading on the Milan Stock Exchange (SeDeX) or failing such application, on the Regulated Market of the Luxembourg Stock Exchange, with effect from the Listing Date
Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the
market in the event of SeDeX listing, otherwise to Clearing Agents
Principal Agent: ABN AMRO Bank N.V., 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX
Registrar: None
Agent(s): BNP Paribas Milan
Calculation Agent: ABN AMRO Bank N.V., 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX
Indication of yield: Not Applicable
EQUITY EXPRESS CERTIFICATES
Series: Leva Certificates a Rialzo on ENI S.P.A
Issue Price: EUR 0.803 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 17.820
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 16.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest
price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent
Early Termination Date: Not Applicable
Early Termination Event:
Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Applicable
Notional Dividend As stated in Product Condition 1
Period:
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: ENI S.P.A (ISIN: IT0003132476)
Share Company: The ordinary share of the Share Company (Bloomberg Code: ENI IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will
not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 1 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on ENI S.P.A (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000809200
Common Code: 28818106
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
ENI IM <EQUITY>
Website: xxx.xxx.xx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on ENI S.P.A
Issue Price: EUR 0.503 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 21.060
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 19.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: ENI S.P.A (ISIN: IT0003132476)
Share Company: The ordinary share of the Share Company (Bloomberg Code: ENI IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 1 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on ENI S.P.A (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000809218
Common Code: 28818173
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
ENI IM <EQUITY>
Website: xxx.xxx.xx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on ENI S.P.A
Issue Price: EUR 0.303 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 23.220
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 21.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: ENI S.P.A (ISIN: IT0003132476)
Share Company: The ordinary share of the Share Company (Bloomberg Code: ENI IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 1 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on ENI S.P.A (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000808202
Common Code: 28818335
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
ENI IM <EQUITY>
Website: xxx.xxx.xx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on ENI S.P.A
Issue Price: EUR 0.253 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 23.760
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 22.00
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: ENI S.P.A (ISIN: IT0003132476)
Share Company: The ordinary share of the Share Company (Bloomberg Code: ENI IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 1 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on ENI S.P.A (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000808210
Common Code: 28818386
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
ENI IM <EQUITY>
Website: xxx.xxx.xx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on Fiat SpA
Issue Price: EUR 0.372 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 14.580
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 13.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: Fiat SpA. (ISIN: IT0001976403)
Share Company: The ordinary share of the Share Company (Bloomberg Code: F IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 2 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on Fiat SpA. (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000808335
Common Code: 28818467
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
F IM <EQUITY>
Website: xxx.xxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on Fiat SpA
Issue Price: EUR 0.222 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 16.200
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 15.00
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: Fiat SpA. (ISIN: IT0001976403)
Share Company: The ordinary share of the Share Company (Bloomberg Code: F IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 2 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on Fiat SpA. (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000808343
Common Code: 28818530
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
F IM <EQUITY>
Website: xxx.xxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on Fiat SpA
Issue Price: EUR 0.572 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 12.420
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 11.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: Fiat SpA. (ISIN: IT0001976403)
Share Company: The ordinary share of the Share Company (Bloomberg Code: F IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 2 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on Fiat SpA. (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000808327
Common Code: 28818491
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
F IM <EQUITY>
Website: xxx.xxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on Intesa Sanpaolo
Issue Price: EUR 0.119 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 4.860
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 4.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: INTESA SANPAOLO. (ISIN: IT0000072618)
Share Company: The ordinary share of the Share Company (Bloomberg Code: ISP IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 3 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on Intesa Sanpaolo (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000808319
Common Code: 28818416
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
ISP IM <EQUITY>
Website: xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on Intesa Sanpaolo
Issue Price: EUR 0.069 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 5.400
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 5.00
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: INTESA SANPAOLO. (ISIN: IT0000072618)
Share Company: The ordinary share of the Share Company (Bloomberg Code: ISP IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 3 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on Intesa Sanpaolo (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000809325
Common Code: 28818033
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
ISP IM <EQUITY>
Website: xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on Intesa Sanpaolo
Issue Price: EUR 0.219 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 3.780
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 3.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: INTESA SANPAOLO. (ISIN: IT0000072618)
Share Company: The ordinary share of the Share Company (Bloomberg Code: ISP IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 3 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on Intesa Sanpaolo (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000809333
Common Code: 28818211
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
ISP IM <EQUITY>
Website: xxx.xxxxxxxxxxxxxx.xxx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Annex 1
Modulo - Dichiarazione di rinuncia all’esercizio
(Facsimile)
“LEVA CERTIFICATES A RIALZO ON ENI S.P.A”
I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto
La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto.
