AVVISO n.15671 31 Agosto 2012 SeDeX - LEV. CERTIFICATES
AVVISO n.15671 | 31 Agosto 2012 | SeDeX - LEV. CERTIFICATES |
Mittente del comunicato : Borsa Italiana
Societa' oggetto dell'Avviso
: Societe Generale Effekten
Testo del comunicato
Oggetto : Inizio negoziazione 'Leverage Certificates' 'Societe Generale Effekten '
Si veda allegato.
Disposizioni della Borsa
Strumenti finanziari: SG FTSE MIB +5x daily leverage Certificates e
SG FTSE MIB -5x daily leverage Certificates
Emittente: Societe Generale Effekten
Garante: Société Générale S.A.
Oggetto: INIZIO NEGOZIAZIONI IN BORSA
Data di inizio negoziazioni: 03/09/2012
Mercato di quotazione: Borsa - Comparto SEDEX, “Leverage Certificates”
Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dall’art.
IA.7.3.1 delle Istruzioni
Operatore incaricato ad
assolvere l’impegno di quotazione: Société Générale S.A.
Member ID Specialist: IT0667
Limiti di variazione prezzi: a) limite massimo di variazione del prezzo delle
proposte rispetto al prezzo statico: ± 50%
b) limite massimo di variazione dei prezzi dei contratti rispetto al prezzo statico: ± 20%
c) limite massimo di variazione dei prezzi dei contratti rispetto al prezzo dinamico: ± 7,5%
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
SG FTSE MIB +5x daily leverage Certificates e SG FTSE MIB -5x daily leverage Certificates
Tipo di liquidazione: monetaria
Modalità di esercizio: europeo Data di rilevazione per la
determinazione dell’importo
di liquidazione a scadenza: poiché la data di rilevazione finale per la
determinazione dell’importo di liquidazione è fissata in anticipo rispetto la data di scadenza si applica l’art. IA.2.9.6 comma 2 delle Istruzioni al Regolamento dei Mercati Organizzati e Gestiti da Borsa.
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 03/09/2012, gli strumenti finanziari "SG FTSE MIB +5x daily leverage Certificates e SG FTSE MIB -5x daily leverage Certificates" (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale,
sezione Securitised Derivatives.
Allegati:
- Scheda riepilogativa delle caratteristiche dei securitised derivatives;
- Estratto del prospetto di quotazione dei securitised derivatives.
Num. Serie | Codice Isin | Trading Code | Instrument Id | Descrizione | Sottostante | Tipologia | Data Scadenza | Parità | Quantità | Lotto EMS Commissione Negoziazione % | ||
1 | IT0006723263 | S13435 | 737574 | SGEFTM5DLSLEVAFISSAE260517 | 5x Daily Leveraged RT Net-of-Tax (Lux) FTSE MIB TR Index | Bull | 26/05/17 | 0,004 | 750000 | 1000 | 1000 | 0,4 |
2 | IT0006723271 | S13436 | 737575 | SGEFTM5DSSLEVAFISSAE260517 | 5x Daily Short Strategy RT FTSE MIB Gross TR Index | Bear | 26/05/17 | 0,004 | 750000 | 1000 | 1000 | 0,4 |
APPLICABLE FINAL TERMS
Dated 30 July 2012
Issued by
SOCIÉTÉ GÉNÉRALE EFFEKTEN GMBH
acting in its own name but for the account of Société Générale
These Final Terms apply to the following series of Certificates (each a “Series” and collectively the “Series”)
ISIN Code | Aggregate Number of Certificates | Aggregate Principal Amount | Series Number | Tranche Number |
IT0006723263 | 750,000 | 16,260,000.00 EUR | DE3867/12.5 | 1 |
IT0006723271 | 750,000 | 28,785,000.00 EUR | DE3868/12.5 | 1 |
Unconditionally and irrevocably guaranteed by Société Générale under the € 30,000,000,000 Debt Issuance Programme
PART A – CONTRACTUAL TERMS
Unless stated otherwise herein, capitalised terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth under the heading “Terms and Conditions of the Italian Certificates” (the “Conditions”) in the Base Prospectus dated 19 June 2012 (the Base Prospectus) (which (as supplemented by the supplement dated 27 June 2012 (the Supplement)) constitutes a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the Prospectus Directive) as amended (which includes the amendments made by Directive 2010/73/EU (the 2010 PD Amending Directive) to the extent that such amendments have been implemented in a Member State)). This document constitutes the final terms (the Final Terms) of the Certificates (the Certificates) described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with this Base Prospectus and any Supplement; provided, however, that to the extent such Supplement (i) is published after these Final Terms have been signed and (ii) provides for any change(s) to the Conditions as set out under the heading “Terms and Conditions of the Italian Certificates”, such change(s) shall have no effect with respect the Conditions of the Certificates to which these Final Terms relate. Full information on the Issuer, the Guarantor and the offer of the Certificates is only available on the basis of the combination of these Final Terms and the Base Prospectus. Prior to acquiring an interest in the Certificates described herein, prospective investors should read and understand the information provided in the Base Prospectus and any Supplement(s) and be aware of the restrictions applicable to the offer and sale of such Certificates in the United States or to, or for the account or benefit of, U.S. persons. The Base Prospectus, any Supplement(s) and these Final Terms are available for viewing at Société Générale, Frankfurt am Main branch, Xxxx Xxxxxxx Xxxxxxx 00-00, 00000 Xxxxxxxxx xx Xxxx, Xxxxxxx and xxxx://xxxxxxxxxx.xxxxxx.xxx and copies may be obtained free of charge from this address.
The provisions of the Technical Annex apply to these Final Terms and such documents shall be read together.
The terms of these Final Terms complete and vary the Conditions of the Certificates set out in the Base Prospectus. The Conditions so completed or varied together with the relevant provisions of these Final Terms will form the Conditions applicable to this Series of Certificates (the Completed Conditions).
Application will be made to list the Certificates on the Italian Stock Exchange and admit to trading the Certificates on the electronic "Securitised Derivatives Market" (the "SeDeX"), organised and managed by Borsa Italiana S.p.A..
The information included herein with respect to indices and/or formulas comprising, based on or referring to variations in the prices of one or more shares in companies, any other equity or non-equity securities, indices, currencies or currency exchange rates, interest rates, dividends, credit risks, fund units, shares in investment companies, term deposits, life insurance contracts, loans, commodities or bond or futures contracts, unit linked features (accounting units) or the occurrence or not of certain events not linked to the Issuer or the Guarantor or a basket thereof or any combination thereof to which the Certificates are linked (the Underlyings) consists only of extracts from, or summaries of, publicly available information. The Issuer and the Guarantor accept responsibility that such information has been correctly extracted or summarized. No further or other responsibility in respect of such information is accepted by the Issuer and the Guarantor. In particular, the Issuer and the Guarantor and the Dealer accept no responsibility in respect of the accuracy or completeness of the information set forth herein concerning the Underlyings of the Certificates or that there has not occurred any event which would affect the accuracy or completeness of such information.
No person has been authorized to give any information or to make any representation other than those contained in these Final Terms in connection with the issue or sale of the Certificates and, if given or made, such information or representation must not be relied upon as having been authorized by or on behalf of the Issuer or the Guarantor. The delivery of these Final Terms at any time does not imply that the information in it is correct as any time subsequent to this date.
The purchase of the Certificates issued under the Programme is associated with certain risks. Each prospective investor in Certificates must ensure that the complexity and risks inherent in the Certificates are suitable for its investment objectives and are appropriate for itself or the size, nature and condition of its business, as the case may be. No person should deal in the Certificates unless that person understands the nature of the relevant transaction and the extent of that person's exposure to potential loss. Each prospective purchaser of Certificates should consider carefully whether the Certificates are suitable for it in the light of its circumstances and financial position.
The investor should only invest in the Certificates if it is able to understand the Terms and Conditions. All investors should be versed in respect of the Certificates and should particularly understand and comprehend the yield of the Certificates (Leistungsversprechen) promised by the Issuer and the Guarantor in its entirety. If this is not the case, an investment in the Certificates is not advised.
Prospective investors in Certificates should consult their own legal, tax, accountancy and other professional advisers to assist them in determining the suitability of the Certificates for them as an investment.
Under normal market conditions, Société Générale will organise a secondary market in respect of the Certificates.
1. (i) Issuer: Société Générale Effekten GmbH
(ii) Guarantor: Société Générale
2. (i) Series Number: See Table in paragraph 40
(ii) Tranche Number: Tranche 1, in respect of each Series
3. Specified Currency or Currencies: EUR, in respect of each Series
4. Aggregate Number of Securities:
(i) Tranche: See Table in paragraph 40
(ii) Series: See Table in paragraph 40
5. Issue Price: See Table in paragraph 40
6. Specified Denomination(s): See Table in paragraph 40
7. Issue Date: 16/05/2012
8. Final Exercise Date: 26/05/2017
9. Final Exercise/Payment Basis: See paragraphs 17 to 22 below
10. Change of Final Exercise/Payment Basis: Not Applicable
11. Call/Put Options: See paragraphs 18 to 19 below
12. Status of the Certificates: Unsubordinated
13. Method of distribution: Non-syndicated
PROVISIONS RELATING TO INTERIM PAYMENT[S] (IF ANY)
14. Fixed Amount Provisions: Not Applicable
15. Interim Amount Provisions: Not Applicable
16. Dual Currency Certificate Provisions: Not Applicable
PROVISIONS RELATING TO PHYSICAL DELIVERY
17. Physical Delivery Certificate Provisions: Not Applicable
PROVISIONS RELATING TO EXERCISE
18. Exercise at the option of the Issuer (other than for Tax Reasons, if applicable):
Applicable
(i) Optional Exercise Date(s)
Any Business Day between the 180th calendar day following the Issue Date (excluded) and the Final Valuation Date (excluded), selected by the Issuer to terminate its obligations under the
Certificates, after having given to the Holders, at least, a 90 calendar days' Notice.
Unless previously redeemed or purchased or
(ii) | Optional Exercise Amount(s) of each | cancelled, if the Issuer decides to terminate on the | |
Certificate and method, if any, of calculation of | Optional Exercise Date its obligations under the | ||
such amount(s) | Certificates, each Certificate entitles the Holder to receive on the Early Settlement Date the Optional Exercise Amount in accordance with the following provisions: | ||
MAX [Multiplier x Parity x ValueE - X - XX; 0 ] | |||
(xxx) | If exercisable in part | ||
(a) | Minimun Exercise Amount | Not Applicable | |
(b) | Maximum Exercise Amount | Not Applicable | |
(iv) | Notice Period | At least 90 calendar days |
19. Exercise at the option of the Holders: Applicable
(i) Put Exercise Date(s) The 30th calendar day following the Business Day on which a duly completed Exercise Notice is received by the Paying Agent and the Calculation Agent, subject to the delivery of relevant Certificates to the Paying Agent.
(ii) Put Exercise Amount(s) of each Certificate and method, if any, of calculation of such amount(s)
The exercise by the Holders can be performed on any Business Day between the Issue Date (excluded) and the 30th calendar day before the Final Valuation Date (excluded) or the day on which the Issuer publishes the Notice notifying the Optional Exercise Date (excluded). In order to perform the Exercise, the Holders must send by FAX a duly completed Exercise Notice, in the form of the Annex 2 hereto, to the Paying Agent and to the Calculation Agent. The Exercise Notice shall be considered valid only after the delivery of the relevant Certificates by the Holder to the Paying Agent. The minimum number of Certificates exercisable is 1,000 (one thousand) Certificates or an integral multiple.
Unless previously redeemed or purchased or cancelled, in case of exercise of the Certificates by any Holder, in respect of the Certificates held by the relevant Holder, each Certificate entitles the Holder to receive on the Early Settlement Date the Put Exercise Amount in accordance with the following provisions:
MAX [Multiplier x Parity x ValueE - C - GC; 0 ]
(iii) Notice Period 30 calendar days following the Business Day on which a duly completed Exercise Notice is received by the Paying Agent and the Calculation Agent, subject to the delivery of relevant Certificates to the Paying Agent.
20. Final Exercise Amount: See the Schedule
(i) Underlying: See the Schedule
(ii) Initial Closing Price: Not Applicable
(iii) Final Closing Price: See the Schedule
(iv) Multiplier: See the Schedule
(v) Final Exercise Amount: See the Schedule
(vi) Valuation Date(s): See the Schedule
(vii) Index/Formula: See the Schedule
(viii) Calculation Agent responsible for calculating
the Final Exercise Amount (if not the Agent): Société Générale
(ix) Provisions for determining the Final Exercise Amount where calculation by reference to Index and/or Formula is impossible or impracticable:
As provided in the Technical Annex
(x) Automatic Exercise at Final Exercise Date: Applicable
(xi) Waiver of Automatic Exercise at Final
Exercise Date: By Notice Date, as specified in Condition 5 (g)
(xii) Minimum Trading Lot: As specified in Condition 5 (g) and in accordance with the Listing Rules of Borsa Italiana S.p.A., if applicable.
(xiii) Final Valuation Date: 5th Exchange Business Day (according to Italian Stock Exchange calendar) before Final Exercise Date
(xiv) Final Payment Date: Final Exercise Date
21. Final Exercise Date:
(i) Specified Final Exercise Date
(ii) Exercise Month
See Table in paragraph 40 Not Applicable
22. Early Exercise Amount(s) payable on exercise due to
Tax Reasons or due to an Event of Default and/or the method of calculating the same (if required or if
different from that set out in the Conditions): Market Value
23. Credit Linked Certificate Provisions: Not Applicable
PROVISIONS RELATING TO KNOCK-IN/-OUT EVENTS
24. Knock-In/-Out Event(s): Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE CERTIFICATES
25. Form of Certificates: Permanent Global Certificate, which will be deposited in the central clearing system managed by Monte Titoli S.p.A.
The Certificates will be held in dematerialised form in accordance with Italian laws and regulations.
26. Payments on Temporary Global Certificates Restricted:
Not Applicable
27. "Payment Business Day" election: Following Payment Business Day
28. Financial Centre(s): Not Applicable
29. Redenomination: Not Applicable
OTHER FINAL TERMS
30. Other final terms: Not Applicable
NOTICES
31. Means of publication : xxxx://xxxxxxxxxx.xxxxxx.xxx
32. Clearing System Delivery Period :
Not Applicable
PLAN OF DISTRIBUTION AND ALLOTMENT
33. Notification Process for allotted amount:
34. Tranche reserved to one of the countries where the
Not Applicable
Offer is made: Not Applicable
PLACING AND UNDERWRITING
35. (i) If syndicated, names and addresses and
underwriting commitments of Managers:
Not Applicable
(ii) Date of Subscription Agreement: Not Applicable
(iii) Stabilising Manager (if any): Not Applicable
36. If non-syndicated, name of the relevant Dealer: Société Générale
Tours Xxxxxxx Xxxxxxxx 00, Xxxxx Xxxxx
00000 Xxxxx-Xx Défense Cedex 7
37. Total commission and concession: There is no commission and/or concession paid
by the Issuer to the Dealer
38. Whether TEFRA D or TEFRA C rules applicable or TEFRA rules not applicable:
Not Applicable
39. Additional selling restrictions: Not Applicable
40. Table: Applicable (see the table below)
GOVERNING LAW
41. Governing Law: The Certificates and any non-contractual obligations arising out of or in connection with the Certificates will be governed by, and shall be construed in accordance with, German law.
The Guarantee and any non-contractual obligations arising out of or in connection with the Guarantee will be governed by, and shall be construed in accordance with, French law.
Conformed Copy
Table of Paragraph 40
ISIN | CED Code | Series | Tranche | Final Exercise Date | Issue Price | Specified Denomination | Aggregate Number of Securities | Aggregate Principal Amount of Tranche | Underlying |
IT0006723263 | S13435 | DE3867/12.5 | 1 | 26/05/2017 | 21.68 EUR | 21.68 EUR | 750,000 | 16,260,000.00 EUR | 5x Daily Leveraged RT FTSE MIB Net-of-Tax (Lux) TR Index |
IT0006723271 | S13436 | DE3868/12.5 | 1 | 26/05/2017 | 38.38 EUR | 38.38 EUR | 750,000 | 28,785,000.00 EUR | 5x Daily Short Strategy RT FTSE MIB Gross TR Index |
- 8 -
PURPOSE OF FINAL TERMS
These Final Terms comprise the final terms required for the issue of the Certificates and listing on the Italian Exchange for admission to trading on the electronic Securitized Derivatives Market (SeDeX), organized and managed by Borsa Italiana X.xX., described herein by Société Générale Effekten GmbH pursuant to its
€ 30,000,000,000 Debt Issuance Programme for which purpose they are hereby submitted.
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms under § 5 Sec.
(4) German Securities Prospectus Act (Wertpapierprospektgesetz).
Information or summaries of information included herein with respect to the Underlying(s) has been extracted or obtained, as the case may be, from general databases released publicly or by any other available information. The Issuer and the Guarantor declare that, to the best of their knowledge, the information contained in these Final Terms is accurate and does not contain any material omissions.
Signed on behalf of the Issuer: Signed on behalf of the Guarantor:
By: Xxxxx XXXXXX By: Xxxxx XXXXXX
Duly authorized Duly authorized
By: Xxxxxx XXXX By: Xxxxxx XXXX
Duly authorized Duly authorized
PART B – OTHER INFORMATION
1. LISTING AND ADMISSION TO TRADING
(i) Listing: Application will be made to list the Certificates on the Italian Exchange.
(ii) Admission to trading: Application will be made to admit the Certificates for trading on
the electronic "Securitised Derivatives Market" (the "SeDeX"), organised and managed by Borsa Italiana S.p.A. Société Générale will act as Specialist for the Certificates, in accordance with the rules and regulations of SeDeX.
2. RATINGS
Ratings: The Certificates to be issued have not been rated.
3. NOTIFICATION
The Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin), Germany, has provided the Commissione Nazionale per le Società e la Borsa (CONSOB), Italy with a certificate of approval attesting that the Base Prospectus and the Supplement have been drawn up in accordance with the Prospectus Directive.
4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Dealer(s) so far as the Issuer is aware, no person involved in the issue of the Certificates has an interest material to the offer.
The Issuer and Société Générale expect to enter into hedging transactions in order to hedge the Issuer's obligations under the Certificates. Should any conflicts of interest arise between (i) the responsibilities of Société Générale as Calculation Agent for the Certificates and (ii) the responsibilities of Société Générale as counterparty to the above mentioned hedging transactions, the Issuer and Société Générale hereby represent that such conflicts of interest will be resolved in a manner which respects the interests of the Holders.
5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the offer: See "Use of Proceeds" wording in Base Prospectus
(ii) Estimated net proceeds: Not Applicable
(iii) Estimated total expenses: Not Applicable
(iv) Taxes and other expenses: Taxes charged in connection with the subscription, transfer,
purchase or holding of the Certificates must be paid by the Holders and neither the Issuer nor the Guarantor shall have any obligation in relation thereto; in that respect, Holders shall consult professional tax advisers to determine the tax regime applicable to their own situation. Other expenses that may be charged to the Holders, inter alia by Distributors, in relation to the subscription, transfer, purchase or holding of the Certificates, cannot be assessed or influenced by the Issuer or the Guarantor and are usually based on the relevant intermediary's business conditions.
6. PERFORMANCE OF UNDERLYING, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING
Under these Certificates, the Holders will not receive any interim amount during the term of the Certificates. At maturity, the Holders are entitled to receive an amount totally linked to the performance of the Underlying(s).
The return of these Certificates is linked to the performances of the Underlying(s) as calculated on the Final Valuation Date. Under these Certificates, at maturity, the Holders may not receive the amount initially invested. Holders are entitled to receive a Final Exercise Amount which may, in case of an adverse evolution of the Underlying(s) during the term of the Certificates, be significantly lower than the amount per Certificate initially invested up to a total loss.
7. PERFORMANCE OF RATE[S] OF EXCHANGE AND EXPLANATION OF EFFECT ON VALUE OF INVESTMENT (Dual Currency Notes only)
Not Applicable
8. OPERATIONAL INFORMATION
(i) ISIN Code: See Table in paragraph 40 of Part A – Contractual Terms
(ii) Common Code: Not Applicable
(iii) Clearing System(s): Monte Titoli S.p.A, Xxxxxx Xxxxxx, 0, 00000 Xxxxxx (XX), Xxxxx
9. Delivery: Delivery against payment
10. Name(s) and address(es) of Additional Paying Agent(s) and Settlement Agent (if any):
BNP Paribas Securities Services, Milan Xxx Xxxxxxxx, 0
00000 Xxxxxx – Italy
11. Address and contact details of Société Générale for all administrative communications relating to the Certificates:
Société Générale 00, xxxxx Xxxxx
00000 Xxxxx Xx Xxxxxxx Xxxxx Xxxxxx
Telephone: x00 0 00 00 00 00 (Hotline)
Facsimile: x00 0 00 00 00 00
Attention: Equity Derivatives - Client Services Mail: xxxxxxxxxxxxx-xxxx@xxxxx.xxx
12. PUBLIC OFFERS
Not Applicable
Post-issuance information: The Issuer does not intend to provide any post-issuance information in relation to any assets underlying issues of Certificates constituting derivative securities.