A [Intermediario presso cui il portatore detiene il proprio conto]
Nome e Ragione/denominazione sociale dell’Intermediario
[Att: Nome del responsabile dell’ufficio titoli]
[numero di fax – ufficio titoli]
A BNP Paribas, Filiale di Milano Corporate Actions
Tel: (x00) 00 0000 0000
Fax: (x00) 00 0000 0000
Copia a:
ABN AMRO Bank N.V.
Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000
Fax: + 00 (0) 000 000 0000
“LEVA CERTIFICATES A RIALZO ON ENI S.P.A” (di seguito, Certificates)
Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:
A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;
B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all’esercizio.
(Il Portatore dei Certificates)
(Cognome e nome o ragione/denominazione sociale)
(Via e numero civico)
(Comune, provincia)
(Telefono)
Serie dei Certificates
Codice ISIN dei Certificates
Numero dei Certificates, di cui si rinuncia all’esercizio.
Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).
Luogo e data
Sottoscrizione (sottoscrizioni) del Portatore dei Certificates
Annex 2
Modulo - Dichiarazione di rinuncia all’esercizio
(Facsimile)
“LEVA CERTIFICATES A RIALZO ON FIAT S.P.A”
I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto
La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto.
A [Intermediario presso cui il portatore detiene il proprio conto]
Nome e Ragione/denominazione sociale dell’Intermediario
[Att: Nome del responsabile dell’ufficio titoli]
[numero di fax – ufficio titoli]
A BNP Paribas, Filiale di Milano Corporate Actions
Tel: (x00) 00 0000 0000
Fax: (x00) 00 0000 0000
Copia a:
ABN AMRO Bank N.V.
Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000
Fax: + 00 (0) 000 000 0000
“LEVA CERTIFICATES A RIALZO ON FIAT S.P.A.” (di seguito, Certificates)
Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:
A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;
B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all’esercizio.
(Il Portatore dei Certificates)
(Cognome e nome o ragione/denominazione sociale)
(Via e numero civico)
(Comune, provincia)
(Telefono)
Serie dei Certificates
Codice ISIN dei Certificates
Numero dei Certificates, di cui si rinuncia all’esercizio.
Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).
Luogo e data
Sottoscrizione (sottoscrizioni) del Portatore dei Certificates
Annex 3
Modulo - Dichiarazione di rinuncia all’esercizio
(Facsimile)
“LEVA CERTIFICATES A RIALZO ON INTESA SANPAOLO”
I termini in lettere maiuscole avranno il significato a loro attribuito nelle General Conditions e nelle Product Conditions relative ai certificates in oggetto
La presente dichiarazione deve essere compilata a cura del portatore dei certificates in oggetto.
A [Intermediario presso cui il portatore detiene il proprio conto]
Nome e Ragione/denominazione sociale dell’Intermediario
[Att: Nome del responsabile dell’ufficio titoli]
[numero di fax – ufficio titoli]
A BNP Paribas, Filiale di Milano Corporate Actions
Tel: (x00) 00 0000 0000
Fax: (x00) 00 0000 0000
Copia a:
ABN AMRO Bank N.V.
Xxx.xx di Xxxx Xxxxx/Xxxxxxxxx Xxxxxx Tel.: x00 (0) 000 000 0000
Fax: + 00 (0) 000 000 0000
“LEVA CERTIFICATES A RIALZO ON INTESA SANPAOLO.” (di seguito, Certificates)
Il sottoscritto portatore (di seguito, il "Portatore") con la presente dichiara:
A. di rinunciare in modo irrevocabile all’esercizio dei Certificates con le caratteristiche di seguito descritte;
B. di essere consapevole che la presente Dichiarazione di Rinuncia non sarà ritenuta valida laddove non vengano rispettate le condizioni delle General Conditions e delle pertinenti Product Conditions, in particolare laddove la presente Dichiarazione di Rinuncia non pervenga nei termini indicati alla voce "Amendments to General Conditions and/or Product Conditions" dei Final Terms relativi ai Certificates. Inoltre, la presente Dichiarazione di Rinuncia non é da considerarsi valida nel caso in cui non siano identificati correttamente i Certificates, di cui il Portatore intende rinunciare all’esercizio.