SCHEDULE
(This Schedule forms part of the Final Terms to which it is attached)
Part 1
1. (i) Issuer Société Générale Effekten GmbH
(ii) Guarantor Société Générale
3. Specified Currency or Currencies EUR, in respect of each Series
4. Aggregate Number of Securities
(i) Tranche See Table in paragraph 40 of Part A – Contractual Terms
(ii) Series See Table in paragraph 40 of Part A – Contractual Terms
5. Issue Price See Table in paragraph 40 of Part A – Contractual Terms
6. Specified Denomination(s) See Table in paragraph 40 of Part A – Contractual Terms
7. Issue Date 16/05/2012
8. Final Exercise Date 26/05/2017
1.(i)
Part B
Listing Application will be made to list the Certificates on the Italian Stock Exchange and to admit the Certificates for trading on the electronic "Securitised Derivatives Market" (the "SeDeX"), organised and managed by Borsa Italiana S.p.A
18. Exercise at the option of the Issuer (other than for Tax Reasons, as specified in Condition 5 (b), if applicable):
(i) Optional Exercise Date(s)
Applicable
Any Business Day between the 180th calendar day following the Issue Date (excluded) and the Final Valuation Date (excluded), selected by the Issuer to terminate its obligations under the Certificates, after having given to the Holders, at least, a 90 calendar days' Notice.
(ii) Optional Exercise Amount(s) of each Certificate and method, if any, of calculation of such amount(s)
Unless previously redeemed or purchased or cancelled, if the Issuer decides to terminate on the Optional Exercise Date its obligations under the Certificates, each Certificate entitles the Holder to receive on the Early Settlement Date the Optional Exercise Amount in accordance with the following provisions:
MAX [Multiplier x Parity x ValueE - X - XX; 0 ]
(xxx) If exercisable in part
(a) Minimun Exercise Amount Not Applicable
(b) Maximum Exercise Amount Not Applicable
(iv) Notice Period At least 90 calendar days
19. Exercise at the option of the Holders: Applicable
(i) Put Exercise Date(s) The 30th calendar day following the Business Day on which a
xxxx completed Exercise Notice is received by the Paying Agent and the Calculation Agent, subject to the delivery of relevant Certificates to the Paying Agent.
The exercise by the Holders can be performed on any Business day between the Issue Date (excluded) and the 30th calendar days before Final Valuation Date (excluded) or the day on which the Issuer publishes the Notice notifying the Optional Exercise Date (excluded). In order to perform the Exercise, the Holders must send by FAX a duly completed Exercise Notice, in the form of the Annex 2 hereto, to the Paying Agent and to the Calculation Agent. The Exercise Notice shall be considered valid only after the delivery of relevant Certificates to the Paying Agent. The minimum number of Certificates exercisable is 1,000 (one thousand) Certificates or an integral multiple.
(ii) Put Exercise Amount(s) of each Certificate and method, if any, of calculation of such amount(s)
Unless previously redeemed or purchased or cancelled, in case of exercise of the Certificates by any Holders, in respect of the Certificates held by the relevant Holder, each Certificate entitles the Holder to receive on the Early Settlement Date the Put Exercise Amount in accordance with the following provisions:
MAX [Multiplier x Parity x ValueE - C - GC; 0 ]
(iii) Notice Period 30 calendar days following the Business Day on which a duly
completed Exercise Notice is received by the Paying Agent and the Calculation Agent, subject to the delivery of relevant Certificates to the Paying Agent.
20. Final Exercise Amount Index Linked
(i) Underlying: See in Part 2 – Definitions below
(ii) Initial Closing Price: Not Applicable
(iii) Final Closing Price: Means Closing Price of the Underlying on the Final Valuation Date in the Part 2 Definitions
(iv) Multiplier: 0.004
(v) Final Exercise Amount: See subparagraph (vii) below
(vi) Valuation Date: See in Part 2 - Definitions below
(vii) Index/Formula: Unless previously redeemed or purchased or cancelled the Issuer shall redeem the Certificates on Final Exercise Date in accordance with the following provisions in respect of each Certificate:
MAX [Multiplier x Parity x XxxxxXxxxx - X - XX; 0 ]
(xxxx) Calculation Agent responsible for calculating the Final Exercise Amount (if not the Agent):
As provided in the Technical Annex
(ix) Provisions for determining the Final Exercise Amount where calculation by reference to Index and/or Formula is impossible or impracticable:
As provided in the Technical Annex
(x) Automatic Exercise at Final Exercise Date:
Applicable
(xi) Waiver of Automatic Exercise at Final Exercise Date:
By Notice Date, as specified in Condition 5 (g)
(xii) Minimum Trading Lot:
1 Certificate as specified in the Terms and Conditions in accordance with the Listing Rules of Borsa Italiana S.p.A., if applicable.
(xiii) Final Valuation Date: 5th Exchange Business Day (according to Italian Stock
Exchange calendar) before Final Exercise Date
(xiv) Final Payment Date: Final Exercise Date
30. Other final terms Not Applicable .
Part 2 (Definitions)
Terms used in the formulae above are described in this Part 2.
Final Valuation Date 5th Exchange Business Day (according to Italian Stock Exchange calendar) before Final Exercise Date
Early Settlement Date The sixth Business Day following the applicable Early Valuation Date.
Early Valuation Date The Optional Exercise Date on which the Certificates are exercised by the Issuer or any Put Exercise Date on which the
Certificates are exercised by any Holders, as the case may be.
Underlying The following Indices as defined below:
Index Name | Bloomberg codes | Index Sponsor | Web Site* |
5x Daily Leveraged RT FTSE MIB Net-of-Tax (Lux) TR Index | FMIBL5X | FTSE | |
5x Daily Short Strategy RT FTSE MIB Gross TR Index | FMIBI5X | FTSE |
*The information relating to the past and future performances of any Underlying are available on the website of the Company or of the Index Sponsor, as applicable, and the volatility can be obtained, upon request, at the specified office of Société Générale (see in address and contact details of Société Générale for all administrative communications relating to the Certificates).
Closing Price For Shares or Indices, as defined in Part 1 of the Equity Technical Annex.
ValueFinal Closing Price of the Underlying on Final Valuation Date or Closing Price of the Underlying on the immediately following Exchange Business Day if on the Final Valuation Date there’s no closing auction on the FTSE MIB Index shares.
ValueE Closing Price of the Underlying on Early Valuation Date or Closing Price of the Underlying on the immediately following Exchange Business Day if on the Early Valuation Date there’s no closing auction on the FTSE MIB Index shares.
Parity The parity is initially equal to 1.
The Calculation Agent will adjust the Parity in equitable discretion with the purpose to maintain on the same levels the ratio between the performance of the Certificates and the performance of the Underlying Index. Such adjustment will be made on any Exchange Business Day(j) (selected by the Calculation Agent at its own discretion) on, if there is no closing auction on the FTSE MIB Index shares on such Exchange Business Day, on the immediately following Exchange Business Day, according to the following formula :
new Parity = former Parity× Multiplier ×VALUEj − C j − GC j
Multiplier ×VALUE j
The adjusted level will be published on the website xxx.xxxxxxxx.xx
where :
VALUEj means the closing price of the Index on the Exchange Business Day(j).
Cj means the sum of Commissions calculated between the Issue Date (included) or, when the Parity has been adjusted, between the date of the last change of Parity (excluded) and the Exchange Business Day(j) (included).
GCj means the sum of Gap Commissions calculated between the Issue Date (included) or, when the Parity has been adjusted, between the date of the last change of Parity (excluded) and the Exchange Business Day(j) (included).
Commissions or C The sum of commissions calculated on each calendar day between the Issue Date (included) or, when the Parity has been adjusted, between the date of the last change of Parity (excluded) and the Final Valuation Date (included) or, when applicable, the Early Valuation Date (included). On each calendar day, the commission will be equal to CRt multiplied by the Intrinsic Value of the Certificate calculated in Euro.
where :
Commission Rate or CRt means the commission rate on each calendar day(t). The current level will be defined by the Calculation Agent and published on the website xxx.xxxxxxxx.xx with a maximum annualized rate of 0.40%.
Intrinsic Value means the intrinsic value on each calendar day(t) which will be equal to :
MAX{Multiplier × Parity × VALUEt −Ct−1 − GCt −1 ; 0}
with:
VALUEt means the last known closing price of the Index on each calendar day(t).
Ct-1 means the sum of Commissions calculated between the Issue Date (included) or, when the Parity has been adjusted, between the date of the last change of Parity (excluded) and the calendar day(t-1) (included).
GCt-1 means the sum of Gap Commissions calculated between the Issue Date (included) or, when the Parity has been adjusted, between the date of the last change of Parity (excluded) and the calendar day(t-1) (included).
Gap Commissions or GC The sum of gap commissions calculated on each calendar day between the Issue Date (included) or, when the Parity has been adjusted, between the date of the last change of Parity (excluded) and the Final Valuation Date (included) or, when applicable, the Early Valuation Date (included). Each calendar day(t), the gap commission will be equal to :
1
365
with:
× Multiplier × Parity ×GAPt ×VALUEt
GAPt means the gap cost each calendar day(t) as calculated by the Calculation Agent. The gap cost results from the cost to cover the risk of extreme market movements.The current level will be defined by the Calculation Agent and published on the website xxx.xxxxxxxx.xx
Exchange Business Day As defined in the Technical Annex
Exchange The Italian Exchange
Related Exchange The Italian Derivatives Market
Part 3: Information relating to the Underlying
Information or summaries of information included herein with respect to the Underlying (s) has been extracted or obtained, as the case may be, from general databases released publicly or by any other available information. Each of the Issuer and the Guarantor confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published, no facts have been omitted which would render the reproduced information, inaccurate or misleading.
Part 4: Additional Information
Location where the Prospectus and the Final Terms can be collected or inspected free of charge in Italy:
Société Générale,
Xxx Xxxxx x.0, 00000 Xxxxxx Xxxxx
and on the following website : xxxx://xxxxxxxxxx.xxxxxx.xxx
This certificate is not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE") or by The London Stock Exchange Plc (the "Exchange") or by The Financial Times Limited ("FT") (together the “Licensors Parties”) and none of the Licensor Parties make any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the “5x Daily Leveraged RT FTSE MIB Net-of-Tax (Lux) TR Index” and the “5x Daily Short Strategy RT FTSE MIB Gross TR Index” ("the Indices") and/or the figure at which the said Indices stands at any particular time on any particular day or otherwise. The Indices are calculated by FTSE. None of the Licensor Parties shall be liable (whether in negligence or otherwise) to any person for any error in the Indices and none of the Licensor Parties shall be under any obligation to advise any person of any error therein.”
“FTSE®”, “FT-SE®”, Footsie®”, “FTSE4Good®” and ”techMARK®” are trademarks of the Exchange Plc and the FT and are used by FTSE under licence. ”All-World”, “All-World®”, “All-Share®” and “All-Small®” are trademarks of FTSE.
Part 5: Additional Risk factors
Not Applicable
ANNEX 1
FORM OF WAIVER NOTICE
From : [name and address of the Holder]
To : Agent and Calculation Agent – Société Générale
Copy to : BNP PARIBAS Securities Services (Additional Paying Agent)
Issue of the following Series of Certificates
ISIN | Aggregate Number of Securities | Aggregate Principal Amount of Tranche | Series | Tranche | Final Exercise Date |
IT0006723263 | 750,000 | 16,260,000.00 EUR | DE3867/12.5 | 1 | 26/05/2017 |
IT0006723271 | 750,000 | 28,785,000.00 EUR | DE3868/12.5 | 1 | 26/05/2017 |
Issued by
SOCIÉTÉ GÉNÉRALE EFFEKTEN GMBH
acting in its own name but for the account of Société Générale
Unconditionally and irrevocably guaranteed by Société Générale under the € 30,000,000,000 Debt Issuance Programme
Words and expressions defined in the terms and conditions of the Certificates as set out in the Base Prospectus dated 19 June 2012 and any amendments or supplements thereto and the Final Terms dated 30/07/2012 (the "Conditions") relating to the present issue of Certificates shall have the same meanings where used herein (unless the context otherwise requires).
When completed, this Notice should be sent by the Holder to the Agent with a copy to the Calculation Agent and BNP PARIBAS Securities Services on the Notice Date prior to 10.00 a.m (Paris time).
For the purpose of this Notice, Notice Date means the first Business Day immediately following the last Valuation Date (as defined in these Final Terms) and “Business Day” means a day on which the Calculation Agent is open for business in Paris and commercial banks are open for general business in Milan.
If no instruction is received on the Notice Date or the Notice is received after 10.00 a.m. (Paris time) on the Notice Date, the Final Exercise Amount shall be redeemed automatically by the Issuer on the Final Exercise Date.
Any notice which is not duly completed in accordance with the Conditions shall be deemed to be null and void.
Delivery of Notice (whether in writing or by fax) shall constitute an irrevocable election and undertaking by the relevant Holder to waive the Final Exercise Amount.
AGENT and CALCULATION AGENT : Société Générale, Tour Société Générale – 00000 Xxxxx-Xx Défense. Attention : OPER/GED/BAC/COR/PRI/SPE
Swift: XXXXXXXXXXX
(with copy to the following fax n. 0033-1- 00 00 00 00)
and
BNP PARIBAS Securities Services - Succursale di Milano Tel. + 00 00 0000 0000
Fax + 00 00 0000 0000 Swift XXXXXXXXXXX Telex 042 210041
Name of the Holder :
Address of the Holder :
Phone number of the Holder :
Fax number of the Holder :
Contact name :
With this Notice we waive irrevocably the Final Exercise Amount as determined by the Calculation Agent in accordance with the provisions of the Conditions as defined above relating to the present issue of Certificates.
ISIN Code:
Account Number:
Market Member:
Series of Certificates:
Number of Certificates:
Address:
Signature of the Holder
ANNEX 2
FORM OF EXERCISE NOTICE
From : [name and address of the Holder]
To : Agent and Calculation Agent – Société Générale
Copy to : BNP PARIBAS Securities Services (Additional Paying Agent)
Issue of the following Series of Certificates
ISIN | Aggregate Number of Securities | Aggregate Principal Amount of Tranche | Series | Tranche | Final Exercise Date |
IT0006723263 | 750,000 | 16,260,000.00 EUR | DE3867/12.5 | 1 | 26/05/2017 |
IT0006723271 | 750,000 | 28,785,000.00 EUR | DE3868/12.5 | 1 | 26/05/2017 |
Issued by
SOCIÉTÉ GÉNÉRALE EFFEKTEN GMBH
acting in its own name but for the account of Société Générale
Unconditionally and irrevocably guaranteed by Société Générale under the € 30,000,000,000 Debt Issuance Programme
Words and expressions defined in the terms and conditions of the Certificates as set out in the Base Prospectus dated 19 June 2012 and any amendments or supplements thereto and the Final Terms dated 30/07/2012 (the "Conditions") relating to the present issue of Certificates shall have the same meanings where used herein (unless the context otherwise requires).
When completed, this Notice should be sent by fax by the Holder to the Agent with a copy to the Calculation Agent and BNP PARIBAS Securities Services in any Business Day between the Issue Date (excluded) and the 30th calendar days before Final Valuation Date (excluded) or the day on which the Issuer publishes the Notice notifying the Optional Exercise Date (excluded). The Exercise Notice shall be considered valid only after the delivery of relevant Certificates to the Paying Agent. The minimum number of Certificates exercisable is 1,000 (one thousand) Certificates or an integral multiple.
Delivery of Notice by fax shall constitute an irrevocable request of early exercise by the relevant Holder and so to receive the Put Exercise Amount, as defined in paragraphs 19 of these Final Terms.
Any notice which is not duly completed in accordance with the Conditions shall be deemed to be null and void.
AGENT and CALCULATION AGENT : Société Générale, Tour Société Générale – 00000 Xxxxx-Xx Défense. Attention : OPER/GED/BAC/COR/PRI/SPE
Swift: XXXXXXXXXXX
(with copy to the following fax n. 0033-1- 00 00 00 00)
and
BNP PARIBAS Securities Services - Succursale di Milano Tel. + 00 00 0000 0000
Fax + 00 00 0000 0000 Swift XXXXXXXXXXX Telex 042 210041
Name of the Holder :
Address of the Holder :
Phone number of the Holder :
Fax number of the Holder :
Contact name :
With this Notice we request the early exercise and the payment of Put Exercise Amount as determined by the Calculation Agent in accordance with paragraphs 19 of the Final Terms relating to the present issue of Certificates.
ISIN Code:
Account Number:
Market Member:
Series of Certificates:
Number of Certificates:
Address:
Signature of the Holder
Comunicazione livelli parametri definiti nei Final Terms
Con riferimento ai Certificate “SG FTSE MIB +5X DAILY LEVERAGE CERTIFICATE“ (Codice ISIN IT0006723263; Codice di Negoziazione S13435) e “SG FTSE MIB -5X DAILY SHORT CERTIFICATE“ (Codice ISIN
Distinti saluti Société Générale
TERMS AND CONDITIONS OF THE ITALIAN CERTIFICATES
The following, together with the Technical Annex (if applicable), are the Terms and Conditions (the Conditions) of the Italian Certificates to be issued under German law. The applicable Final Terms in relation to any Tranche of Italian Certificates may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with the following Conditions, complete the following and meet the purpose of such Italian Certificates.
The provisions of these Conditions apply to the Italian Certificates as completed in whole or in part, by the applicable Final Terms, which are attached hereto and which together with the Conditions will apply to the Italian Certificates to be issued under the Debt Issuance Programme and will be endorsed on, attached to or incorporated by reference into each Global Certificate.
Without prejudice to the foregoing paragraph, when the Certificates qualify as securities (the Securities) to be distributedin Italy, the term “Certificates” shall be deemed to be instead to “Italian Certificates” (the Italian Certificates, which expression shall include Italian Certificates to be listed for admission to trading on SeDeX and/or to be admitted to trading on other regulated or unregulated markets with similar listing requirements, the Italian Listed Certificates) in all applicable provisions
This Certificate is one of a Series (as defined below) of Certificates. Reference herein to the Issuer shall be references to Société Générale Effekten GmbH, as specified in the applicable Final Terms (as defined below) and in the case of any substitution of the Issuer in accordance with Condition 11, the Substitute Debtor as defined in Condition 11).
References herein to the Certificates shall be references to the Certificates of this Series and shall mean (i) in relation to any Certificate(s) represented by a global Certificate, units of each Specified Denomination in the Specified Currency of issue and (ii) any global Certificate in bearer form (a Global Certificate)
References herein to Holder in relation to any Certificates shall mean the holders of the Certificates and shall, in relation to any Certificates represented by a Global Certificate, be construed as provided below.
References herein to “Monte Titoli S.p.A.“ (as defined below) shall, whenever the context so permits, be deemed to include a reference to any additional or alternative clearing system specified in the applicable Final Terms and approved by the Issuer, the Guarantor, the Agent, and in the case of Certificates listed in the Italian Stock Exchange, the Italian Stock Exchange.
The final terms for this Certificate (or other relevant provisions thereof) are set out in Part A of the Final Terms that are endorsed on, attached to, incorporated by reference in, this Certificate and which complete these terms and conditions (the Conditions). The applicable final terms (or other relevant provisions thereof) complete these Conditions and may specify other terms and conditions which shall, to the extent so specified or to the extent inconsistent with these Conditions, replace or modify these Conditions for the purposes of this Certificate.
References herein to the applicable Final Terms are to Part A of the Final Terms (or other relevant provisions thereof) and, if applicable, the schedule to the applicable Final Terms (the Schedule), which applicable Final Terms are endorsed on, attached to, incorporated by reference in, this Certificate.
References herein to Tranche shall mean Certificates which are identical in all respects and references herein to Series shall mean a Tranche of Certificates together with any further Tranche or Tranches of Certificates which are (a) expressed to be consolidated and form a single Series and (b) identical in all respects except for their respective Issue Date and/or Issue Price.