(Il Portatore dei Certificates)
(Cognome e nome o ragione/denominazione sociale)
(Via e numero civico)
(Comune, provincia)
(Telefono)
Serie dei Certificates
Codice ISIN dei Certificates
Numero dei Certificates, di cui si rinuncia all’esercizio.
Il Portatore dei Certificates accetta che la presente dichiarazione venga presentata ad enti ed altri uffici pubblici (anche fuori dalla Repubblica Italiana).
Luogo e data
Sottoscrizione (sottoscrizioni) del Portatore dei Certificates
Final Terms
DATED 6 MARCH 2007
1,000,000 LEVA CERTIFICATES A RIALZO ON STMICROELECTRONICS INDICATIVE ISSUE PRICE: EUR 0.508
1,000,000 LEVA CERTIFICATES A RIALZO ON STMICROELECTRONICS INDICATIVE ISSUE PRICE: EUR 0.208
1,000,000 LEVA CERTIFICATES A RIALZO ON STMICROELECTRONICS INDICATIVE ISSUE PRICE: EUR 0.308
5,000,000 LEVA CERTIFICATES A RIALZO ON TELECOM ITALIA S.P.A INDICATIVE ISSUE PRICE: EUR 0.085
5,000,000 LEVA CERTIFICATES A RIALZO ON TELECOM ITALIA S.P.A INDICATIVE ISSUE PRICE: EUR 0.025
5,000,000 LEVA CERTIFICATES A RIALZO ON TELECOM ITALIA S.P.A INDICATIVE ISSUE PRICE: EUR 0.055
1,000,000 LEVA CERTIFICATES A RIALZO ON TENARIS SA INDICATIVE ISSUE PRICE: EUR 0.601
1,000,000 LEVA CERTIFICATES A RIALZO ON TENARIS SA INDICATIVE ISSUE PRICE: EUR 0.351
1,000,000 LEVA CERTIFICATES A RIALZO ON TENARIS SA INDICATIVE ISSUE PRICE: EUR 0.251
5,000,000 LEVA CERTIFICATES A RIALZO ON TISCALI S.P.A INDICATIVE ISSUE PRICE: EUR 0.082
These Final Terms, the Certificates Base Prospectus, as supplemented from time to time and any additional information with regard to Leva Certificates a Rialzo on STMICROELECTRONICS, Leva Certificates a Rialzo on Telecom Italia S.P.A, Leva Certificates a Rialzo on Tenaris SA and Leva Certificates a Rialzo on Tiscali S.P.A shall be published on the Issuer’s website: xxx.xxxxxxxxxxxxxx.xx
FINAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the Product Conditions applicable to each Series of Certificates described herein (the “relevant Product Conditions”) as set forth in the Base Prospectus relating to Certificates dated 1 July 2006 (the “Base Prospectus”) as supplemented from time to time which constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of each Series of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and each Series of the Certificates described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus as so supplemented is available for viewing at the registered office of the Issuer at Xxxxxx Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx and copies may be obtained from the Issuer at that address.
These Final Terms relate to the Securities and must be read in conjunction with, and are subject to, the General Conditions and the relevant Product Conditions contained in the Base Prospectus as so supplemented. These Final Terms, the relevant Product Conditions and the General Conditions together constitute the Conditions of each Series of the Certificates described herein and will be attached to the Global Security representing each such Series of the Certificates. In the event of any inconsistency between these Final Terms and the General Conditions or the relevant Product Conditions, these Final Terms will govern.
The Netherlands Authority for the Financial Markets has provided the Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Financial Market Authority (FMA), Commission Bancaire, Financiere et des Assurances (CBFA), Comisión Nacional del Mercado de Valores (CNMV), Comissão do Mercado de Valores Mobiliários (CMVM), Autorité des Marchés Financiers (AMF), Irish Financial Services Regulatory Authority (IFSRA), Commissione Nazionale per le Societa e la Borsa (CONSOB), Commission de Serveillance du Secteur Financie (CSSF), Financial Services Authority (FSA), the Finnish Supervision Authority, the Danish Financial Services Authority (Finanstilsynet) and the Swedish Financial Supervisory Authority with a certificate of approval attesting that the Base Prospectus has been drawn up in accordance with the Prospectus Directive.
So far as the Issuer is aware, no person (other than the Issuer in its separate capacities as Issuer and Calculation Agent, see “Risk Factors – Actions taken by the Calculation Agent may affect the Underlying” in the Base Prospectus) involved in the issue of the Certificates has an interest material to the offer.