References herein to Physical Delivery Certificates shall mean any Series of Certificates specified as such in the applicable Final Terms in respect of which an amount of principal and/or interim amount
is payable and/or (by reference to any underlying security or asset described in the applicable Final Terms (the Underlying Asset(s)) a physical delivery amount (the Physical Delivery Amount) (being the number of Underlying Asset(s) plus/minus any amount due to/from the Holder in respect of each Certificates) is deliverable and/or payable, in each case by reference to one or more Underlying Asset(s) as indicated in the applicable Final Terms.
In these Conditions, the Guarantor shall mean Société Générale in its capacity as guarantor pursuant to the Guarantee (as defined in Condition 2(b)) in respect of any Certificates issued by the Issuer. Accordingly, references herein to the Guarantor are applicable only in the context of such Certificates.
BASIC TERMS
CONDITION 1 - FORM, DENOMINATION, TITLE AND REDENOMINATION
The Certificates are issued in bearer form in the Specified Currency (the Specified Currency) in the Aggregate Number of Securities (the Aggregate Number of Securities), divided into Certificates in the Specified Denomination (the Specified Denomination) each, specified in the applicable Final Terms. Certificates of one Specified Denomination may not be exchanged for Certificates of another Specified Denomination.
The Certificates may be represented by a permanent global bearer Certificate (a Permanent Global Certificate) or initially represented by a temporary global bearer Certificate (a Temporary Global Certificate). The Temporary Global Certificate and/or the Permanent Global Certificate shall bear the manual or facsimile signatures of two duly authorised officers of the Issuer.
The Temporary Global Certificate and/or the Permanent Global Certificate will be deposited in the central clearing system managed by Monte Titoli S.p.A. (Monte Titoli, also referred to as the Clearing System). As better described below, the Certificates will be transferred in accordance with dematerialised securities regulations contained under the Italian legislative decree and subsequent implementing provisions.
The Temporary Global Certificate will be exchangeable, free of charge to the Holder, on or after its Exchange Date (as defined below), in whole or in part, upon certification as to non-U.S. beneficial ownership in the form set out in the Temporary Global Certificate for a Permanent Global Certificate (the Temporary Global Certificate and the Permanent Global Certificate, each a Global Certificate) without interest coupons.
For the purposes of this Condition:
Exchange Date means a day falling not earlier than forty (40) days after the date of issue of the Temporary Global Certificate.
The right of the Holders to require the issue and delivery of definitive Certificates is excluded.
The circulation of Certificates centralised with Monte Titoli will be made pursuant to the Italian legislative decree and subsequent implementing provisions.
The Certificates are freely transferable by way of book entries on the accounts registered on the settlement system of Monte Titoli.
In the case of Italian Listed Certificates, the Certificates may be transferred in lots at least equal to the Minimum Tradable Lot (as defined in Condition 5 (g) or multiplies thereof pursuant to the Listing Rules of Borsa Italiana S.p.A. and/or the rules of any other regulated or unregulated markets with similar listing requirements as specified in the applicable Final Terms in relation to each Series.
The Issuer may (if so specified in the applicable Final Terms), on any Fixed Amount Payment Date or Interim Payment Date as specified in the applicable Final Terms, without the consent of the Holders, in
accordance with Condition 12, and on or after the date on which the European Member State in whose national currency the Certificates are denominated has become a participating Member State in the third stage of the European Economic and Monetary Union (as provided in the Treaty on the Functioning of the European Union (the EU), as amended from time to time (the Treaty)) or events have occurred which have substantially the same effects (in either case, EMU), redenominate all, but not only some, of the Certificates of any Series into Euro and adjust the Aggregate Number of Securities and the Specified Denomination(s) set out hereon accordingly, as described above. The date on which such redenomination becomes effective shall be referred to in these Conditions as the Redenomination Date.
The redenomination of the Certificates pursuant to the above paragraph shall be made by converting the principal amount of each Certificate from the relevant national currency into Euro using the fixed relevant national currency Euro conversion rate established by the Council of the European Union pursuant to Article 140 of the Treaty and rounding the resultant figure to the nearest 0.01 Euro (with
0.005 Euro being rounded upwards), provided that, if the Issuer determines, with the agreement of the Agent that the then market practice in respect of the redenomination in euro of internationally offered securities is different from the provisions specified above, such provisions shall be deemed to be amended so as to comply with such market practice and the Issuer shall promptly notify the Holders, the stock exchange (if any) on which the Certificates may be listed and the Paying Agents of such deemed amendments.
If the Issuer so elects, the figure resulting from conversion of the principal amount of each Certificate using the fixed relevant national currency Euro conversion rate shall be rounded down to the nearest Euro. The Euro denominations of the Certificates so determined shall be notified to Holders in accordance with Condition 12. Any balance remaining from the redenomination with a denomination higher than 0.01 Euro shall be paid by way of cash adjustment rounded to the nearest 0.01 Euro (with
0.005 Euro being rounded upwards). Such cash adjustment will be payable in Euros on the Redenomination Date in the manner notified to Holders by the Issuer.
Upon redenomination of the Certificates, any reference hereon to the relevant national currency shall be construed as a reference to Euro.
Unless otherwise specified hereon, the Issuer may, with prior approval of the Agent, in connection with any redenomination pursuant to this Condition or any consolidation pursuant to Condition 14, without the consent of the Holders, make any changes or additions to these Conditions which it reasonably believes to be necessary or desirable to give effect to the provisions of this Condition or Condition 16 (including, without limitation, any change to any applicable business day definition, business day convention, principal financial centre of the country of the Specified Currency, interest accrual basis or benchmark), taking into account market practice in respect of redenominated euromarket debt obligations and which it believes are not prejudicial to the interests of the Holders. Any such changes or additions shall, in the absence of manifest error, be binding on and shall be notified to Holders in accordance with Condition 16 as soon as practicable thereafter.
Neither the Issuer nor any Paying Agent shall be liable to any Holder or other person for any commissions, costs, losses or expenses in relation to or resulting from the credit or transfer of Euro or any currency conversion or rounding effected in connection therewith.
CONDITION 2 - STATUS OF THE CERTIFICATES AND THE GUARANTEE
(a) Status of the Certificates
The obligations under the Certificates constitute direct, unconditional, unsubordinated and, subject to the Guarantee, unsecured limited recourse obligations of the Issuer and shall at all times rank pari passu and without any preference or priority among themselves.
The payment obligations of the Issuer under the Certificates (save for certain obligations preferred by mandatory provisions of statutory law) shall rank pari passu with all other unsecured obligations (other than subordinated obligations, if any) of the Issuer from time to time outstanding.
(b) Guarantee
The Guarantor has given an unconditional and irrevocable guarantee dated 19 June 2012 (the Guarantee) for the due and punctual payment of principal of, and interest on, and any other amounts expressed to be payable under the Certificates and/or the due and punctual physical delivery of securities deliverable under or in respect of the Certificates for the benefit of the Holders.
CONDITION 3 - INTERIM PAYMENT
(a) Fixed Amount(s)
Unless otherwise specified in the applicable Final Terms, each Certificate shall bear Fixed Amount(s) at a fixed specified percentage per annum per Specified Denomination as it shall be detailed in the applicable Final Terms and/or the Schedule thereto.
The Fixed Amount(s) shall be payable on the Fixed Amount Payment Date(s) specified in the applicable Final Terms.
Certificates may provide for a method of calculating Fixed Amount(s) which does not require any day count fraction as Fixed Amount(s) payable on each specified Fixed Amount Payment Date(s) is determined by applying a fixed specified percentage per Certificate of the Specified Denomination as it shall be detailed in the applicable Final Terms and/or the Schedule thereto.
For the purposes of this Condition 3(a):
Fixed Amount(s) means, in respect of each Certificate, the amount(s) specified as such in the applicable Final Terms, payable to the Holders of the Certificates on the relevant Fixed Amount Payment Date(s);
Fixed Amount Payment Date(s) means the date(s) specified as such in the applicable Final Terms.
(b) Interim Amount(s)
Unless otherwise specified in the applicable Final Terms, each Certificate shall bear Interim Amount(s) calculated by the Calculation Agent specified in, or determined in the manner specified in, the applicable Final Terms and/or the Schedule thereto.
The Interim Amount(s) shall be payable on the Interim Amount Payment Date(s) specified in the applicable Final Terms.
Certificates may provide for a method of calculating Interim Amount(s) which does or does not require any day count fraction as specified in the applicable Final Terms and/or the Schedule thereto.
For the purposes of this Condition 3(b):
Interim Amount(s) means, in respect of each Certificate, the amount(s) specified as such in the applicable Final Terms, payable to the Holders of the Certificates on the relevant Interim Amount Payment Date(s);
Interim Amount Payment Date(s) means the date(s) specified as such in the applicable Final Terms. For the purposes of this Condition 3:
Unless otherwise specified in the applicable Final Terms, each Certificate bears Fixed Amount(s) and/or Interim Amount(s), and such Fixed Amount(s) and/or Interim Amount(s) will be payable on the
Fixed Amount Payment Date(s) and/or the Interim Amount Payment Date(s); provided that (x) if there is no numerically corresponding day in the calendar month in which a Fixed Amount Payment Date and/or an Interim Amount Payment Date should occur or (y) if any Fixed Amount Payment Date and/or Interim Amount Payment Date would otherwise fall on a day which is not a Business Day, then, if the Business Day Convention specified is:
(A) the Following Business Day Convention, such Fixed Amount Payment Date and/or Interim Amount Payment Date (or other date) shall be postponed to the next day which is a Business Day; or
(B) the Modified Following Business Day Convention, such Fixed Amount Payment Date and/or Interim Amount Payment Date (or other date) shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Fixed Amount Payment Date and/or Interim Amount Payment Date (or other date) shall be brought forward to the immediately preceding Business Day; or
(C) the Preceding Business Day Convention, such Fixed Amount Payment Date and/or Interim Amount Payment Date (or other date) shall be brought forward to the immediately preceding Business Day,
Otherwise, the applicable Final Terms will specify if other Business Day Convention is applicable in respect of the Certificates.
Business Day means (unless otherwise stated in the applicable Final Terms) a day which is both:
a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in all relevant additional financial centre(s) and
either (x) in relation to any sum payable in a Specified Currency other than euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre(s) of the country of the relevant Specified Currency or (y) in relation to any sum payable in euro, a TARGET2 Business Day.
where
TARGET2 Business Day means a day on which the TARGET2 System is operating.
TARGET2 System means the Trans-European Automated Real-time Gross settlement Express Transfer (TARGET2) System.
CONDITION 4 - PAYMENTS
For the purposes of this Condition 4, references to payment or repayment (as the case may be) of principal and/or interim amount and other similar expressions will, where the context so admits, be deemed also to refer to delivery of the Underlying Asset(s) with respect to any Physical Delivery Amount(s).
(a) Payment of Principal
Payment of principal in respect of the Certificates shall be made, subject to subparagraph (c) below, to the Clearing System or to its order for credit to the accounts of the relevant account holders of the Clearing System.
(b) Manner of Payment
Subject to applicable fiscal and other laws and regulations, payments of amounts due in respect of the Certificates shall be made in the freely negotiable and convertible currency which on the respective due date is the currency of the country of the Specified Currency. Should the Specified Currency have been replaced on the due date under any applicable legal provision, payments shall be made in such legally prescribed currency. If, as a result of such legal changes, there are several currencies to choose from, the Issuer shall choose a currency in its reasonable discretion. This shall also apply if payment in the Specified Currency is not possible for any other reason.
(c) Discharge
The Issuer shall be discharged by payment to, or to the order of, the Clearing System.
(d) Payment Business Day
If the date for payment of any amount in respect of any Certificate is not a Payment Business Day, the holder thereof shall instead be entitled to payment: (i) on the next following Payment Business Day in the relevant place, if "Following Payment Business Day" is specified in the applicable Final Terms; or
(ii) on the next following Payment Business Day in the relevant place, unless the date for payment would thereby fall into the next calendar month, in which event such date for payment shall be brought forward to the immediately preceding Payment Business Day in the relevant place, if "Modified Following Payment Business Day" is specified in the applicable Final Terms; provided that if neither "Following Payment Business Day" nor "Modified Following Payment Business Day" is specified in the applicable Final Terms, "Following Payment Business Day" shall be deemed to apply. In the event that any adjustment is made to the date for payment in accordance with this Condition 5(d), the relevant amount due in respect of any Certificate shall not be affected by any such adjustment, unless otherwise specified in the applicable Final Terms.
For the purposes of this Condition 4(d):
Payment Business Day means (unless otherwise stated in the applicable Final Terms) a day which is both:
a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the relevant place of presentation; and
either (A) in relation to any sum payable in a Specified Currency other than Euro, a day on which commercial banks and foreign exchange markets settle payments and are open for general business (including dealings in foreign exchange and foreign currency deposits) in the principal financial centre of the country of the relevant Specified Currency or (B) in relation to any sum payable in Euro, a day on which the TARGET2 System is open.
(e) Interpretation of Principal or Interim Amount
Any reference in these Conditions to “principal” in respect of the Certificates shall be deemed to include, as applicable:
(i) any additional amounts which may be payable with respect to principal under Condition 6;
(ii) the Final Exercise Amount of the Certificates (as specified in the applicable Final Terms);
(iii) the Early Exercise Amount of the Certificates (as specified in the applicable Final Terms);
(iv) if the Certificates are exercisable at the option of the Issuer other than for Tax Reasons, the
Optional Exercise Amount(s) of the Certificates (as specified in the applicable Final Terms);
(v) if the Certificates are exercisable at the option of the Holder, the Put Exercise Amount(s) of the Certificates (as specified in the applicable Final Terms); and
(vi) any premium and any other amounts which may be payable by the Issuer under or in respect of the Certificates.
Any reference in these Conditions to interim payment in respect of the Certificates shall be deemed to include, as applicable, any additional amounts which may be payable under Condition 6.
References in these Conditions to principal and/or interim amount and Physical Delivery Amount(s) shall mean such amount less any expenses, fees, stamp duty, levies or other amounts payable on or in respect of the relevant Physical Delivery Amount(s).
(f) Deposit of principal and interim amount
The Issuer may deposit with the Amtsgericht in Frankfurt am Main principal or interim amount not claimed by Holders within twelve (12) months after the due date, even though such Holders may not be in default of acceptance of payment. If and to the extent that the deposit is effected and the right of withdrawal is waived, the respective claims of such Holders against the Issuer shall cease.
(g) Knock-In/-Out Event(s)
The exercise amount and/or interim amount and/or physical delivery amount due by the Issuer under these Certificates is subject to the occurrence of a Knock-In-Event or a Knock-Out Event as specified in the applicable Final Terms.
For the purposes of this Condition 4(g):
Knock-In Event or Knock-Out Event means the event as described in the applicable Final Terms and/or the Schedule thereto.
CONDITION 5 – EXERCISE AND PURCHASE
(a) Exercise at maturity
Certificates other than Open-End Certificates:
Without prejudice to Condition 5 (g), to the extent not previously exercised in whole or in part, each Certificate, other than Open-end Certificate, shall be exercised by the Issuer at its Final Exercise Amount on the Final Exercise Date or on the Interim Amount Payment Date falling in Exercise Month, as specified in the applicable Final Terms.
In the case of Italian Listed Certificates whose underlying is a share listed on the Italian Exchange or an index managed by Borsa Italiana S.p.A., the Final Exercise Amount shall be paid on the Final Exercise Date, if specified as such in the applicable Final Terms, otherwise on the Final Payment Date.
Final Exercise Amount means, in respect of each Certificate, (i) if exercised at its principal amount, its principal amount] or (ii) if exercised at an amount other than the principal amount, other Final Exercise Amount or (iii) an amount calculated by the Calculation Agent specified in, or determined in the manner specified in, the applicable Final Terms, provided always that the Final Exercise Amount shall in no event be less than zero.
Open-End Certificates:
The Open-End Certificates may only be exercised in accordance with the following provisions of this Condition 5.
(b) Early Redemption for Tax Reasons
(i) Early Exercise because of a Gross-up Event
If at any time after the issuance of the Certificates a Gross up Event (as defined below) occurs, the Certificates may be exercised (in whole but not in part) at the option of the Issuer at their Early Exercise Amount (as defined in Condition 5(f)) upon giving not less than 30 nor more than 60 days' notice to the Holders in accordance with Condition 12, provided that no such notice of exercise may be given earlier than 90 days prior to the earliest date on which the Issuer would be for the first time obliged to pay the Additional Amounts.
Any notice given in accordance with the above paragraph shall be irrevocable, must specify the date fixed for exercise and must set forth a statement in summary form of the facts constituting the basis for the right of the Issuer so to redeem.
Gross up Event means the occurrence of an event where the Issuer has or will become obliged by a legislative body, a court or any authority to pay Additional Amounts pursuant to Condition 6 or the Guarantor has or will become obliged to pay Additional Amounts in respect of payments due under the Guarantee or the Trust Agreement dated 28 February 2006 between the Issuer and the Guarantor as a result of any change in or amendment to the laws (or any rules or regulations thereunder) of the Federal Republic of Germany or France or any political subdivision or any authority of or in the Federal Republic of Germany or France (each a Tax Jurisdiction), or any change in or amendment to any official interpretation or application of those laws or rules or regulations, and that obligation cannot be avoided by the Issuer and/or the Guarantor taking reasonable measures it (acting in good faith) deems appropriate.
(ii) Special Tax Exercise
If the Issuer or, as the case may be, the Guarantor would, on the occasion of the next payment of principal or interim amount in respect of the Certificates, be prevented by the law of a Tax Jurisdiction from causing payment to be made to the Holders of the full amount then due and payable, notwithstanding the undertaking to pay additional amount contained in Condition 6, then the Issuer or the Guarantor, as the case may be, shall forthwith give notice of such fact to the Agent and the Issuer or the Guarantor, as the case may be, shall, upon giving not less than seven (7) nor more than forty five (45) days' prior notice to the Holders in accordance with Condition 12, forthwith exercise all, but not only some, of the Certificates at their Early Exercise Amount, on the latest practicable payment date on which the Issuer or the Guarantor, as the case may be, could make payment of the full amount then due and payable in respect of the Certificates, provided that if such notice would expire after such payment date, the date for exercise pursuant to such notice to Holders shall be the later of:
(A) the latest practicable date on which the Issuer or the Guarantor, as the case may be, could make payment of the full amount then due and payable in respect of the Certificates; and
(B) fourteen (14) days after giving notice to the Agent as aforesaid.
The Final Terms applicable to the Certificates indicate:
(Y) that the Certificates cannot be exercised prior to their Exercise Date (except as otherwise provided in Condition 5 (b)(i) and 5 (b)(ii) and in Condition 8); or
(Z) that such Certificates will be exercisable at the option of the Issuer and/or the Holders prior to such Exercise Date in accordance with the provisions of Condition 5(c) and 5(d) on the date or dates and at the amount or amounts indicated in the applicable Final Terms.
(c) Exercise at the option of the Issuer
If the Issuer is specified in the applicable Final Terms as having an option to exercise, the Issuer may, having (unless otherwise specified in the applicable Final Terms) given not less than thirty (30) nor more than forty five (45) days’ notice, in accordance with Condition 12, to the Holders (which notice shall be irrevocable and shall specify the date fixed for exercise), exercise all or only some of the
Certificates outstanding on any Optional Exercise Date(s) and at the Optional Exercise Amount(s) specified in, or determined in the manner specified in, the applicable Final Terms. Any such exercise must be of a nominal amount not less than the Minimum Exercise Amount and not more than the Maximum Exercise Amount, if so specified in the applicable Final Terms.
In respect of any Certificate, any notice given by the Issuer pursuant to this Condition 5(c) shall be void and of no effect in relation to that Certificate in the event that, prior to the giving of such notice by the Issuer, the Holder of such Certificate has already delivered a Put Notice in relation to that Certificate in accordance with Condition 5 (d).
The appropriate notice of exercise given by the Issuer to the Holders in accordance with Condition 12 shall specify:
– the Tranche or Series of Certificates subject to exercise;
– whether such Tranche or Series is to be exercised in whole or in part only and, if in part only, the aggregate number of Certificates which are to be exercised;
– the Optional Exercise Date; and
– the Optional Exercise Amount at which such Certificates are to be exercised.
In the case of an exercise of only some of the Certificates, the Certificates to be exercised will be selected in accordance with the rules of the Clearing System.
The Issuer will inform, if required by the stock exchange on which the Certificates are listed, such stock exchange, as soon as possible of such exercise.
(d) Exercise at the option of the Holders
If the Holders are specified in the applicable Final Terms as having an option to require the Issuer to exercise any Certificate, upon the Holder of any Certificate giving to the Issuer in accordance with Condition 12 not less than fifteen (15) nor more than forty thirty (30) days’ notice or such other period of notice as is specified in the applicable Final Terms the Issuer will, upon the expiry of such notice, exercise, subject to, and in accordance with, the terms specified in the applicable Final Terms, in whole (but not in part), such Certificate on the Put Exercise Date and at the Put Exercise Amount specified in, or determined in the manner specified in, the applicable Final Terms. It may be that before an option can be exercised to require the Issuer to exercise any Certificate, certain conditions and/or circumstances will need to be satisfied. Where relevant, the provisions will be set out in the applicable Final Terms.