Issuer: ABN AMRO Bank N.V., acting through its principal office at Xxxxxx Xxxxxxxxxx 00, 0000 XX Xxxxxxxxx, Xxx Xxxxxxxxxxx or its London branch at 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX
Clearing Agents: Euroclear Bank S.A./N.V. as operator of the Euroclear system
Clearstream Banking, société anonyme Monte Titoli S.p.A., Milan
Launch Date: 12 February 2007
Issue Date: 7 March 2007
Listing: Milan Stock Exchange (SeDeX) or the Regulated Market of the Luxembourg Stock Exchange
Listing Date: The Issue Date or as soon as practicable thereafter
Pricing Date: Not Applicable
Admission to trading: Application has been made for the Securities to be
admitted to trading on the Milan Stock Exchange (SeDeX) or failing such application, on the Regulated Market of the Luxembourg Stock Exchange, with effect from the Listing Date
Announcements to Holders: Delivered to Borsa Italiana S.p.A for delivery to the
market in the event of SeDeX listing, otherwise to Clearing Agents
Principal Agent: ABN AMRO Bank N.V., 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX
Registrar: None
Agent(s): BNP Paribas Milan
Calculation Agent: ABN AMRO Bank N.V., 000 Xxxxxxxxxxx, Xxxxxx XX0X 0XX
Indication of yield: Not Applicable
EQUITY EXPRESS CERTIFICATES
Series: Leva Certificates a Rialzo on STMICROELECTRONICS
Issue Price: EUR 0.508 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 10.260
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 9.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest
price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination Event occurs in the determination of the Calculation Agent
Early Termination Date: Not Applicable
Early Termination Event:
Occurs if, in the determination of the Calculation Agent and subject to any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Applicable
Notional Dividend As stated in Product Condition 1
Period:
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: STMICROELECTRONICS (ISIN: NL0000226223)
Share Company: The ordinary share of the Share Company (Bloomberg Code: STM IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will
not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 1 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on STMICROELECTRONICS (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000809267
Common Code: 28818238
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
STM IM <EQUITY>
Website: xxx.xx.xxx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on STMICROELECTRONICS
Issue Price: EUR 0.208 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 13.500
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 12.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: STMICROELECTRONICS (ISIN: NL0000226223)
Share Company: The ordinary share of the Share Company (Bloomberg Code: STM IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 1 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on STMICROELECTRONICS (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000809242
Common Code: 28818050
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
STM IM <EQUITY>
Website: xxx.xx.xxx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on STMICROELECTRONICS
Issue Price: EUR 0.308 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 12.420
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 11.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: STMICROELECTRONICS (ISIN: NL0000226223)
Share Company: The ordinary share of the Share Company (Bloomberg Code: STM IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 1 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on STMICROELECTRONICS (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000809259
Common Code: 28818289
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
STM IM <EQUITY>
Website: xxx.xx.xxx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on Telecom Italia S.P.A
Issue Price: EUR 0.085 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 1.620
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 1.50
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: Telecom Italia S.P.A (ISIN: IT0003497168)
Share Company: The ordinary share of the Share Company (Bloomberg Code: TIT IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 2 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on Telecom Italia S.P.A (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000809291
Common Code: 28818343
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
TIT IM <EQUITY>
Website: xxx.xxxxxxxxxxxxx.xx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on Telecom Italia S.P.A
Issue Price: EUR 0.025 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 2.270
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 2.10
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: Telecom Italia S.P.A (ISIN: IT0003497168)
Share Company: The ordinary share of the Share Company (Bloomberg Code: TIT IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 2 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on Telecom Italia S.P.A (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000809275
Common Code: 28818076
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
TIT IM <EQUITY>
Website: xxx.xxxxxxxxxxxxx.xx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on Telecom Italia S.P.A
Issue Price: EUR 0.055 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 1.950
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 1.80
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable
Relevant Number of Trading Days:
For the purposes of:
Early Termination Date: Not Applicable Valuation Date: 5
Reset Date: As stated in Product Condition 1, on the 15th day of each calendar month
Settlement Currency: EUR