To exercise the right to require exercise of a Certificate, the Holder, if the Certificate is represented by a Global Certificate, must, within the notice period, give notice to the Agent of such exercise (a Put Exercise Notice) in accordance with the standard procedures of the Clearing System, in a form acceptable to it.
The Put Exercise Notice must specify (i) the principal amount of the Certificates in respect of which such option is exercised, and (ii) the securities identification number of such Certificates, if any. The Issuer shall only be required to exercise Certificates in respect of which such option is exercised against delivery of such Certificates to the Issuer or to its order.
Any Put Exercise Notice given by a Holder of any Certificate pursuant to this Condition 5(d) shall be:
- irrevocable except where, prior to the due date of exercise, an Event of Default has occurred and is continuing in which event such Holder, as its option, may elect by notice to the Issuer to withdraw the Put Exercise Notice given pursuant to this Condition 5(d) and instead declare such Certificate forthwith due and payable pursuant Condition 8; and
- void and of no effect in relation to such Certificate in the event that, prior to the giving of such Put Exercise Notice by the relevant Holder, the Issuer had notified the Holders of its intention to exercise all of the Certificates in a Series then outstanding, in each case pursuant to Condition 5(c).
(e) Purchase
The Issuer may at any time purchase Certificates in the open market or otherwise and at any price. Such acquired Certificates may be cancelled, held or resold.
(f) Early Exercise Amount(s)
For the purpose of Condition 5(b) and Condition 8, unless otherwise specified in the applicable Final Terms, the Certificates will be exercised at the Early Exercise Amount calculated as follows:
- in the case of Certificates with a Final Exercise Amount equal to the Issue Price, at the Final Exercise Amount thereof; or
- in the case of Certificates with a Final Exercise Amount which is or may be less or greater than the Issue Price or which is payable in a Specified Currency other than that in which the Certificates are denominated, at the amount specified in, or determined in the manner specified in, the applicable Final Terms or, if no such amount or manner is so specified in the Final Terms, at their nominal amount; or
- in the case of Physical Delivery Certificates, as determined in the manner specified in the applicable Final Terms; or
- if Market Value is specified in the applicable Final Terms as the Early Redemption Amount, at an amount determined by the Calculation Agent, which, on the due date for the exercise of the Certificate, shall represent the fair market value of the Certificates and shall have the effect (after taking into account the costs of unwinding any hedging arrangements entered into in respect of the Certificates) of preserving for the Holders the economic equivalent of the obligations of the Issuer to make the payments in respect of the Certificates which would, but for such early exercise, have fallen due after the relevant early exercise date.
Where such calculation is to be made for a period of less than a full year, it shall be made on the basis of the Day Count Fraction, if applicable, specified in the applicable Final Terms.
(g) Final Exercise Amount
(i) Multiplier means, in respect of each Certificate, the number of Underlying(s).
(ii) Final Exercise Amount means, in respect of each Certificate, an amount calculated by the Calculation Agent in accordance with the formula or the provisions as indicated in Part A paragraph 20 of the applicable Final Terms.
(iii) Final Exercise Date means the date on which the automatic exercise (the Automatic Exercise) of the Certificates occurs.
(iv) Final Payment Date means (a) the date specified as such in the applicable Final Terms or (b), in the case of Italian Listed Certificates whose underlying is a share listed on the Italian Exchange or an index managed by Borsa Italiana S.p.A. (such as the FTSE MIB Index), at least five Exchange Business Days following the Final Valuation Date, unless otherwise specified in the applicable Final Terms.
(v) Final Valuation Date means (a) the date specified as such in the applicable Final Terms or (b), in the case of Italian Listed Certificates whose underlying is an index managed by Borsa Italiana S.p.A., the Final Exercise Date or (c), in the case of Italian Listed Certificates whose
underlying is a share listed on the Italian Exchange, the Exchange Business Day preceding the Final Exercise Date, if specified as such in the applicable Final Terms (such date being a Valuation Date as defined in the Technical Annex).
(vi) Initial Closing Price means the amount equal to the Closing Price on the date specified in the applicable Final Terms, as determined by the Calculation Agent and without regard to any subsequently published adjustment(s).
(vii) Final Closing Price means the amount equal to the Closing Price on the date specified in the applicable Final Terms or, for Italian Listed Certificates and whose underlying is a share listed on the Italian Exchange or an index managed by Borsa Italiana S.p.A., on the Final Valuation Date, if specified as such in the applicable Final Terms, as determined by the Calculation Agent and without regard to any subsequently published adjustment(s).
(viii) Minimum Trading Lot means the minimum number of Certificates that may be traded in SeDeX and/or other regulated or unregulated markets with similar listing requirements as determined by Borsa Italiana S.p.A. and/or by other regulated or unregulated markets with similar listing requirements, if applicable.
(ix) Notice Date means 10:00 CET of the Exchange Business Day immediately following the Valuation Date, if not specified differently in the applicable Final Terms.
(x) Waive of Automatic Exercise at Final Exercise Date means the Holder may waive the Automatic Exercise at Final Exercise Date, in whole or in part, by delivering a Waiver Notice that must be received by the Paying Agent by the Notice Date.
The Waiver Notice shall specify:
(1) the Series Number, the ISIN code and the number of Certificates held by the Holder;
(2) the number of Certificates, equal at least to the Minimum Exercise Amount and multiples thereof, in respect of which Automatic Exercise is being waived by the Holder;
(3) the number of the account of the Holder with the intermediary adhering to Monte Titoli or any other relevant Clearing System where the Certificates that are the subject of the waiver are held;
(4) name, address, telephone and fax number of the Holder.
Any Waiver Notice that has not been delivered in compliance with this paragraph and/or not received by the Paying Agent on or prior to the Notice Date shall be deemed invalid.
If the right to waive the Automatic Exercise is not validly exercised, the Automatic Exercise of the Certificates shall apply on the specified Final Exercise Date in accordance with Condition 5
(a) above.
The Waiver Notice shall be sent via fax to the Paying Agent.
The Waiver Notice shall be deemed to have been received by the Paying Agent at the time indicated on the facsimile transmission report.
An incomplete Waiver Notice or a Waiver Notice which has not been timely sent shall be deemed to be void and ineffective. Any assessment relating to the validity, both from a substantial and a formal perspective, of the Waiver Notice will be performed by the Paying Agent and will be final and binding for both the Issuer and the Holder. Any Waiver Notice which, in accordance with the mentioned above, is deemed to be incomplete or not completed will be considered as void and ineffective.
In the event that such Waiver Notice is subsequently amended in such a way that is satisfactory to the Paying Agent, such Waiver Notice, as amended, will be deemed as a new Waiver Notice filed at the time such amendments are received by the Paying Agent.
When the Paying Agent deems the Waiver Notice to be invalid or incomplete, such Paying Agent undertakes to notify such invalidity or incompleteness to the relevant Holder as soon as practicable.
Notification of the Waiver Notice: the Holder, by way of sending the Waiver Notice, irrevocably exercises the right to waive the Automatic Exercise of the relevant Certificate.
Waiver Notices may not be withdrawn after their receipt by the Paying Agent. After a Waiver Notice is sent, the Certificate to which it refers may no longer be transferred.
CONDITION 6 – TAXATION
All payments in respect of the Certificates or under the Guarantee shall be made free and clear of, and without withholding or deduction for or on account of, any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any Tax Jurisdiction, unless such withholding or deduction is required by law.
In the event that any amounts required to be deducted or withheld for, or on behalf of, any Tax Jurisdiction, the Issuer or the Guarantor (as the case may be) shall, to the fullest extent permitted by law, pay such additional amount as may be necessary, in order that each Holder, after withholding or deduction of such taxes, duties, assessments or governmental charges, will receive the full amount then due and payable provided that no such additional amount shall be payable with respect to any Certificate:
(i) the Holder of which is liable to such taxes, duties, assessments or governmental charges in respect of such Certificate by reason of its being connected with the Federal Republic of Germany or France (as the case may be) other than by the mere holding of such Certificate; or
(ii) presented for payment more than thirty (30) days after the Relevant Date (as defined below), except to the extent that the Holder thereof would have been entitled to an additional amount on presenting the same for payment on such thirtieth (30th) day assuming that day to have been a Payment Business Day (as defined in Condition 4(d)); or
(iii) in respect of an issue of Certificates which have been privately placed, if the applicable Final Terms indicate that no such additional amounts shall be payable; or
(iv) where such withholding or deduction (a) is imposed on a payment to an individual beneficial owner or a residual entity and is required to be made pursuant to European Council Directive 2003/48/EC on the taxation of savings income or any law (whether in or outside the European Union) implementing or complying with, or introduced in order to conform to, such Directive or
(b) is required to be made pursuant to any agreements between the European Community and other countries or territories providing for measures equivalent to those laid down in the EU Savings Tax Directive or any law or other governmental regulation implementing or complying with, or introduced in order to conform to, such agreements; or
(v) presented for payment by or on behalf of a Holder who would have been able to avoid such withholding or deduction by presenting the relevant Certificate to another Paying Agent in a Member State of the European Union.
For the purposes of this Condition 6:
Tax Jurisdiction means the Federal Republic of Germany or France (as the case may be) or any political subdivision or any authority of the Federal Republic of Germany or France (as the case may be) that has power to tax; and
Relevant Date means whichever is the later of the date on which the payment in question first becomes due and, if the full amount payable has not been received by the Agent on or prior to that due date, the date on which notice of receipt of the full amount has been given to the Holders in accordance with Condition 12.
CONDITION 7 – PRESENTATION, PRESCRIPTION
(a) Presentation
The period for presentation of Certificates due, as established in § 801 paragraph 1 sentence 1 of the German Civil Code (Bürgerliches Gesetzbuch), is reduced to ten (10) years.
(b) Prescription
The period for prescription for Certificates presented for payment during the presentation period shall be two (2) years beginning at the end of the relevant presentation period.
CONDITION 8 – EVENTS OF DEFAULT
(a) Events of Default
Each Holder shall be entitled to declare its Certificates due and demand immediate redemption thereof at the Early Exercise Amount (as described in Condition 5 (f) [, together with accrued interest (if any)] to the date of repayment, if any of the events below occurs and is continuing:
(i) the Issuer or the Guarantor fails to pay, for any reason whatsoever, any amount due under the Certificates within 30 days from the relevant due date; or
(ii) the Issuer or the Guarantor is in default in the performance of any other obligation arising from the Certificates or the Guarantee, as the case may be, which default is not capable of remedy or, if such default is capable of being remedied by the Issuer or the Guarantor, such default has not been so remedied within 60 days after the Agent has received written notification thereof from a Holder; or
(iii) the Issuer or the Guarantor suspends payment or announces its inability to pay its debts (Zahlungsunfähigkeit); or
(iv) insolvency or court composition proceedings are commenced before a court against the Issuer or the Guarantor, as the case may be, which shall not have been discharged or stayed within 60 days after the commencement thereof, or the Issuer or the Guarantor, as the case may be, institutes such proceedings or suspends payments or offers or makes a general arrangement for the benefit of all its creditors; or
(v) the Issuer or the Guarantor, as the case may be, enters into a winding up or dissolution or liquidation, unless such a winding up or dissolution or liquidation is to take place in connection with a merger, consolidation or other combination with another company and such company assumes all obligations of the Issuer or the Guarantor, as the case may be, under these Conditions.
The right to declare Certificates due shall terminate if the situation giving rise to it has been cured before the right is exercised.
(b) Notice
Any notice, including any notice declaring Certificates due, in accordance with subparagraph (a) of this Condition shall be made by means of a written declaration in the English language delivered by hand or registered mail to the specified office of the Agent together with proof that such Holder at the time of such notice is a holder of the relevant Certificates. The Certificates shall be exercised following receipt of the notice declaring Certificates due.
CONDITION 9 – LIMITED RECOURSE
The Issuer and the Guarantor have entered into a trust agreement (the Trust Agreement) pursuant to which the Issuer shall, inter alia, (i) issue and exercise debt instruments on a fiduciary basis (treuhänderisch) in its own name but for the account of the Guarantor; (ii) collect any proceeds resulting from the issuance of the debt instruments and forward them to the Guarantor; and (iii) use only the funds made available to it by the Guarantor under the Trust Agreement (which funds shall equal the amount of any payments owed by the Issuer under the debt instruments as and when such payment obligations fall due and in a manner that allows the Issuer to fulfil its payment obligations in a timely manner) for payments owed under the debt instruments as and when they fall due and to make such payments on a fiduciary basis in its own name but for the account of the Guarantor. The Issuer’s ability to satisfy its payment obligations under the debt instruments in full is therefore dependent upon it receiving in full the amounts payable to it by the Guarantor under the Trust Agreement.
Any payment obligations of the Issuer under the debt instruments shall therefore be limited to the funds received from the Guarantor under the Trust Agreement. To the extent such funds prove ultimately insufficient to satisfy the claims of all Holders in full, then any shortfall arising therefrom shall be extinguished and no Holder shall have any further claims against the Issuer, regardless of whether the Issuer would be able to fulfil its payment obligations under the debt instruments out of its own funds, provided that the foregoing shall be without prejudice to the right to exercise any termination or early exercise rights.
CONDITION 10 – AGENT, PAYING AGENT(S) AND CALCULATION AGENT
The names of the initial Agent, the additional Agent(s), and the other Paying Agent(s) and their specified offices are set out below and the name(s) and specified office(s) of the Calculation Agent(s) are specified in the applicable Final Terms. In addition, the Agent may (with the prior written consent of the Issuer and the Guarantor) delegate certain of its functions and duties in relation to Physical Delivery Certificates to a settlement agent (the Settlement Agent).
The Issuer and the Guarantor are entitled to vary or terminate the appointment of any Paying Agent or Settlement Agent and/or appoint additional or other Paying Agents or Settlement Agents and/or approve any change in the specified office through which any Paying Agent or Settlement Agent acts, provided that:
- so long as the Certificates are listed on any stock exchange or admitted to trading or listing by another relevant authority, there will at all times be a Paying Agent (which may be the Agent) with a specified office in such place as may be required by the rules and regulations of the relevant stock exchange; and
- there will at all times be a Paying Agent (which may be the Agent) with a specified office in a city in Europe; and
- there will at all times be a Paying Agent in a Member State of the European Union (a Member State) that will not be obliged to withhold or deduct tax pursuant to European Council Directive 2003/48/EC or any law implementing or complying with, or introduced in order to conform to, such Directive (any such Directive or law, an EU Savings Directive Tax Law) to the extent that any Member State does not maintain any obligation to so withhold or deduct pursuant to any EU Savings Directive Tax Law; and
- there will at all times be an Agent.
Any variation, termination, appointment or change shall only take effect (other than in the case of insolvency, when it shall be of immediate effect) after not less than thirty (30) or more than forty five
(45) days' prior notice thereof shall have been given to the Holders in accordance with Condition 12.
In acting under the Agency Agreement, the Paying Agents act solely as agents of the Issuer and the Guarantor and do not assume any obligation to, or relationship of agency or trust with, any Holders. The Agency Agreement contains provisions permitting any entity into which any Paying Agent is merged or converted or with which it is consolidated or to which it transfers all or substantially all of its assets to become the successor paying agent. If, in connection with any Series of Certificates, the Calculation Agent is Société Générale, its appointment will be governed by the terms of the Calculation Agency Agreement set out in the Appendix to the Agency Agreement. In the event that a Calculation Agent other than Société Générale is appointed in connection with any Series of Certificates, the terms of its appointment will be summarised in the applicable Final Terms.
CONDITION 11 – SUBSTITUTION
(a) Substitution
The Issuer and/or the Guarantor may, without the consent of the Holders, if it is not in default with any payment of principal of any of the Certificates, at any time substitute for the Issuer either itself or any Affiliate (as defined below) of the Issuer as principal debtor (the Substitute Debtor) in respect of all obligations arising from or in connection with the Certificates with the effect of releasing the Issuer of all such obligations, provided that:
(i) the Substitute Debtor assumes all obligations of the Issuer in respect of the Certificates and, if service of process vis-à-vis the Substitute Debtor would have to be effected outside the Federal Republic of Germany, appoints a process agent within the Federal Republic of Germany;
(ii) the Substitute Debtor has obtained all necessary authorisations and approvals for the substitution and the fulfilment of the obligations in respect of the Certificates and may transfer to the Agent in the currency required hereunder and without being obligated to deduct or withhold any taxes or other duties of whatever nature levied by the country in which the Substitute Debtor or the Issuer has its domicile or tax residence, all amounts required for the fulfilment of the payment obligations arising under the Certificates;
(iii) the Substitute Xxxxxx has agreed to indemnify and hold harmless each Holder against any tax, duty, assessment or governmental charge imposed on such Holder in respect of such substitution;
(iv) the Issuer and/or the Guarantor (except in the case that the Guarantor itself is the Substitute Debtor) irrevocably and unconditionally guarantees, and in the case of Italian Listed Certificates, as evidenced by the declaration of the Issuer filed at the time of the application to the Borsa Italiana S.p.A. and/or the other regulated or unregulated markets with similar listing requirements in favour of each Holder the payment of all sums payable by the Substitute Debtor in respect of the Certificates on terms which ensure that each Holder will be put in an economic position that is at least as favourable as that which would have existed if the substitution had not taken place.
For the purposes of this Condition 11:
Affiliate shall mean any affiliated company (verbundenes Unternehmen) within the meaning of § 15 German Stock Corporation Act (Aktiengesetz).
(b) Notice and Effectiveness of Substitution
Notice of any such substitution shall be published in accordance with Condition 12 without delay. Upon such Notice, the substitution shall become effective, and the Issuer, and in the event of any repeated application of this Condition 11, any previous Substitute Debtor, shall be discharged from any and all obligations under the Certificates. In the event of such substitution, the stock exchange(s), if any, on which the Certificates are listed will be notified and a Supplement to the Base Prospectus describing the Substitute Issuer will be prepared.
(c) Change of References
In the event of any such substitution, any reference in these Conditions to the Issuer shall from then on be deemed to refer to the Substitute Debtor and any reference to the country in which the Issuer is domiciled or resident for taxation purposes shall from then on be deemed to refer to the country of domicile or residence for taxation purposes of the Substitute Debtor. Furthermore, in the event of such substitution the following shall apply:
(i) In Condition 5(b) and Condition 6 an alternative reference to the Federal Republic of Germany shall be deemed to have been included in addition to the reference according to the preceding sentence to the country of domicile or residence for taxation purposes of the Substitute Debtor;
(ii) in Condition 8 (iii) to (v) an alternative reference to the Issuer in its capacity as Guarantor shall be deemed to have been included in addition to the reference to the Substitute Debtor; and
(iii) in Condition 8 a further Event of Default shall be deemed to have been included; such Event of Default shall exist in the case that the Guarantee pursuant to subparagraph (a) (iv) above is or becomes invalid for any reason.
CONDITION 12 – NOTICES
(a) Publication
Notices to Holders relating to the Certificates will be published on the website of the Issuer (xxxx://xxxxxxxxxx.xxxxxx.xxx).
So long as the Certificates are listed, notices to the Holders shall be published in accordance with the rules of the Italian Exchange and/or the other regulated or unregulated markets with similar listing requirements as amended from time to time. Any notice so given will be deemed to have been validly given on the date of first such publication.
(b) Notification to the Clearing System
To the extent permissible under applicable laws and other regulations and by the rules and regulations of the Clearing System, the Issuer may, in lieu of the publication set forth in Condition 12(a) above, deliver the relevant notice to the Clearing System, for communication by such Clearing System to the Holders, provided that, so long as any Certificates are listed the Italian stock exchange, the rules of such stock exchange permit such form of notice.
Unless otherwise specified in the applicable Final Terms, any such notice shall be deemed to have been given to the Holders on the fourth day after the day on which the notice was given to the Clearing System if "Clearing System Delivery Period” is specified “Applicable" in the applicable Final Terms or the day on which the notice was given to the relevant Clearing System if "Clearing System Delivery Period” is specified “Not Applicable" in the applicable Final Terms.
CONDITION 13 – RESOLUTIONS OF THE HOLDERS
(a) Matters subject to resolutions
With regard to matters affecting the interests of the Issuer or the Holders in relation to the Certificates, the Holders may agree in accordance with the German Bond Act (Schuldverschreibungsgesetz) by majority resolution to amend the Conditions and on all other issues permitted by law. Resolutions affecting the interests of the Issuer require the consent of the Issuer.
(b) Resolutions of the Holders
The resolutions of the Holders are subject to the German Bond Act unless otherwise specified in the Conditions.
(c) Passing of resolutions
Holders shall pass resolutions by vote taken without a physical meeting (Abstimmung ohne Versammlung) in accordance with § 18 of the German Bond Act.
(d) Proof of eligibility
Holders must demonstrate their eligibility to participate in the vote at the time of voting by means of a special confirmation of the custodian bank (the Custodian Bank) in text form, which includes the complete name and full address of the Holder, the aggregate number of securities which have been, as of the date of such confirmation booked to the account of such Holder and by submission of a blocking instruction by the Custodian Bank up to and including the voting period.
CONDITION 14 – FURTHER ISSUES AND CONSOLIDATION
The Issuer shall be at liberty from time to time, without the consent of the Holders, to create and issue further Tranche of Certificates with identical terms and conditions as the existing Certificates in all respects except for the first payment of fixed amount, if any, on them so as to be consolidated and form a single Series with the existing Certificates.
For the purposes of this Condition 14:
Certificates shall also comprise further Certificates in the event of further issue.
The Issuer may from time to time on any Fixed Amount Payment Date occurring on or after the date specified for a redenomination of the Certificates pursuant to Condition 1, on giving prior notice to the Holders in accordance with Condition 12, without the consent of Holders, consolidate the Certificates with one or more issue(s) of other certificates issued by it, whether or not originally issued in one of the European national currencies or in Euro, provided such other certificates have been redenominated in Euro (if not originally denominated in Euro) and which otherwise have, in respect of all periods subsequent to such consolidation, the same terms and conditions as the Certificates.
CONDITION 15 – ADJUSTMENTS AND DISRUPTION
The Technical Annex will (where stated to be applicable in the applicable Final Terms) contain provisions relating to adjustments with respect to Underlying(s) (as defined in the Technical Annex) as well as settlement disruption and market disruption in respect of such Underlying(s) (including, without limitation and where necessary, appropriate definitions of Potential Adjustment Event(s), Settlement Disruption Event(s) and Market Disruption Event(s) and details of the consequences of such events).
CONDITION 16 – GOVERNING LAW AND SUBMISSION TO JURISDICTION; RESCISSION; MISCELLANEOUS PROVISIONS
(a) Applicable Law in respect of the Certificates and the Guarantee
The form and content of the Certificates as well as all the rights and duties arising therefrom shall be governed exclusively by the laws of the Federal Republic of Germany. The form and content of the
Guarantee as well as all the rights and duties arising therefrom shall be governed exclusively by the laws of France.
(b) Applicable Law in respect of any non-contractual obligatons
Any non-contractual obligations arising out of or in connection with the Certificates shall be governed exclusively by the laws of the Federal Republic of Germany. Any non-contractual obligations arising out of or in connection with the Guarantee shall be governed exclusively by the laws of France.
(c) Submission to Jurisdiction
Non-exclusive court of venue for all litigation with the Issuer arising from the legal relations established in these Conditions (except for the Guarantee) is Frankfurt am Main. Place of performance is Frankfurt am Main. The jurisdiction of such court shall be exclusive if proceedings are brought by merchants (Kaufleute), legal persons under public law (juristische Personen des öffentlichen Rechts), special funds under public law (öffentlich-rechtliche Sondervermögen) and persons not subject to the general jurisdiction of the courts of the Federal Republic of Germany (Personen ohne allgemeinen Gerichtsstand in der Bundesrepublik Deutschland). Any dispute arising out or in connection with the validity, interpretation or performance of the Guarantee shall be submitted to the exclusive jurisdiction of the Tribunal de Commerce de Paris, France.
(d) Annulment
The courts in the Federal Republic of Germany shall have exclusive jurisdiction over the annulment of lost or destroyed Certificates.
(e) Entitlement to declare a Rescission
The Issuer shall be entitled to declare a rescission (Anfechtung) (the Rescission) to the Holders in the event of (i) a manifest typing or calculation error in the Conditions of the Certificates and/or (ii) a manifest error in the Conditions of the Certificates similar to (i).
(f) Declaration of Rescission
After becoming aware of the reason for the Rescission (Anfechtungsgrund) the declaration of Rescission shall be made without undue delay and in accordance with Condition 12. In the event of a Rescission by the Issuer, the Holder is entitled to demand repayment of the actual purchase price paid at the time of the first purchase of the Certificates delivered for repayment, or if this price cannot be determined, the Issue Price of the Certificates (the Rescission Amount) by delivery of a duly completed exercise notice (the Exercise Notice) in the form available from the specified office of the Agent.
The Issuer shall only be required to exercise Certificates in respect of which such exercise is requested against delivery of such Certificates to the Issuer or to its order.
The Issuer shall make available the Rescission Amount to the Clearing System for the account of the Holders within seven (7) Payment Business Days following receipt of the Exercise Notice and of the delivery of the Certificates to the Issuer, whichever receipt is later, whereupon the Agent shall transfer the Rescission Amount to the account specified in the Exercise Notice.
Upon payment of the Rescission Amount, all rights under the Certificates delivered shall expire.
(g) Offer to continue the Certificates on the basis of amended Conditions
The Issuer may combine the declaration of Rescission pursuant to paragraph (e) with an offer to continue the Certificates on the basis of amended Conditions. Such an offer and the amended provisions shall be notified to the Holders together with the declaration of Rescission in accordance with Condition 12. Any such offer shall be deemed to be accepted by a Holder (and the Rescission
shall not take effect), unless such Holder requests repayment of the Rescission Amount within six (6) weeks following the date on which the offer has become effective in accordance with Condition 12 by delivery of a duly completed Exercise Notice to the Agent and by delivery of the Certificates to the Issuer or to its order pursuant to paragraph (f). The Issuer shall refer to this effect in the notification.
(h) Awareness of errors
If the Holder was aware of typing or calculation errors or similar errors in the Conditions as mentioned in paragraph (e) above at the time of the purchase of the Certificates, then, notwithstanding paragraphs (e) – (g), the Holder can be bound by the Issuer to the amended Conditions.
(i) Modifications without the consent of the Holders
The Issuer may in its reasonable discretion (§ 315 of the German Civil Code), without the consent of the Holders, agree to:
(A) modifications to reflect any changes in any Underlying(s) (to the extent they have an effect on these Conditions) or to cure any inconsistencies or add any missing provisions provided that such amendment or modification is, having regard to the interests of the Issuer, not materially detrimental to the legal or economic position of the Holders;
(B) modifications of the Conditions which are of a formal, minor or technical nature or, notwithstanding paragraphs (e) – (g), which are made to correct a manifest error, provided that a correction of such error is acceptable to the Holders under the principle of good faith having regard to the interests of the Issuer and the legal or economic position of the Holders or to comply with mandatory provisions of the laws of the jurisdictions in which the Issuer and/or the Guarantor are organised. Any such modification shall be binding on all Holders and shall be notified to them without undue delay in accordance with Condition 12.
(j) Severability
Should any provision of these Conditions be or become void, the other provisions shall remain in force. Such provisions as are void or cannot be given effect shall be replaced in accordance with the meaning and purpose of these Conditions.
(k) Language
These Conditions are written in the English language only. The controlling and binding language for these Conditions shall be the English language.
TECHNICAL ANNEX
The following shall, if stated to be applicable in the applicable Final Terms, comprise together with the section "Basic Terms" of the relevant Terms and Conditions as completed by the applicable Final Terms, which together with the terms and conditions will apply to the Notes to be issued under the Programme.
This Technical Annex shall apply to any Notes and/or Italian Certificates if so specified in the applicable Final Terms.
The payment of any amount(s) in respect of the Notes and/or the Italian Certificates subject to the Technical Annex will be determined or calculated by reference to an index and/or a formula based on or referring to one or more “Underlying(s)”.
For the purposes of this Technical Annex, Underlying shall mean, as specified in the applicable Final Terms, without limitation, a share in a company, any other equity or non-equity security, an index, a currency, a currency exchange rate, an interest rate, a dividend, a credit risk, a fund unit, a share of an investment company, a term deposit, a life insurance contract, a loan, a commodity, a futures contract, a unit linked feature (accounting unit), an event not linked to the Issuer or the Guarantor, a basket thereof or any combination thereof.
This Technical Annex contains technical provisions relating, inter alia, to (i) the adjustments to be made by the Calculation Agent (ii) the way a market disruption event that may affect an Underlying will be treated in the context of the Notes and/or the Italian Certificates, or (iii) mathematical formulas used to calculate amounts due under the Notes.
TECHNICAL ANNEX TABLE OF CONTENTS
Page
A) EQUITY TECHNICAL ANNEX 239
PART 1 – DEFINITIONS RELATING TO SHARES, ADR, INDICES, SGI INDICES, DIVIDENDS AND ETF
239
I. COMMON DEFINITIONS AND PROVISIONS FOR SHARES, ADR, INDICES AND DIVIDENDS 239
II. DEFINITIONS SPECIFIC TO SHARES AND ADR 242
III. DEFINITIONS SPECIFIC TO INDICES 243
IV. DEFINITIONS AND PROVISIONS SPECIFIC TO SGI INDICES 244
V. DEFINITIONS SPECIFIC TO SHARES OR UNITS OF ETF 248
VI. DEFINITIONS SPECIFIC TO DIVIDENDS 249
PART 2 – ADJUSTMENTS, EXTRAORDINARY EVENTS, HEDGING DISRUPTION, INSOLVENCY FILING AND CHANGE IN LAW RELATING TO SHARES, ADR, INDICES, SGI INDICES AND DIVIDENDS
250
I. ADJUSTMENTS AND EXTRAORDINARY EVENTS RELATING TO SHARES AND ADR 250
II. ADJUSTMENTS AND EVENTS RELATING TO INDICES 256
III. ADJUSTMENTS AND EVENTS RELATING TO SGI INDICES 259
IV. ADJUSTMENTS AND EVENTS RELATING TO DIVIDENDS 263
V. HEDGING DISRUPTION, INSOLVENCY FILING AND CONSEQUENCES - CHANGE IN LAW AND CONSEQUENCES
264
PART 3 – CALCULATIONS – PHYSICAL DELIVERY 266
I. CALCULATIONS – CALCULATION AGENT 266
II. PHYSICAL DELIVERY NOTES 266
B) FUND TECHNICAL ANNEX 268
PART 1 – DEFINITIONS SPECIFIC TO DUNDS 268
PART 2 – ADJUSTMENTS, EXTRAORDINARY EVENTS, DISRUPTION EVENTS AND MATURITY DISRUPTION EVENT SPECIFIC TO FUNDS
272
I. ADJUSTMENTS 272
II. EXTRAORDINARY EVENTS RELATING TO ANY FUND AND/OR ANY FUND UNIT 272
III. DISRUPTION EVENTS RELATING TO ANY FUND AND/OR ANY FUND UNIT 279
IV. OCCURRENCE OF AN EXTRAORDINARY EVENT OR A DISRUPTION EVENT IN RELATION TO AN OPTIONAL REDEMPTION
285
V. MATURITY DISRUPTION EVENT RELATING TO ANY FUND AND/OR ANY FUND UNIT 287
PART 3 – CALCULATIONS – PHYSICAL DELIVERY 290
I. CALCULATIONS – CALCULATION AGENT 290
II. PHYSICAL DELIVERY NOTES 291
C) COMMODITIES TECHNICAL ANNEX 293
PART 1 – DEFINITIONS 293
I. COMMODITY REFERENCE PRICES 293
II. PRICE SOURCES 296
III. OTHER DEFINITIONS 297
PART 2 – PROVISIONS APPLICABLE TO COMMODITIES (OTHER THAN INDICES) 300
I. COMMODITY BUSINESS DAY ADJUSTMENT 300
II. CONSEQUENCES OF MARKET DISRUPTION EVENTS 300
III. CONSEQUENCES OF EXTRAORDINARY EVENTS AFFECTING THE COMMODITIES OR COMMODITY REFERENCE PRICES
301
IV. CONSEQUENCES OF ADJUSTMENT EVENTS AFFECTING THE COMMODITY REFERENCE PRICE
301
PART 3 – PROVISIONS APPLICABLE TO INDICES ON COMMODITIES 302
I. INDEX BUSINESS DAY ADJUSTMENT 302
II. CONSEQUENCES OF INDEX DISRUPTION EVENTS 302
III. CONSEQUENCES OF EXTRAORDINARY EVENTS AND ADJUSTMENTS TO INDICES 303
PART 4 – HEDGING DISRUPTION, CHANGE IN LAW AND CONSEQUENCES THEREOF 303
PART 5 – CALCULATIONS BY THE CALCULATION AGENT 305
D) CREDIT TECHNICAL ANNEX 306
PART 1 – CREDIT EVENT PROVISIONS 306
I. PHYSICAL SETTLEMENT 306
II. CASH SETTLEMENT 308
III. PROVISIONS RELATING TO INTEREST 308
IV. CREDIT EVENT NOTICE AFTER RETRUCTURING 000
X. XXXXXXXX XXXXXXXXXX 000
XX. NOTIFICATION OF POTENTIAL FAILURE TO PAY 313
VII. PARTIAL REDEMPTION AND FURTHER ISSUES 313
VIII. HEDGING DISRUPTION, INCREASED COST OF HEDGING. CHANGE IN LAW AND CONSEQUENCES
313
PART 2 – DEFINITIONS 317
E) MANAGED ASSETS PORTFOLIO TECHNICAL ANNEX 357
I. GENERAL DEFINITIONS 357
II. DEFINITIONS OF ASSETS 363
III. DEFINITIONS OF THE FEES AND COSTS 364
IV. ADJUSTMENTS AND EXTRAORDINARY EVENTS 365
F) NON EQUITY SECURITY TECHNICAL ANNEX 369
PART 1 – DEFINITIONS 369
PART 2 – EVENTS AND ADJUSTMENTS 369
PART 3 – CALCULATIONS – CALCULATION AGENT - PHYSICAL DELIVERY 369
G) DEFINITIONS RELATING TO FORMULAS 370
H) OTHER DEFINITIONS 374
A) EQUITY TECHNICAL ANNEX
In the case of Italian Certificates, all references in this Equity Technical Annex to “Notes”, “Noteholders”, “Maturity Date”, “Early Redemption Amount” and “Final Redemption Amount” shall be deemed to be references to “Italian Certificates”, “Holders”, “Final Exercise Date”, “Early Exercise Amount”, and “Final Exercise Amount”, respectively.
PART 1 – DEFINITIONS RELATING TO SHARES, ADR, INDICES, SGI INDICES, DIVIDENDS AND ETF
I. COMMON DEFINITIONS AND PROVISIONS FOR SHARES, ADR, INDICES, SGI INDICES AND DIVIDENDS
I.1 General Definitions
Averaging Date means, in respect of a Valuation Date and a Share, an ADR or an Index, each date specified as such in the applicable Final Terms for the purpose of determining an average (or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day) unless such day is a Disrupted Day in which case it shall be postponed pursuant to the provisions of Part I.3 "Consequences of Disrupted Days for a Share, an ADR or an Index".
Basket means a basket composed of the Shares and/or ADR and/or Indices and/or any other asset (each an Underlying) in the relative proportions or numbers of Shares, ADR, Indices or other asset specified in the applicable Final Terms.
Business Day means a "Business Day" as defined in Condition 3 of the Terms and Conditions, determined on the basis of the Specified Currency of the relevant Notes.
Closing Price means:
A. in respect of a Share:
(a) if such Share is traded on the Tokyo Stock Exchange or the Osaka Securities Exchange, the last traded price of such Share for the day quoted by the Exchange, provided however, that if there is a closing special quote on such Share quoted by the Exchange (tokubetsu kehaine), such quote shall be deemed to be the relevant Closing Price;
(b) if such Share is traded on the Italian Stock Exchange (Borsa Italiana S.p.A.), the
Prezzo di Riferimento, which means the price as published by the Borsa Italiana
S.p.A. at the close of trading and having the meaning ascribed thereto in the Rules of the markets organised and managed by Borsa Italiana S.p.A., as such Rules may be amended by Borsa Italiana S.p.A. from time to time;
(c) in any other case, the official closing price of such Share on the relevant Exchange;
B. in respect of an Index, the official closing level of the Index published and announced by the Index Sponsor;
C. in respect of an ADR, the official closing price of such ADR on the relevant Exchange; in any case as adjusted (if applicable) pursuant to the provisions of Part 2 below.
Company means, in respect of a Share, the issuer of such Share and, in respect of an ADR, the issuer of the Deposited Securities related to such ADR.
Exchange(s) means, in respect of a Share, an ADR or an Index, the corresponding exchange or quotation system specified in the applicable Final Terms, or any successor exchange or quotation system or any substitute exchange or quotation system to which trading in the Share, ADR or Shares underlying such Index, has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to such Share, ADR or Shares underlying an Index, on such temporary substitute exchange or quotation system as on the original Exchange). In respect of Deposited Securities, Exchange means the primary exchange or market of trading of such Deposited Securities.
Fx Rate means, in respect of a date, the currency exchange rate of one currency against another currency, as specified in the applicable Final Terms, quoted by the relevant exchange rate provider on such date, as ascertained by the Calculation Agent on the Reuters page (or any other relevant page of an information provider) specified in the applicable Final Terms. If such Fx Rate cannot be or ceases to be determined, then the Calculation Agent shall select another Reuters page (or any other relevant page of an information provider) or determine in good faith such exchange rate by reference to such sources as it may select in its absolute discretion.
Related Exchange(s) means, in respect of a Share, an ADR or an Index (and, in the case the Underlying is an ADR, the Deposited Securities), each exchange or quotation system where trading has a material effect (as determined by the Calculation Agent) on the overall market for futures and options contracts relating to such Share, ADR, Index or Deposited Securities, any successor exchange or quotation system or any substitute exchange or quotation system to which trading in futures or options contracts relating to a Share, ADR, Index or Deposited Securities, has temporarily relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to the futures or options contracts relating such Share, ADR, Index or Deposited Securities, on such temporary substitute exchange or quotation system as on the original Related Exchange).
Scheduled Closing Time means, in respect of an Exchange or Related Exchange, the scheduled weekday closing time of such Exchange or Related Exchange, without regard to after hours or any other trading outside of the regular trading session hours.
I.2 Definitions and provisions relating to valuation and Market Disruption Event
Valuation Date means, in respect of a Share, an ADR or an Index, each date specified as such in the applicable Final Terms (or, if such date is not a Scheduled Trading Day for such Share, ADR or Index, the next following Scheduled Trading Day), unless such day is a Disrupted Day in which case it shall be postponed pursuant to the provisions of Part I.3 "Consequences of Disrupted Days for a Share, an ADR or an Index".
Valuation Time means, in respect of a Share, an ADR or an Index, the Scheduled Closing Time provided however that if the Exchange closes prior to its Scheduled Closing Time, the Valuation Time shall be the actual closing time of the Exchange.
Market Disruption Event means, in respect of a Share or an Index, the occurrence or existence of (a) a Trading Disruption, (b) an Exchange Disruption which, in either case, the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time or (c) an Early Closure. For the purpose hereof:
A. Trading Disruption means, in respect of a Share or an Index, any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise (a) relating to the Share on the Exchange or, in the case of an Index, on the relevant Exchange(s) relating to securities that comprise 20 per cent. or more of the level of the relevant Index or (b) in futures or options contracts relating to the Share or the relevant Index on any relevant Related Exchange;
B. Exchange Disruption means, in respect of a Share or an Index, any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for (a) the Share on the Exchange, or, in the case of an Index, on any relevant Exchange(s) relating to securities that comprise 20 per cent. or more of the level of the relevant Index, or (b) futures or options contracts relating to the Share or the relevant Index on any relevant Related Exchange;
C. Early Closure means, the closure on any Exchange Business Day of (a) (i) in the case of a Share, the relevant Exchange, or (ii) in the case of an Index any relevant Exchange(s) relating to securities that comprise 20 per cent. or more of the level of the relevant Index, or (b) any Related Exchange, prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or Related Exchange (as the case may be) at least one hour prior to the earlier of (x) the actual closing time for the regular trading session on such Exchange or Related Exchange (as the case may be) on such Exchange Business Day and
(y) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the relevant Valuation Time on such Exchange Business Day.
In the event that the Underlying is in the form of an ADR issued pursuant to a Deposit Agreement (a) references to Share in the definitions of Market Disruption Event, Trading Disruption, Exchange Disruption and Early Closure above refer both to the ADR and to the Deposited Securities relating to such ADR, and (b) references to Exchange and Related Exchange in these definitions refer to such exchanges as they relate to both the ADR and to the Deposited Securities relating to such ADR. For the avoidance of doubt, a Disrupted Day will be deemed to have occurred with respect to an ADR if a Disrupted Day has occurred with respect to the related Deposited Securities.