Settlement Date: The sixth Business Day following the Termination Date if an Early Termination Event has occurred and otherwise the third Business Day following the Valuation Date
Share: Telecom Italia S.P.A (ISIN: IT0003497168)
Share Company: The ordinary share of the Share Company (Bloomberg Code: TIT IM
<EQUITY>)
Underlying Currency: EUR
Valuation Date(s): The first Trading Day immediately preceding the Exercise Date Valuation Time: Not Applicable
Amendments to General Conditions and/or Product Conditions:
The following provisions apply ONLY in the event of listing on SeDeX
(A)(1) General Condition 3 is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”;
(2) General Condition 5(b) is amended by deleting the following words in the second sentence: “or it has otherwise become undesirable, for any reason,” and by deleting the following words in the final sentence “may” and “but are not limited to,”;
(3) General Condition 5(b)(i) is deleted and replaced with the words: “Intentionally left blank”;
(4) General Condition 5(b)(iii) is deleted and replaced with the words: “Intentionally left blank”;
(5) General Condition 5(b)(iv) is deleted and replaced with the words: “Intentionally left blank”;
(6) General Condition 5(c)(i) is amended by deleting the following words in the second sentence: “less the cost to the Issuer of unwinding any related hedging arrangements”; and
(7) General Condition 7(b) is deleted in its entirety and replaced with the following:
“Modifications: The Issuer may, without the consent of the Holders or any of them, modify any provision of the Conditions which is: (i) of a formal, minor or technical nature; or (ii) made to correct a manifest error in its absolute discretion, provided any such modification is not materially prejudicial to the interests of the Holders. Notice of any such modification will be given to the Holders in accordance with General Condition 4 but failure to give, or the non-receipt of such notice will not affect the validity of any such modification.”
(8) Product Conditions - Relating to Equity Express Certificates are amended by deleting Product Condition 3(c) in its entirety and
replacing it with the following:
"Cash Settlement. Upon exercise, in respect of each Security, a Holder shall receive, from the Issuer, the Cash Amount on the Settlement Date. Upon an Early Termination Event, in respect of each Security, a Holder shall receive, from the Issuer, on the Settlement Date the Early Termination Amount.";
(9) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(h) is deleted and replaced with the words: “Intentionally left blank”;
(10) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(i) is deleted and replaced with the words: “Intentionally left blank”;
(11) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(j) is amended by deleting the following words: “for each Security with respect to which a Notice has been delivered to the account specified in the relevant Exercise Notice”;
(12) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(k) is deleted and replaced with the words: “Intentionally left blank”; and
(13) Product Conditions - Relating to Equity Express Certificates, Product Condition 3(l) is deleted and replaced with the words: “Intentionally left blank”.
(B) “Renunciation of payment of the Cash Amount”
The Holder has the right to renounce receipt of the Cash Amount from the Issuer. The declaration of renunciation (the “Dichiarazione di Rinuncia”) to renounce receipt of the Cash Amount, executed according to the attached Annex 2 to the Final Terms and containing all the key characteristics of the Leva Certificates a Rialzo on Telecom Italia S.P.A (to specify the relevant Series of certificates), must be sent by fax by 10:00 a.m. Milan time on the first Business Day following the Valuation Date
ISIN: NL0000809283
Common Code: 28818114
Fondscode: Not Applicable
WKN: Not Applicable Other Securities Code: Not Applicable
INFORMATION ON THE UNDERLYING
Page where information about the past and future performance of the Underlying and its volatility can be obtained:
TIT IM <EQUITY>
Website: xxx.xxxxxxxxxxxxx.xx and xxx.xxxxxxxxxxxxx.xx and I1 Sole 24 Ore
ADDITIONAL INFORMATION applicable in the event of listing on SeDeX ONLY
This paragraph contains information in relation to the tax regime concerning the purchase, possession, cession and exercise of the Securities. The following information is based on the Italian tax regime in force at the date of these Final Terms, save that the said tax regime remains subject to possible changes that could have retroactive effect. Therefore, the following information is not intended to be a complete analysis of all the tax consequences of the purchase, possession, cession and exercise of the Securities. Investors are recommended to consult their independent advisers with respect to the tax implications concerning the purchase, possession, cession and exercise of the Securities.
In accordance with the Italian tax regime currently in force, the proceeds deriving from the sale and exercise of the Securities, gained by investors who are physical persons residents in Italy, when not in the context of a business activity have to be taken into account for tax purposes (a fini impositivi). In particular, pursuant to the legislative decree (21 November 1997 n. 461), that integrates the category of different income (redditi diversi) (as set out in art. 67 of D.P.R. 22 Decembers 1986, n. 917 (TUIR), as amended by the D.Lgs. 12 Decembers 2003, n. 344), the proceeds deriving from the cession and exercise of the Securities and received by physical persons resident in Italy, when not in the context of a business activity, are subject to a substitutive tax (un’imposta sostitutiva) of the income taxes (imposte sui redditi) applied at a rate of 12.50% and withheld from the tax substitute (sostituto di imposta).