I.3 Consequences of Disrupted Days for a Share, an ADR or an Index
If any Valuation Date or Averaging Date specified in the applicable Final Terms (the Scheduled Valuation Date and the Scheduled Averaging Date respectively), is a Disrupted Day for a Share, an ADR or an Index, the Valuation Date or the Averaging Date for such Share, ADR or Index shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day in respect of that Share, ADR or Index, unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date or the Scheduled Averaging Date is also a Disrupted Day. In that case:
A. that eighth Scheduled Trading Day shall be deemed to be the Valuation Date or Averaging Date, for the Share, ADR or Index notwithstanding the fact that such day is a Disrupted Day, and
B. the Calculation Agent shall determine (a) in respect of a Share or an ADR, its good faith estimate of the value of the Share or ADR as of the Valuation Time on that eighth Scheduled Trading Day or (b) in respect of an Index, the level of the Index as of the Valuation Time on that eighth Scheduled Trading Day in accordance with the formula for and method of calculating that Index last in effect prior to the occurrence of the first Disrupted Day using the Exchange traded or quoted price as of the Valuation Time on that eighth Scheduled Trading Day of each security comprised in the Index (or if an event giving rise to a Disrupted Day has occurred in respect of the relevant security on that eighth Scheduled Trading Day, its good faith estimate of the value of the relevant security as of the Valuation Time on that eighth Scheduled Trading Day) and the good faith estimate of the value of the Share or ADR or the level of the Index so calculated shall be deemed the Closing Price;
Provided that if the Share, ADR or Index is included in a Basket, the hereabove provisions shall apply only to the Share, ADR or Index affected by the occurrence of a Disrupted Day and the Valuation Date or the Averaging Date for each Share, ADR or Index not affected by a Disrupted Day shall be the Scheduled Valuation Date or the Scheduled Averaging Date.
Provided however that,
(a) if a Scheduled Averaging Date is a Disrupted Day, the Averaging Date shall be postponed pursuant to the provisions above to the first succeeding Scheduled Trading Day that is not a Disrupted Day provided it is not also a Scheduled Averaging Date; if on the eighth Scheduled Trading Day following the Scheduled Averaging Date a Scheduled Trading Day that is not a Disrupted Day nor another Scheduled Averaging Date has not occurred, then that eighth Scheduled Trading Day shall be deemed the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is also a Scheduled Averaging Date), and the Calculation Agent shall make on that day the determinations described in (B) above, and the good faith estimate of the value of the Share or ADR or the level of the Index so calculated shall be deemed the Closing Price;
(b) notwithstanding the foregoing, in respect of any Notes, a Valuation Date or an Averaging Date (postponed as the case may be pursuant to the provisions above) shall occur not later than the fourth Business Day before the date of any payment to be made under the Notes on the basis of determinations made on such Valuation Date or Averaging Date; if a Valuation Date or an Averaging Date (postponed as the case may be pursuant to the provisions above) would fall less than the fourth Business Day prior to the date of any payment to be made under the Notes on the basis of determinations made on such Valuation Date or Averaging Date, then that fourth Business Day shall be deemed the Valuation Date or Averaging Date and the Calculation Agent shall make, on that day the determinations described in (B) above at the latest as of the Valuation Time on such fourth Business Day and the good faith estimate of the value of the Share or ADR or the level of the Index so calculated shall be deemed the Closing Price.
II. DEFINITIONS SPECIFIC TO SHARES AND ADR
ADR means an American Depositary Receipt (or the American Depositary Receipts in the case of a Basket) representing shares issued by a Company and which constitute Deposited Securities, specified as Underlying in the applicable Final Terms, subject to adjustment pursuant to the provisions of Part 2-I "Adjustments and Extraordinary Events Relating to Shares and ADR".
ADR Intraday Price means, in respect of an ADR, the price of such ADR on the relevant Exchange at any time during a trading session on an Exchange Business Day, including the Closing Price.
Deposit Agreement means the deposit agreement between the Company that has issued the shares that are Deposited Securities and the Depositary pursuant to which an ADR was issued.
Depositary means the depositary appointed in the Deposit Agreement or any successor to it from time to time in such capacity.
Deposited Securities means the shares issued by a Company held by the Depositary under the Deposit Agreement pursuant to which an ADR evidencing such Deposited Securities was issued.
Disrupted Day means, in respect of a Share or an ADR (or, in the case of a Basket of Shares or ADR, in respect of any Share or ADR comprising the Basket and observed separately), any Scheduled Trading Day on which (a) a relevant Exchange or Related Exchange fails to open for trading during its regular trading session or (b) a Market Disruption Event has occurred.
Exchange Business Day means, in respect of a Share or an ADR, (or, in the case of a Basket of Shares or ADR, in respect of any Share or ADR comprising the Basket and observed separately) any Scheduled Trading Day on which each relevant Exchange and Related Exchange are open for trading during their respective regular trading sessions, notwithstanding any such Exchange or Related Exchange closing prior to its Scheduled Closing Time.
Scheduled Trading Day means, in respect of a Share or an ADR (or, in the case of a Basket of Shares or ADR, in respect of any Share or ADR comprising the Basket and observed separately), any day on which each Exchange and each Related Exchange, if any, are scheduled to be open for trading for their respective regular trading session.
Share(s) means a share of the Company (or the shares of the relevant Company in the case of a Basket) specified as Underlying in the applicable Final Terms, subject to adjustment pursuant to the provisions of Part 2-I "Adjustments and Extraordinary Events relating to Shares and ADR".
Share Intraday Price means the price of a Share on the relevant Exchange at any time during a trading session on an Exchange Business Day, including the Closing Price.
III. DEFINITIONS SPECIFIC TO INDICES
Disrupted Day means, in respect of an Index, any Scheduled Trading Day on which (a) a relevant Related Exchange fails to open for trading during its regular trading session, (b) a Market Disruption Event has occurred or (c) the Index Sponsor fails to publish the Closing Price of the Index.
Exchange Business Day means, in respect of an Index (or, in the case of a Basket of Indices, each Index comprising the Basket and observed separately), any Scheduled Trading Day on which the relevant Related Exchange of the Index is open for trading during its regular trading session, notwithstanding any such Related Exchange closing prior to its Scheduled Closing Time and the Index Sponsor publishes the Closing Price of such Index.
Index means the index (or the indices in the case of a Basket) specified as Underlying in the applicable Final Terms, subject to adjustment pursuant to the provisions of Part 2-II "Adjustments and Events relating to Indices".
Index Calculation Agent means the entity in charge of calculating and publishing the Index, if different from the Index Sponsor.
Index Sponsor means the corporation or other entity (as specified in the applicable Final Terms) that
(a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if any, related to the relevant Index and/or (b) announces (directly or through an Index Calculation Agent) the level of the relevant Index on a regular basis.
Index Intraday Price means, in respect of an Index, the level of such Index on the relevant Exchange at any time during a trading session on an Exchange Business Day including the Closing Price.
Opening Price means the value of the FTSE MIB index calculated on the Opening Auction Prices (as defined under Borsa Italiana’s Rules) recorded on the Valuation Date provided that this is a trading day on the Borsa Italiana S.p.A. of the financial instruments making up the Index as defined in the article
1.3 of the Borsa Italiana’s Rules and calculated following the provisions of the article 4.1.5 of the Borsa Italiana’s Rules. If, during the Valuation Date, the Opening Price of the Index cannot be determined for any reason whatsoever, the Calculation Agent shall determine the level of the Index in good faith on that Valuation Date in accordance with the formula for, and method of, calculating that Index last in effect prior to the occurrence pf the event that prevents the determination of the Opening Price of the Index and taking into account any other objective element that may be available.
Scheduled Trading Day means, in respect of an Index, any day on which (a) the Index Sponsor is scheduled to publish the Closing Price of the Index and (b) the Related Exchange is scheduled to be open for trading during its regular trading session.
IV. DEFINITIONS AND PROVISIONS SPECIFIC TO SGI INDICES
IV. 1. General Definitions
Averaging Date means, in respect of a Valuation Date and a SGI Index, each date specified as such in the applicable Final Terms for the purpose of determining an average (or if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day) unless such day is a Disrupted Day in which case it shall be postponed pursuant to the provisions of Part 1-IV.2 "Consequences of Disrupted Days for a SGI Index" .
Basket means a basket composed of the SGI Indices (each an Underlying) in the relative proportions or numbers of SGI Indices specified in the applicable Final Terms.
Business Day means a "Business Day" as defined in Condition 3 of the Terms and Conditions, determined on the basis of the Specified Currency of the relevant Notes.
Closing Price means the official closing level of the SGI Index published by the Index Calculation Agent on the relevant Valuation Date.
Commodity Disruption Event means a Market Disruption Event as defined in the Commodities Technical Annex herein.
Commodity Instrument means an article of trade or commerce such as aluminium, crude oil, cocoa, corn, cotton, copper, milk, emissions allowances, cattle, gas oil, gold, silver, heating oil, coffee, wheat, lean hogs, natural gas, nickel, orange juice, lead, palladium, platinum, sugar, soybean, and more generally any commodity, any index on the aforementioned or any other similar instrument specified in the Index Rules.
Debt Instrument means a bond (including a structured bond), a note (including an Euro Medium Term Note), a money market instrument such as a certificate of deposit, a promissory note, a bill, a deposit, and more generally any other debt instrument representing a debt of an issuer, any index on the aforementioned or any other similar instrument specified in the Index Rules.
Debt Disruption Event or Other Instrument Disruption Event means the occurrence of any of the following events (a) the non-publication of the closing levels or market value of the relevant Debt Instrument or Other Instrument, (b) the suspension or limitation imposed on trading on the over-the- counter, organised or regulated market(s) on which the relevant Debt Instrument or Other Instrument is traded, (c) any event that disrupts or impairs the ability of market participants in general to effect transactions in, or obtain market values for, the Debt Instrument or Other Instrument on the over-the- counter, organised or regulated market(s) on which the relevant Debt Instrument or Other Instrument is traded, (d) the unforeseen early closure of the organised or regulated market(s) on which the relevant Debt Instrument or Other Instrument is traded, or (e) the redemption, cancellation or permanent discontinuance of the relevant Debt Instrument or Other Instrument.
Disrupted Day means any Scheduled Trading Day on which a Market Disruption Event occurs.
Equity Disruption Event means, in respect of an Equity Instrument, the occurrence or existence of (a) a Trading Disruption, (b) an Exchange Disruption which, in either case, the Calculation Agent determines is material, at any time during the one hour period that ends at the relevant Valuation Time or (c) an Early Closure. For the purpose hereof:
A. Trading Disruption means any suspension of or limitation imposed on trading by the relevant Exchange or Related Exchange or otherwise and whether by reason of movements in price exceeding limits permitted by the relevant Exchange or Related Exchange or otherwise (a) relating to Shares on the relevant Exchange(s), or (b) futures or options contracts on any relevant Related Exchange relating to (i) Shares (which Shares in the case of (a) and (b)(i) comprise 20 per cent. or more of the level of the SGI Index, either directly or indirectly through
an Underlying Index or an index that is an Index Component of an Underlying Index) or (ii) one or more Underlying Index(ices) or one or more index(ices) that is/are Index Component(s) of an Underlying Index;
B. Exchange Disruption means any event (other than an Early Closure) that disrupts or impairs (as determined by the Calculation Agent) the ability of market participants in general to effect transactions in, or obtain market values for (a) Shares on the relevant Exchange(s) or (b) futures or options contracts on any relevant Related Exchange, relating to (i) Shares (which Shares in the case of (a) and (b)(i) comprise 20 per cent. or more of the level of the SGI Index, either directly or indirectly through an Underlying Index or an index that is an Index Component of an Underlying Index) or (ii) one or more Underlying Index(ices) or one or more index(ices) that is/are Index Component(s) of an Underlying Index;
C. Early Closure means the closure on any Exchange Business Day of:
(a) any relevant Exchange(s) relating to Shares that comprise 20 per cent. or more of the level of the SGI Index (either directly or indirectly through an Underlying Index or an index that is an Index Component of an Underlying Index) or;
(b) any Related Exchange for futures or options contracts relating to (i) Shares that comprise 20 per cent. or more of the level of the SGI Index (either directly or indirectly through an Underlying Index or an index that is an Index Component of an Underlying Index) or (ii) one or more Underlying Index(ices) or one or more index(ices) that is/are Index Component(s) of an Underlying Index,
prior to its Scheduled Closing Time unless such earlier closing is announced by such Exchange or Related Exchange (as the case may be) at least one hour prior to the earlier of
(x) the actual closing time for the regular trading session on such Exchange or Related Exchange (as the case may be) on such Exchange Business Day and (y) the submission deadline for orders to be entered into the Exchange or Related Exchange system for execution at the relevant Valuation Time on such Exchange Business Day.
Equity Instrument means a Share or an index on Share(s) or an exchange traded fund (ETF).
Exchange means the principal exchange or quotation system on which, in the good faith determination of the Calculation Agent, the relevant Index Components are traded and which offers the highest liquidity for such components, or any successor or substitute exchange or quotation system.
Exchange Business Day means, in respect of a SGI Index (or, in the case of a Basket of SGI Indices, each SGI Index observed separately), any Scheduled Trading Day on which the Index Calculation Agent publishes the Closing Price.
Fund Disruption Event means a Disruption Event as defined in Part 2-III "Disruption Events relating to any Fund and/or any Fund Unit" of the Fund Technical Annex.
Fund Instrument means a share or a unit in a fund, an investment company or other pooled investment vehicle, any index on the aforementioned or any other similar instrument specified in the Index Rules.
Index Calculation Agent means the entity in charge of calculating and publishing the SGI Index, if different from the Index Sponsor.
Index Component means an Equity Instrument, a Fund Instrument, a Debt Instrument, a Commodity Instrument, an Other Instrument and/or a Market Data, as specified in the Index Rules. For the purposes of the Notes, the relevant Index Component(s) is/are an Equity Instrument, a Fund Instrument, a Debt Instrument, a Commodity Instrument, an Other Instrument, a Market Data, or any
combination thereof as specified in the Index Rules, which Index Component(s) may be modified from time to time pursuant to such Index Rules.
Index Component Event means the occurrence of any of the following events:
A. for a SGI Index in respect of which the Index Components comprise, without limitation, one or more Equity Instrument(s): the occurrence of an Equity Disruption Event in respect of one or more of these Equity Instruments; and
B. for a SGI Index in respect of which the Index Components comprise, without limitation, one or more Fund Instrument(s): the occurrence of a Fund Disruption Event in respect of one or more of these Fund Instruments; and
C. for a SGI Index in respect of which the Index Components comprise, without limitation, one or more Commodity Instrument(s): the occurrence of a Commodity Disruption Event in respect of one or more of these Commodity Instruments; and
D. for a SGI Index in respect of which the Index Components comprise, without limitation, one or more Debt Instrument(s): the occurrence of a Debt Disruption Event in respect of one or more of these Debt Instruments; and
E. for a SGI Index in respect of which the Index Components comprise, without limitation, one or more Other Instrument(s): the occurrence of an Other Instrument Disruption Event in respect of one or more of these Other Instruments; and
F. for a SGI Index in respect of which the Index Components comprise, without limitation, one or more Market Data: the occurrence of a Market Data Disruption Event in respect of one or more of these Market Data; and
G. for a SGI Index in respect of which the Index Components comprise, without limitation, one or more index(ices) (each an Underlying Index) and:
(a) if the Underlying Index comprises, without limitation, one or more Equity Instrument(s) the occurrence of an Equity Disruption Event in respect of one or more of these Equity Instruments; and
(b) if the Underlying Index comprises, without limitation, one or more Fund Instrument(s): the occurrence of a Fund Disruption Event in respect of one or more of these Fund Instruments; and
(c) if the Underlying Index comprises, without limitation, one or more Commodity(ies) Instruments: the occurrence of a Commodity Disruption Event in respect of one or more of these Commodity Instruments; and
(d) if the Underlying Index comprises, without limitation, one or more Debt Instrument(s): the occurrence of a Debt Disruption Event in respect of one or more of these Debt Instruments; and
(e) if the Underlying Index comprises, without limitation, one or more Other Instrument(s): the occurrence of an Other Instrument Disruption Event in respect of one or more of these Other Instruments; and
(f) if the Underlying Index comprises, without limitation, one or more Market Data: the occurrence of a Market Data Disruption Event in respect of one or more of these Market Data;
even if the Closing Price of the SGI Index is published by the Index Calculation Agent on the day on which such event(s) occur(s).
Index Rules means the relevant Global Index Methodology as supplemented by the relevant SGI Index rules, both as may be amended, supplemented or superseded from time to time. A summary of the Index Rules applicable to the SGI Index is available either online on the website xxx.xxxxxxx.xxx, or if not online, upon written request made to the Index Sponsor.
Index Sponsor means the corporation or other entity (as specified in the applicable Final Terms) that
(a) is responsible for setting and reviewing the rules and procedures and the methods of calculation and adjustments, if any, related to the relevant SGI Index and/or (b) announces (directly or through an Index Calculation Agent) the level of the relevant SGI Index on a regular basis.
Market Data means a rate (including an interest rate, a foreign exchange rate or a swap rate), a spread, or any other data specified in the Index Rules.
Market Data Disruption Event means the non-publication of the level of the relevant Market Data.
Market Disruption Event means the occurrence of any of the following events which has a material effect on the Notes as determined by the Calculation Agent: (a) the non-publication of the Closing Price other than as a result of an Index Disruption (as defined below in Part 2-III "Adjustments and Events relating to SGI Indices") or (b) an Index Component Event.
Other Instrument means a warrant, an over-the-counter swap, a future or option, a future or option or other contract traded on a regulated or organised market, an index on the aforementioned regardless of the underlying of such Other Instrument, or any other similar instrument specified in the Index Rules.
Related Exchange means each exchange or quotation system where, in the good faith determination of the Calculation Agent, trading has a material effect on the overall market for futures and options relating to the relevant Index Components, or any successor or substitute exchange or quotation system.
Scheduled Closing Time means, in respect of an Exchange or Related Exchange, the scheduled weekday closing time of such Exchange or Related Exchange, without regard to after hours or any other trading outside of the regular trading session hours.
Scheduled Trading Day means, in respect of a SGI Index, any day on which the Index Calculation Agent is scheduled to publish the Closing Price pursuant to the Index Rules.
SGI Index means the Société Générale index (or the SGI Indices in the case of a Basket) specified as Underlying in the applicable Final Terms, subject to adjustments pursuant to the provisions of Part 2-III "Adjustments and Events relating to SGI Indices".
Share means a share of a company.
Similar Index means an index whose "main characteristics" are similar to those of the SGI Index, in the determination of the Calculation Agent. The "main characteristics" of an index comprise, without limitation, its strategy, its currency, the asset class and the geographical or economical sectors reflected in such index.
Valuation Date means each date specified as such in the applicable Final Terms (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day), unless such day is a Disrupted Day in which case it shall be postponed pursuant to the provisions of Part 2-III "Consequences of Disrupted Days for a SGI Index".
Valuation Time means the time on the relevant Valuation Date at which the Closing Price is published by the Index Calculation Agent pursuant to the Index Rules.
IV.2. Consequences of Disrupted Days for a SGI Index
If any Valuation Date or Averaging Date specified in the applicable Final Terms (the Scheduled Valuation Date or the Scheduled Averaging Date) is a Disrupted Day for a SGI Index, then the Valuation Date or Averaging Date for such SGI Index shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day in respect of that SGI Index, unless each of the eight Scheduled Trading Days immediately following the Scheduled Valuation Date or Averaging Date is a Disrupted Day. In that case:
A. the eighth Scheduled Trading Day shall be deemed to be the Valuation Date or Averaging Date, notwithstanding the fact that such day is a Disrupted Day, and
B. the Calculation Agent shall determine the level of the SGI Index on that eighth Scheduled Trading Day in accordance with the formula for and method of calculating that SGI Index last in effect prior to the occurrence of the first Disrupted Day, notwithstanding the fact that the Index Calculation Agent has published a Closing Price on such date.
Provided that if the SGI Index is included in a Basket, the hereabove provisions shall apply only to the SGI Index affected by the occurrence of a Disrupted Day and the Valuation Date or Averaging Date for each other underlying comprised in the Basket and not affected by a Disrupted Day shall be the Scheduled Valuation Date or the Scheduled Averaging Date.
Provided however that,
(a) if a Scheduled Averaging Date is a Disrupted Day, the Averaging Date shall be postponed pursuant to the provisions above to the first succeeding Scheduled Trading Day that is not a Disrupted Day provided it is not also a Scheduled Averaging Date; if on the eighth Scheduled Trading Day following the Scheduled Averaging Date a Scheduled Trading Day that is not a Disrupted Day nor another Scheduled Averaging Date has not occurred, then that eighth Scheduled Trading Day shall be deemed the Averaging Date (irrespective of whether that eighth Scheduled Trading Day is also a Scheduled Averaging Date), and the Calculation Agent shall make on that day the determinations described in (B) above, and the good faith estimate of the level of the SGI Index so calculated shall be deemed the Closing Price;
(b) notwithstanding the foregoing, in respect of any Notes, a Valuation Date or an Averaging Date (postponed as the case may be pursuant to the provisions above) shall occur not later than the fourth Business Day before the date of any payment to be made under the Notes on the basis of determinations made on such Valuation Date or Averaging Date; if a Valuation Date or an Averaging Date (postponed as the case may be pursuant to the provisions above) would fall less than the fourth Business Day prior to the date of any payment to be made under the Notes on the basis of determinations made on such Valuation Date or Averaging Date, then that fourth Business Day shall be deemed the Valuation Date or Averaging Date and the Calculation Agent shall make, on that day the determinations described in (B) above at the latest as of the Valuation Time on such fourth Business Day and the good faith estimate of the level of the SGI Index so calculated shall be deemed the Closing Price.
V. DEFINITIONS SPECIFIC TO SHARES OR UNITS OF ETF
Part 1 - I "Common definitions and provisions for Shares, ADR, Indices and Dividends" and II "Definitions specific to Shares and ADR" above of this Equity Technical Annex, De-listing Event and any related provisions of Part 2 below of this Equity Technical Annex shall apply to a share or unit of an ETF which for all purposes of these provisions shall be deemed to be a Share and to an ETF which shall be deemed to be a Company.
Part 2 - I. "Adjustments" and Part 2 - II. "Extraordinary Events relating to any Fund and/or any Fund Unit" of the Fund Technical Annex shall apply to an ETF which for all purposes of these provisions shall be deemed to be a Fund.
VI. DEFINITIONS SPECIFIC TO DIVIDENDS
This section applies to Dividends when they are specified as Underlying(s) in the applicable Final Terms.
Dividend means in respect of a Share:
A. an amount of dividend per Share as declared by the Company, before the withholding or deduction of taxes at source by or on behalf of any applicable authority having power to tax in respect of such a dividend (an Applicable Authority), but which shall not take into account:
(a) any imputation or other credits, refunds or deductions granted by an Applicable Authority (together, the Credits); and
(b) any taxes, credits, refunds or benefits imposed, withheld, assessed or levied on the Credits referred to in (a) above, and/or
B. an amount per Share being the cash value of any dividend paid in shares (whether or not such dividend comprises shares that are not the ordinary shares of the issuer) declared by the Company (or, if no cash value is declared by the issuer, the cash value of such dividend as determined by the Calculation Agent, calculated by reference to the opening price of such ordinary shares on the Ex-Dividend Date applicable to that dividend) provided that if holders of record of the relevant Share may elect between receiving an amount as defined in (A) above or in this subparagraph (B), the dividend shall be deemed to be an amount as defined in (A) above.
Provided that, this definition shall exclude (a) any dividends in relation to which the Index Sponsor makes an adjustment to the Index when the Share is considered as a component of an Index, or (b) any dividends in relation to which the Related Exchange makes an adjustment to the Designated Contract when the Share is considered individually or as part of a basket (however where the Index Sponsor has adjusted the Index for part of a dividend or as the case may be the Related Exchange, the provisions above shall apply only to the unadjusted part).
Designated Contract means an options or futures contract on the Share traded on the Related Exchange with an expiry date (or the date which would have been the expiry date but for that day being a Disrupted Day or not being a Scheduled Trading Day) that matches the relevant Valuation Date specified in the applicable Final Terms.
Dividend Period means the period specified as such in the applicable Final Terms.
Ex-Dividend Date means in respect of a Dividend the date on which the relevant Share is scheduled to commence trading ex-dividend on the primary exchange or quotation system for such Share, as determined by the Calculation Agent.
Official Index Divisor means the value, calculated by the Index Sponsor, necessary to ensure that the numerical value of the Index remains unchanged after a change in the composition of the Index. The value of the Index after any change in its composition is divided by the Official Index Divisor to ensure that the value of the Index returns to its normalised value.
Official Number means, in respect of a date, an Index and a Share comprising such Index, the number of free-floating shares relating to such Share comprised in the Index, as calculated and published by the Index Sponsor on such date, subject to "Failure to Publish" under Part 2 - IV.2 below.
PART 2 – ADJUSTMENTS, EXTRAORDINARY EVENTS, HEDGING DISRUPTION, INCREASED COST OF HEDGING, INSOLVENCY FILING AND CHANGE IN LAW RELATING TO SHARES, ADR, INDICES, SGI INDICES AND DIVIDENDS
I. ADJUSTMENTS AND EXTRAORDINARY EVENTS RELATING TO SHARES AND ADR
I.1 Potential Adjustment Events
Potential Adjustment Event means, in relation to a Share, any of the following:
A. a subdivision, consolidation or reclassification of such Share (unless resulting in a Merger Event), including, for the avoidance of doubt, a stock split or reverse stock split, or a free distribution or dividend of any such Shares to existing holders by way of bonus, capitalisation or similar issue;
B. a distribution, issue or dividend to existing holders of such Share of (a) such Shares, (b) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Company equally or proportionately with such payments to holders of such Shares, (c) share capital, other securities of another issuer acquired or owned (directly or indirectly) by the Company as a result of a spin-off or other similar transaction, or (d) any other type of securities, rights or warrants or other assets, in any case for payment (in cash or otherwise) at less than the prevailing market price as determined by the Calculation Agent;
C. an extraordinary dividend as determined by the Calculation Agent;
D. a call by the Company in respect of Shares that are not fully paid;
E. a repurchase by the Company or any of its subsidiaries of Shares whether out of profits or capital and whether the consideration for such repurchase is cash, securities or otherwise;
F. an event that results in any shareholder rights being distributed or becoming separated from shares of common stock or other shares of the capital stock of the Company pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that provides upon the occurrence of certain events for a distribution of preferred stock, warrants, debt instruments or stock rights at a price below their market value, as determined by the Calculation Agent provided that any adjustment effected as a result of such an event shall be readjusted upon any redemption of such rights; or
G. any other event having, in the opinion of the Calculation Agent, a diluting or concentrative effect on the theoretical value of the Shares.
Following the occurrence of any Potential Adjustment Event as defined above, the Calculation Agent will, as soon as reasonably practicable after it becomes aware of such event determine whether such Potential Adjustment Event has a diluting or concentrative effect on the theoretical value of the Share and, if so, will (a) calculate the corresponding adjustment, if any, to be made to the elements relating to the relevant Share used to determine any settlement or payment terms under the Notes and/or adjust any other terms of the Notes as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Notes and (b) determine the effective date of that adjustment. In its determinations of the existence and extent of any dilutive or concentrative effect on the theoretical value of the Shares of any Potential Adjustment Event, and any related adjustments to the terms of the Notes, the Calculation Agent shall take into account any amounts of Local Taxes that would, in the determination of the Calculation Agent, be withheld from or paid or otherwise incurred by an Offshore Investor in connection with such Potential Adjustment Event. The Calculation Agent may (but need not) determine the appropriate adjustment by reference to the adjustment in respect of such Potential Adjustment Event made by a Related Exchange to options on the Share traded on such Related Exchange.
In the event that the Underlying is in the form of an ADR, references to Share in the definition of Potential Adjustment Event above refer to the Deposited Securities underlying such ADR. In addition, an event that has a diluting or concentrative effect on the Deposited Securities will affect the theoretical value of the ADR unless (and to the extent that) the Company or the Depositary, pursuant to its authority (if any) under the Deposit Agreement, elects to adjust the number of the Deposited Securities that are represented by each ADR such that the price of the ADR will not be affected by any such event (as determined by the Calculation Agent), in which case the Calculation Agent will make no adjustment. If the Company or the Depositary elects not to adjust the number of Deposited Securities that are represented by an ADR or makes an adjustment that the Calculation Agent determines not to have been adequate, then the Calculation Agent may, in its discretion, make the necessary adjustment to the elements relating to the Underlying used to determine any settlement or payment terms under the Notes and/or any other terms of the Notes as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the Notes and determine the effective date of that adjustments. The Depositary may also have the ability pursuant to the Deposit Agreement to make adjustments in respect of the ADR for share distributions, rights distributions, cash distributions and distributions other than shares, rights and cash. Upon any such adjustment by the Depository, the Calculation Agent may, in its discretion, make the necessary adjustments as the Calculation Agent deems appropriate to account for such event.
Definitions applicable to this section:
Local Taxes shall mean taxes, duties, and similar charges imposed by the taxing authority of the country in which the Company has been incorporated or in which the Exchange on which the Share is listed is located.
Offshore Investor shall mean a holder of Shares who is an institutional investor not resident in the country in which the Company has been incorporated or in which the Exchange on which the Share is listed is located (the Local Jurisdiction), for the purposes of the tax laws and regulations of the Local Jurisdiction and, for the avoidance of doubt, whose jurisdiction of residence (a) shall be determined by the Calculation Agent and (b) may be the jurisdiction of Société Générale or one of its affiliates.
I.2 Extraordinary Events
A. Upon the occurrence, in the determination of the Calculation Agent, on or prior to the last Valuation Date or the last Averaging Date of the opening of an Offering Period relating to a Merger Event, a De-merger Event, a De-listing Event, an Insolvency, a Nationalisation or a Participation Event, in respect of a Share or an ADR (an Affected Share or an Affected ADR), then during such Offering Period, the Calculation Agent may decide in good faith to apply Method of Substitution with respect to the Affected Share or Affected ADR.
B. If the Calculation Agent decides not to apply Method of Substitution during the Offering Period with respect to the Affected Share or Affected ADR, then:
(a) in respect of a Merger Event, from the Merger Date, and/or upon consummation of the Merger Event, until the sixtieth Business Day thereafter, the Calculation Agent, acting in good faith, shall apply either:
(i) Share-for-Share Merger Event: Alternative Obligation and/or Method of Substitution or Early Redemption;
(ii) Share-for-Other Merger Event: Alternative Obligation and/or Method of Substitution or Early Redemption; or
(iii) Share-for-Combined Merger Event: Alternative Obligation and/or Method of Substitution or Early Redemption;
(b) in the case of a Merger Event affecting two Shares or ADR comprised in a Basket, the Calculation Agent will either:
(i) continue with the share or ADR resulting from the Merger Event and in order to maintain the original number of companies in the Basket, a Substitute Share or Substitute ADR (as applicable) will be elected and included in the Basket;
(ii) substitute both Shares (or ADR) with two Substitute Shares (or ADR) selected as described in the Method of Substitution; or
(iii) apply the Early Redemption;
(c) in respect of a De-merger Event, from the De-merger Date, and/or upon consummation of the De-merger Event, until the sixtieth Business Day thereafter, the Calculation Agent, acting in good faith, will either:
(i) replace the Affected Share or Affected ADR with the shares or ADR of the successor companies;
(ii) substitute one or more share(s) resulting from such De-merger Event pursuant to the Method of Substitution; or
(iii) apply the Early Redemption;
it being understood that, in the case of a Basket, the Calculation Agent shall maintain the initial number of companies in the Basket and that in the case where the Calculation Agent has elected to substitute the Affected Share or Affected ADR with several shares or ADR resulting from such De-merger Event, such shares or ADR shall be placed in a sub-basket and considered as one component of the Basket;
(d) in respect of a De-listing Event or a Nationalisation, from the effective date of such event, until the sixtieth Business Day thereafter, the Calculation Agent, acting in good faith, may, but is not obliged to, apply the Method of Substitution or the Early Redemption;
(e) in respect of an Insolvency, the Calculation Agent will decide, either that:
(i) the Affected Share or the Affected ADR will be substituted pursuant to the Method of Substitution; or
(ii) the value of the relevant component in the formula used to determine the amount to be paid or whether a condition has occurred, if any, as described in the applicable Final Terms, representing the Affected Share or the Affected ADR will be accounted by the Calculation Agent for its fair market value determined at any time as from the date of occurrence of such Insolvency until the last Valuation Date or the last Averaging Date. The determination of the fair market value shall depend upon the liquidity of the market and the trading conditions relating to the Share or ADR affected at the time of calculation; or
(iii) the Early Redemption; and
(f) in respect of a Participation Event from the effective date of such event until the sixtieth Business Day thereafter, the Calculation Agent may, but is not obliged to, select a Substitute Share or Substitute ADR for the Affected Share or the Affected ADR pursuant to the Method of Substitution.
C. Notwithstanding anything herein to the contrary, the Calculation Agent shall use its reasonable endeavours at all times to maintain the original number of companies in the Basket as Companies hereunder.
Definitions applicable to this section:
Alternative Obligation means:
A. if, in respect of a Share-for-Share Merger Event, the Calculation Agent decides to apply Alternative Obligation, then on or after the relevant Merger Date the New Shares and the issuer of such New Shares (or, in the case of New Shares which are issued in the form of ADR, the issuer of the Deposited Securities related to such ADR) will be deemed the Shares (or ADR, as the case may be) and the Company, respectively, and, if necessary, the Calculation Agent will adjust any relevant terms of the Notes on the basis of the number of New Shares (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of the relevant number of Shares or ADR immediately prior to the occurrence of the Merger Event would be entitled upon consummation of the Merger Event;
B. if, in respect of a Share-for-Other Merger Event, the Calculation Agent decides to apply Alternative Obligation, then on or after the relevant Merger Date, the Calculation Agent will adjust any relevant terms of the Notes on the basis of the amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of the relevant number of Shares or ADR would be entitled upon consummation of the Merger Event and, if necessary, any relevant terms of the Notes; and
C. if, in respect of a Share-for-Combined Merger Event, the Calculation Agent decides to apply Alternative Obligation, then on or after the Merger Date the New Shares and the Other Consideration will be deemed the Shares (or ADR, as the case may be) and the issuer of the New Shares (or, in the case of New Shares which are issued in the form of ADR, the issuer of the Deposited Securities related to such ADR) will be deemed the Company respectively, and, if necessary, the Calculation Agent will adjust any relevant terms of the Notes on the basis of the number of New Shares and the amount of Other Consideration (as subsequently modified in accordance with any relevant terms and including the proceeds of any redemption, if applicable) to which a holder of the relevant number of Shares or ADR would be entitled upon consummation of the Merger Event.
Combined Consideration means New Shares in combination with Other Consideration.
De-listing Event means, in respect of a Share or an ADR, that such Share or ADR (or Deposited Securities related to such ADR): (a) ceases to be listed, traded or publicly quoted on the relevant Exchange or listing compartment of the relevant Exchange (for any reason other than a Merger Event or a tender offer) and is not immediately re-listed, re-traded or re-quoted on an exchange or quotation system located in the same country as the Exchange (or where the Exchange is within the European Union, in any Member State of the European Union) or (b) has its listing, trading or public quotation maintained in inappropriate conditions in the opinion of the Calculation Agent (such conditions to include, without limitation, a lack of liquidity or the disappearance of the relevant futures and/or option contract of the relevant Share) or (c) in respect of an Underlying in the form of an ADR, the Deposit Agreement is terminated.
De-merger Event means, in respect of any Share or ADR, that the Company relevant to such Share or ADR is affected by a de-merger including, without limitation, a spin off, scission or any operation of a similar nature.
De-merger Date means the date on which a De-merger Event becomes effective.
Early Redemption means that there will be an Early Redemption of the Notes on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
Fixing Period means the period subject to a maximum of ten Exchange Business Days, which shall expire no later than 90 Business Days following the Merger Date, the De-merger Date or the effective date of the De-listing Event, Nationalisation, Insolvency or Participation Event) during which:
A. Société Générale or one of its affiliates sells the Affected Shares, Affected ADR, the New Shares and/or the Other Consideration, (as the case may be), on the basis of the weighted average of the closing prices of the relevant assets traded by Société Générale or one of its affiliates with regards to the relevant Notes, as observed during such Fixing Period; and
B. the proceeds of such sale are re-invested in the Substitute Shares, Substitute ADR and/or New Shares accordingly during the said Fixing Period on the basis of the weighted average of the closing prices of such Substitute Shares, Substitute ADR and/or New Shares traded by Société Générale or one of its affiliates with regards to the relevant Notes, as observed during such Fixing Period.
Insolvency means, in respect of a Company, voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of, or any analogous proceeding affecting, such Company, as determined in good faith by the Calculation Agent.
Merger Date means, in respect of a Share or an ADR, the date upon which holders of the necessary number of the relevant Shares or ADR (other than, in the case of a takeover offer, Shares or ADR owned or controlled by the offeror) to constitute a Merger Event have agreed or have irrevocably become obliged to transfer their Shares.
Merger Event means, in respect of any Share:
A. any reclassification or change of such Share (including the change of currency reference of the Share) that results in a transfer of or an irrevocable commitment to transfer all of such Share outstanding to another entity or person;
B. any consolidation, amalgamation, merger or binding share exchange of the relevant Company with or into another entity (other than a consolidation, amalgamation or merger in which such Company is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding);
C. other take-over offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or otherwise obtain 100 per cent. of the outstanding Shares that results in a transfer of or an irrevocable commitment to transfer all or part of such Shares (other than any of such Shares owned or controlled by the offeror);
D. any consolidation, amalgamation, merger or binding share exchange of the relevant Company or its subsidiaries with or into another entity in which such Company is the continuing entity and which does not result in a reclassification or change of all of such Shares outstanding but results in the outstanding Shares (other than Shares owned or controlled by such other entity) immediately prior to such event collectively representing less than 50 per cent. of the outstanding Shares immediately following such event; or
E. take-over offer, tender offer, exchange offer, solicitation, proposal or other event by any entity or person that results in such entity or person purchasing or otherwise obtaining or having the right to obtain, by conversion or other means, greater than 10 per cent. and less than 100 per cent. of the outstanding voting shares of the Company, as determined by the Calculation Agent based upon the making of filings with governmental or self-regulatory agencies or such other information as the Calculation Agent deems relevant.
In the event that the Underlying is in the form of an ADR issued pursuant to a Deposit Agreement references to Share in this definition refer to the Deposited Securities underlying such ADR.
Method of Substitution means that in the case of a Merger Event, De-merger Event, De-listing Event, Nationalisation, Insolvency or Participation Event (regardless of the consideration to be received), in respect of an Affected Share or an Affected ADR, the Calculation Agent may consider that the Affected Share, the Affected ADR, the New Shares and/or, all or part of the Other Consideration (as the case may be) is/are converted into cash and that the proceeds will be reinvested either (a) into a new share or ADR of the same economic sector or into a share or ADR issued by a company of a similar international standing or creditworthiness as the Company related to the Affected Share or Affected ADR (the Substitute Share or the Substitute ADR, as the case may be) or (b) in the case of Combined Consideration into New Shares. In the event of Other Consideration to be received in cash, in the future, the Calculation Agent may consider that the cash to be received in the future is discounted in order to immediately re-invest the proceeds then procured in accordance with (a) and (b) above.
The sale of the Affected Share, the Affected ADR, the New Shares and/or the Other Consideration shall be deemed to take place during the Fixing Period. The Substitute Share (or the Substitute ADR, as the case may be) and the company issuing such Substituted Share (or, in the case of an ADR, the company issuing the Deposited Securities related to such ADR) will be deemed a Share and the Company respectively, and the Calculation Agent will adjust any relevant terms of the Notes.
For information purposes, it is understood that in all cases described herein where a Share or ADR is substituted, on any date "t", with a Substitute Share or Substitute ADR, the value of the relevant component in the formula used to determine the amount to be paid as described in the applicable Final Terms, shall not be affected by the substitution on such date "t" in respect of the Substitute Share or Substitute ADR and would mean the closing price of such Substitute Share or Substitute ADR on the relevant Exchange on the date "t" is weighted by an appropriate linking coefficient so that it is equal to the closing price of the Affected Share or the Affected ADR on such date "t".
Nationalisation means that all the Shares or all or substantially all of the assets of a Company are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof.
New Shares means shares or ADR (whether of the offeror or a third party) that are listed or quoted on a recognised exchange involved in the application of Method of Substitution or Alternative Obligation as determined by the Calculation Agent.
Offering Period means the period from and including the date on which the Merger Event, the De- listing Event, the De-merger Event, the Insolvency, the Nationalisation or the Participation Event is publicly and officially announced to but excluding the Merger Date or the De-merger Date or the effective date of the De-listing Event, the Insolvency, the Nationalisation or the Participation Event.