To conclude, it is highlighted that, with respect to the fiscal treatment of the income (redditi) deriving from the Securities, income that is not subject of a specific official ruling of the Financial management (Amministrazione finanziaria), could be the subject of implementation of future guidelines or official positions of the Financial management or of new legislative provisions that would allow the application to such income of a more disadvantageous tax regime for the investor compared with the one mentioned above.
Particular provisions are applied to Securities held in a portfolio through a qualified intermediary to which the regime of either the so called "risparmio amministrato" (advisory accounts) or the so called “risparmio gestito” (discretionary accounts) is applied.
Series: Leva Certificates a Rialzo on Tenaris SA
Issue Price: EUR 0.601 (indicative)
Additional Market Disruption Events:
None
Basket: Not Applicable
Business Day: As stated in Product Condition 1 Calculation Period: As stated in Product Condition 1
Cash Amount: The amount determined by the Calculation Agent in accordance with the following formula:
(Final Reference Price - Current Strike Level) x Entitlement
The Cash Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Certificate: Not Applicable
Current Barrier Level: As stated in Product Condition 1 and rounded to the next two decimal places in the Underlying Currency, 0.005 being rounded upwards. The Current Barrier Level on the Launch Date shall be EUR 12.960
The Current Barrier Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Barrier Level becomes effective
Current Premium: 8%
Current Spread: 2%
Current Strike Level: As stated in Product Condition 1. The Current Strike Level on the Launch Date shall be EUR 12.00
The Current Strike Level will be published and forwarded to the relevant Exchanges/Clearing systems/Data vendors prior to 1.00 p.m. (Italian time) on the Exchange Business Day preceding the day when the Current Strike Level becomes effective
Early Termination Amount:
The amount determined by the Calculation Agent in accordance with the following formula:
(Early Termination Reference Price - Current Strike Level on the Termination Date) x Entitlement
The Early Termination Amount shall be converted in the Settlement Currency at the prevailing Exchange Rate, if an Exchange Rate is applicable, and rounded to the nearest four decimal places in the Settlement Currency, 0.00005 being rounded upwards
Where:
“Early Termination Reference Price” means, subject to any adjustment in accordance with Product Condition 4, an amount as determined by or on behalf of the Calculation Agent to be the lowest price of the Share on the Termination Date; and
“Termination Date” means the date on which the Early Termination
Event occurs in the determination of the Calculation Agent Early Termination Date: Not Applicable
Early Termination
Event:
Occurs if, in the determination of the Calculation Agent and subject to
any adjustment in accordance with Product Condition 4, the Reference Price is on any Trading Day from (and including) the Listing Date to (and excluding) the Valuation Date, (other than a time at which there is a Market Disruption Event), equal to or lower than the Current Barrier Level.
Where:
“Reference Price” means the price of the Share (“Prezzo di Riferimento” as defined by the regulations of the Exchange) on a Trading Day, as determined by or on behalf of the Calculation Agent without regard to any subsequently published correction or (if, in the determination of the Calculation Agent, no such price can be determined and no Market Disruption Event has occurred and is continuing) an amount determined by the Calculation Agent as its good faith estimate of the price of the Share on such date having regard to the then prevailing market conditions, the last reported trading price of the Share on the Exchange and such other factors as the Calculation Agent determines relevant
Entitlement: 0.1
Exchange: Italian Stock Exchange
Exchange Business Day: Any day that is (or but for the occurrence of a Market Disruption Event would have been) a trading day on the Exchange, other than a day on which trading on the Exchange is scheduled to close prior to its regular weekday closing time
Exercise Date: 15 December 2008
Express Long: Applicable
Express Short: Not Applicable
Final Reference Price: The Reference Price on the Valuation Date Funding Cost: As stated in Product Condition 1
Initial Reference Price: Not Applicable Interest: Not Applicable
Interest Amount: Not Applicable Interest Payment Dates: Not Applicable Interest Rate: Not Applicable
Interest Rate Day Count Fraction:
Not Applicable
Launch Date: 12 February 2007
Notional Dividend Amount:
Notional Dividend Period:
Applicable
As stated in Product Condition 1
Pricing Date(s): Not Applicable