Other Consideration means cash and/or any securities (other than New Shares) or assets (whether of the offeror or a third party).
Participation Event means that a Company (whose Shares or ADR form part of a Basket) takes a stake exceeding 20 per cent. of another Company whose Shares or ADR (which shall be the Affected Share or Affected ADR in respect of such Participation Event) also form part of the Basket.
Share-for-Combined Merger Event means, in respect of a Merger Event, that the consideration for the relevant Shares or ADR consists of Combined Consideration.
Share-for-Other Merger Event means, in respect of a Merger Event, that the consideration for the relevant Shares or ADR consists solely of Other Consideration.
Share-for-Share Merger Event means, in respect of a Merger Event, that the consideration for the relevant Shares or ADR consists (or, at the option of the holder of such Shares or ADR, may consist) solely of New Shares.
I.3 Stop-Loss Event relating to a Share or an ADR
If on any Exchange Business Day between the initial Valuation Date (excluded) and the last Valuation Date (included), the Closing Price of a Share or ADR is affected by a decrease of 80 per cent. or more of its Closing Price on the initial Valuation Date (the Affected Share or Affected ADR and the event, the Stop-Loss Event), then
A. the Calculation Agent may decide to substitute the Affected Share or Affected ADR by a new share or ADR issued by a company of a similar international standing or creditworthiness as the Company related to the Affected Share or Affected ADR (the Substitute Share or Substitute ADR, as the case may be) and will adjust any relevant terms of the Notes accordingly; or
B. the Calculation Agent may decide to continue with the Affected Share or Affected ADR; or
C. if the Calculation Agent has neither retained any Substitute Share or Substitute ADR nor decided to continue with the Affected Share or the Affected ADR, the Issuer may terminate its obligations under the Notes and pay to each Noteholder, as soon as possible after the occurrence of the Stop-Loss Event, an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
For information purposes, it is understood that in all cases described herein where a Share or ADR is substituted, on any date "t", with a Substitute Share or Substitute ADR, the value of the relevant component in the formula used to determine the amount to be paid as described in the applicable Final Terms, shall not be affected by the substitution on such date "t" in respect of the Substitute Share or Substitute ADR and would mean that the closing price of such Substitute Share or Substitute ADR on the relevant Exchange on the date "t" is weighted by an appropriate linking coefficient so that it is equal to the closing price of the Affected Share or the Affected ADR on such date "t".
I.4 Correction of the Closing Price of a Share
In the event that any price or level published on the Exchange and which is utilised for any calculation or determination made under the Notes is subsequently corrected and the correction is published and made available to the public by the Exchange after the original publication but no later than four Business Days prior to the Maturity Date (or any payment date(s) determined in the applicable Final Terms), the Calculation Agent will determine the amount that is payable as a result of that correction, and, to the extent necessary, will adjust the terms of the Notes to account for such correction.
II. ADJUSTMENTS AND EVENTS RELATING TO INDICES
II.1 Adjustments
A. If an Index is:
(a) not calculated and announced by the relevant Index Sponsor or the Index Calculation Agent as the case may be, but is calculated and announced by a relevant successor sponsor (the Successor Sponsor) or a successor index calculation agent (the Successor Index Calculation Agent) acceptable to the Calculation Agent; or
(b) replaced by a successor index (the Successor Index) using, in the determination of the Calculation Agent, the same or a substantially similar formula for, and method of, calculation as used in the calculation of that Index;
then the Index will be deemed to be the index so calculated and announced by the relevant Successor Sponsor or Successor Index Calculation Agent or that Successor Index (as the case may be).
B. If, in the determination of the Calculation Agent:
(a) on or prior to a Valuation Date or an Averaging Date, the relevant Index Sponsor (or if applicable the Successor Sponsor) makes a material change in the formula for, or the method of calculating, that Index or in any other way materially modifies that Index (other than a modification prescribed in that formula or method to maintain that Index in the event of changes in constituent securities and capitalisation and other routine events);
(b) on or prior to any Valuation Date or Averaging Date, the relevant Index Sponsor (or, if applicable, the relevant Successor Sponsor) or the Index Calculation Agent (or the Successor Index Calculation Agent) as the case may be, fails to calculate and publish the level of the Index and such failure is likely to have a material impact on the hedge of Société Générale in connection with the Notes; or
(c) the Index Sponsor (or, if applicable, the Successor Sponsor) permanently cancels the Index and no Successor Index exists;
then the Calculation Agent shall either:
(x) calculate the relevant formula used to determine an amount to be paid or whether a condition has occurred, if any, as described in the applicable Final Terms using, in lieu of a published level for the Index, the level of that Index as at the Valuation Time on the relevant Valuation Date or Averaging Date, as determined by the Calculation Agent in accordance with the formula for and method of calculating that Index last in effect prior to that change, failure or cancellation, but using only those securities that comprised that Index immediately prior to that change, failure or cancellation (other than those securities that have since ceased to be listed on any relevant Exchange); or
(y) replace the Index by a new index provided that such index is (a) representative of the same economic or geographic sector (as the case may be), and (b) to the extent possible, representative of shares listed on one or more Exchange(s) of one or more OECD country(ies).
If the Calculation Agent has not retained (x) and if in (y) no index meeting the criteria (a) and
(b) can be selected by the Calculation Agent, then the Issuer shall terminate its obligations under the Notes and pay to each Noteholder, as soon as possible after the occurrence of any of the events described in B.(a), B.(b) or B.(c) above, an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
In case of Italian Certificates, the Calculation Agent will adjust any relevant terms of the instruments as it determines appropriate to preserve the economic equivalent of the obligations of the Issuer under the instruments
C. If an Index merges with another index or if an Index which forms part of the Basket merges with another index which does not form part of the Basket (the Event), the Calculation Agent will either:
(a) continue using the index resulting from the merger; or
(b) replace the Index with another index (the New Index); as long as the New Index is (i) representative of the same economic or geographic sector (as the case may be) and
(ii) to the extent possible, representative of shares listed on one or more Exchange(s) of one or more OECD country(ies).
If the Calculation Agent has not retained (a) and if in (b) no index meeting the criteria (i) and
(ii) can be selected by the Calculation Agent, then the Issuer shall terminate its obligations under the Notes and pay to each Noteholder, as soon as possible after the occurrence of the Event described in (C) above, an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
D. In the case of a merger affecting two Indices comprised in a Basket (the Event), the Calculation Agent will either:
(a) continue using the index resulting from the merger and, in order to maintain the same number of indices within the Basket, the Calculation Agent will select a further index (a New Index) to be included in the Basket, as long as such New Index is (i) representative of the same economic or geographic sector (as the case may be) and
(ii) to the extent possible, representative of shares listed on one or more Exchange(s) of one or more OECD country(ies); or
(b) replace both Indices with two other indices (each a New Index); as long as each New Index is (i) representative of the same economic or geographic sector (as the case may be) and (ii) to the extent possible, representative of shares listed on one or more Exchange(s) of one or more OECD country(ies).
If the Calculation Agent has not retained (a) and if in (b) no index meeting the criteria (a) and
(b) can be selected by the Calculation Agent, then the Issuer shall terminate its obligations under the Notes and pay to each Noteholder, as soon as possible after the occurrence of the Event described in (D) above, an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
E. If an Index is split into two or more new indices (the Event), the Calculation Agent will, either:
(a) use the indices resulting from the split to determine an index equivalent to the one existing prior to the split (provided that the indices resulting from the split will be deemed to form together the New Index); or
(b) replace the split Index with a new index (a New Index) as long as such New Index is
(i) representative of the same economic or geographic sector (as the case may be), and (ii) to the extent possible representative of shares listed on one or more Exchange(s) of one or more OECD country(ies).
If the Calculation Agent has not retained (i) and if in (ii) no index meeting the criteria (a) and
(b) can be selected by the Calculation Agent, then the Issuer shall terminate its obligations under the Notes and pay to each Noteholder, as soon as possible after the occurrence of the Event described in (E) above, an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
F. In the case of a Basket of Indices, in the event that shares forming part of one Index comprising the Basket represent at least 20 per cent. of the capitalisation of another Index forming part of the Basket (the Affected Index) (the Event), the Calculation Agent may, but is not obliged to, replace such Affected Index with a new index as long as such new index is (a) representative of the same economic or geographic sector (as the case may be), and (b) to the extent possible, representative of shares listed on one or more Exchange(s) of one or more OECD country(ies). If no index meeting the criteria (a) and (b) can be selected by the Calculation Agent, then the Issuer shall terminate its obligations under the Notes and pay to each Noteholder, as soon as possible after the occurrence of the Event, described in this (F),
an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
G. In the event that an Index ceases to be the underlying of a futures and/or option contract (as the case may be) (the Event), the Calculation Agent may, but is not obliged to, replace such Index with a new index as long as such new index is (a) representative of the same economic or geographic sector (as the case may be), and (b) to the extent possible, representative of shares listed on one or more Exchange(s) of one or more OECD country(ies). If no index meeting the criteria (a) and (b) can be selected by the Calculation Agent, then the Issuer shall terminate its obligations under the Notes and pay to each Noteholder, as soon as possible after the occurrence of the Event described in this (G), an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
II.2 Stop-Loss Event relating to an Index
If on any Exchange Business Day after the initial Valuation Date (excluded) and before the last Valuation Date (included), the Closing Price of an Index is affected by a decrease of 80 per cent. or more of its Closing Price on the initial Valuation Date (the Affected Index) and the event, the Stop- Loss Event, then:
A. the Calculation Agent may decide to substitute the Affected Index by a new index representative of the same economic or geographic sector (as the case may be), and to the extent possible, representative of shares listed on one or more Exchange(s) of one or more OECD country(ies) (the Substitute Index) and will adjust any relevant terms of the Notes accordingly; or
B. the Calculation Agent may decide to continue with the Affected Index; or
C. if the Calculation Agent has neither retained any Substitute Index nor decided to continue with the Affected Index, the Issuer may terminate its obligations under the Notes and pay to each Noteholder, as soon as possible after the occurrence of the Stop-Loss Event, an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
II.3 Correction of the Closing Price of an Index
In the event that any price or level published on the Exchange or by the Index Sponsor and which is used for any calculation or determination made under the Notes is subsequently corrected and the correction is published and made available to the public by the Exchange or the Index Sponsor after the original publication but no later than four Business Days prior to the Maturity Date (or any payment date(s) determined in the applicable Final Terms), the Calculation Agent will determine the amount that is payable as a result of that correction, and, to the extent necessary, will adjust the terms of the Notes to account for such correction.
III. ADJUSTMENTS AND EVENTS RELATING TO SGI INDICES
III.1 Adjustments
A. If on any Scheduled Trading Day, a SGI Index is:
(a) not published by the relevant Index Calculation Agent, but is published by a successor index calculation agent (the Successor Index Calculation Agent), acceptable to the Calculation Agent; or
(b) replaced by a Similar Index,
then in each case that index published by the Successor Index Calculation Agent or Similar Index will be deemed to be the SGI Index so calculated and announced.
B. If, in the determination of the Calculation Agent:
(a) on or prior to any Valuation Date or Averaging Date, the relevant Index Sponsor and/or Index Calculation Agent announce(s) that it/they will make a material change in the formula for or the method of calculating that SGI Index or in any other way materially modifies that SGI Index (other than a modification prescribed in that formula or method to maintain that SGI Index in the event of changes in Index Components and other routine events) (an Index Modification); or
(b) the Index Sponsor permanently cancels the SGI Index and no Similar Index exists or the agreement between the Index Calculation Agent and the Index Sponsor is terminated (an Index Cancellation); or
(c) on any Valuation Date or Averaging Date, the Index Calculation Agent fails to publish the Closing Price of the SGI Index other than as a result of the occurrence of a Market Disruption Event (an Index Disruption) and together with an Index Modification and an Index Cancellation, each an Index Adjustment Event);
then the Calculation Agent shall either:
(w) calculate the relevant formula used to determine an amount to be paid or whether a condition has occurred, if any, as described in the applicable Final Terms using, in lieu of a published level for the SGI Index, the level of that SGI Index on the relevant Valuation Date or Averaging Date as determined by the Calculation Agent in accordance with the formula for and method of calculating that SGI Index last in effect prior to that Index Adjustment Event, but using only those Index Components that comprised the SGI Index immediately prior to that Index Adjustment Event (other than those Index Components that have since then ceased to be listed on any relevant Exchange), and adjust, as the case may be, any of the relevant terms of the Notes; or
(x) replace the SGI Index by a Similar Index; or
(y) consider such Index Adjustment Event as an event triggering an early redemption of the Notes (hereafter an Early Redemption Event). In the case where an Early Redemption Event occurs, the Issuer shall terminate its obligations under the Notes and pay to each Noteholder as soon as possible after the occurrence of any of the events described in B.(a), B.(b) or B.(c) above, an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions; or
(z) apply the Monetisation to the Maturity Date (as defined below).
III.2 Stop-Loss Event relating to a SGI Index
If, on any Exchange Business Day after the initial Valuation Date (excluded) and before the last Valuation Date (included), the Closing Price of a SGI Index is affected by a decrease of 80 per cent. or more of its Closing Price on the initial Valuation Date (the Affected SGI Index and the event, the Stop-Loss Event), then the Calculation Agent may decide to:
A. substitute the Affected SGI Index by a Similar Index and will adjust any relevant terms of the Notes accordingly; or
B. continue with the Affected SGI Index; or
C. consider such event as an event triggering an early redemption of the Notes (hereafter an Early Redemption Event). In the case where an Early Redemption Event occurs, the Issuer shall terminate its obligations under the Notes and pay to each Noteholder, as soon as possible after the occurrence of the Stop-Loss Event, an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions; or
D. continue the Notes according to their terms.
III.3 Correction of the Closing Price of a SGI Index
In the event that any price or level published by the Index Calculation Agent and which is used for any calculation or determination made under the Notes is subsequently corrected and the correction is published and made available to the public by the Index Calculation Agent after the original publication but no later than four Business Days prior to the Maturity Date (or any payment date(s) determined in the applicable Final Terms), the Calculation Agent will determine the amount that is payable as a result of that correction, and, to the extent necessary, will adjust the terms of the Notes to account for such correction.
III.4 Monetisation to the Maturity Date
In respect of the Final Redemption Amount the Issuer shall no longer be liable for the payment, on the Maturity Date, of the Final Redemption Amount as defined in the Final Terms, but instead will, in full and final satisfaction of its obligations:
A. in respect of the redemption of Notes whose Final Redemption Amount as defined in the Final Terms could be as low as zero, pay on the Maturity Date an amount per Note, determined by the Calculation Agent, based on (a) the net positive cash amount that the Calculation Agent would be left with on the Full Liquidation Date, as a result of liquidating the Hedge Positions (inter alia by meeting liabilities of the Hedge Positions, if any, with the liquidation proceeds of the assets of the Hedge Positions) minus (b) the Associated Costs (the result of which, converted if necessary in the Specified Currency using the Relevant Spot Exchange Rate on the Full Liquidation Date, is a Calculation Amount for the purposes of this provision and of the Compounding Method together with (c) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Full Liquidation Date (included) and (y) the fourth Business Day preceding the Maturity Date (excluded); for the avoidance of doubt, the liquidation proceeds of any assets held by the Calculation Agent as Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by the Calculation Agent under its Hedge Positions and the Calculation Amount mentioned above can be as low as zero; or
B. in respect of the redemption of Notes whose Final Redemption Amount as defined in the Final Terms cannot be in any case lower than an amount strictly positive (the Minimum Redemption Amount), pay on the Maturity Date an amount per Note, determined by the Calculation Agent, equal to the sum of (a) the Minimum Redemption Amount and (b) an amount, equal to the positive difference, if any, between (i) (1) the net positive cash amount that the Calculation Agent would be left with on the Full Liquidation Date, as a result of liquidating the Hedge Positions (inter alia by meeting liabilities of the Hedge Positions, if any, with the liquidation proceeds of the assets of the Hedge Positions) minus (2) the Associated Costs (the result of which, converted if necessary in the Specified Currency using the Relevant Spot Exchange Rate on the Full Liquidation Date, is a Calculation Amount for the purposes of this provision and of the Compounding Method) together with (3) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Full Liquidation Date (included) and (y) the
fourth Business Day preceding the Maturity Date (excluded), and (ii) an amount equal to the Minimum Redemption Amount; for the avoidance of doubt, the liquidation proceeds of any assets held by the Calculation Agent as Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by the Calculation Agent under its Hedge Positions and the Calculation Amount mentioned above can be as low as zero.
Definitions applicable to this section:
Associated Costs means an amount determined by the Calculation Agent in its reasonable discretion equal to the sum of (without duplication) all costs (including, without limitation, cost of funding), losses, expenses, tax and duties incurred by the Calculation Agent in connection with the termination, liquidation or re-establishment of the Hedge Positions, such amount to be apportioned pro rata amongst the Specified Denomination of each outstanding Note.
Compounding Method means, when interest is specified herein as accruing pursuant to the Compounding Method, that the amount of interest shall be equal to the sum of the Compounding Period Amounts for each Compounding Period in the related Calculation Period,
where
Adjusted Calculation Amount means (a) in respect of the first Compounding Period of a Calculation Period, the Calculation Amount for that Calculation Period and (b) in respect of any succeeding Compounding Period in that Calculation Period, an amount equal to the sum of the Calculation Amount for that Calculation Period and the Compounding Period Amounts for each of the previous Compounding Periods in that Calculation Period;
Compounding Date means, in respect of a Calculation Period, each Business Day (being a Business Day at Paris) of such Calculation Period;
Compounding Period means, in respect of a Calculation Period, each period from and including a Compounding Date to but excluding the immediately following Compounding Date during that Calculation Period;
Compounding Period Amount means, in respect of a Compounding Period, the product of
(a) the Adjusted Calculation Amount, (b) the Compounding Rate and (c) the Day Count Fraction;
Compounding Rate means, in respect of a Compounding Period Amount, the interbank overnight rate in the Specified Currency as determined by the Calculation Agent on the first day of the relevant Compounding Period; the specific Compounding Rate used in respect of a Specified Currency shall be available at the office of the Calculation Agent from the first day of a Calculation Period; and
Day Count Fraction means, for the purposes of Compounding Method above, the exact number of days in a Compounding Period (the first included and the last excluded), divided by 360.
Full Liquidation Date means, in respect of the Maturity Date, the date on which the liquidation proceeds of the Hedge Positions (including inter alia by meeting the liabilities of such Hedge Positions, if any, with the liquidation proceeds of the assets of such Hedge Positions) are deemed, as determined by the Calculation Agent, to be fully received by the Calculation Agent.
Hedge Positions means any purchase, sale, entry into or maintenance, by the Calculation Agent, of one or more (a) position(s) or contract(s) in securities, options, futures, derivatives, interest rate transactions or foreign exchange transactions, (b) securities lending/borrowing transactions, (c) any cash deposits or cash borrowings and/or (d) other instruments, arrangements, assets or liabilities
howsoever described in order to hedge individually or on a portfolio basis the part of the Issuer’s obligations under one Note linked to or indexed to the relevant Index due on the Maturity Date.
Relevant Spot Exchange Rate means in respect of a date and an amount to be converted in the Specified Currency, the rate of exchange of the currency in which such amount is denominated into the Specified Currency as determined by the Calculation Agent used to convert such amount on such date into the Specified Currency.
IV. ADJUSTMENTS AND EVENTS RELATING TO DIVIDENDS
IV.1 Adjustments
Adjustments in relation to an Index the components of which are used to determine the amounts due under Notes indexed on Dividends
If an event occurs affecting the Index the components of which are used to determine the amounts due under Notes indexed on Dividends, which in the determination of the Calculation Agent has a material effect on the amounts due under the Notes, then the Calculation Agent shall either:
A. adjust any terms of the Notes, it determines appropriate, in order to take into account the economic effect on the Notes of such event; or
B. replace the Index by a new index provided that such index is (a) representative of the same economic or geographic sector (as the case may be), and (b) to the extent possible, representative of shares listed on one or more Exchange(s) of one or more OECD country(ies); or
C. consider such event as an event triggering an early redemption of the Notes and then the Issuer shall terminate its obligations under the Notes and pay to each Noteholder, as soon as possible after the occurrence of the event giving rise to the relevant adjustment, an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
Adjustments in relation to a Share the dividend of which is used to determine the amounts due under Notes indexed on Dividends
If an Extraordinary Event (as defined in Part 2-I.2 above) occurs affecting the Share (the Affected Share) the dividend of which is used to determine the amounts due under Notes indexed on Dividends, then the Calculation Agent shall either:
A. adjust any terms of the Notes, it determines appropriate, in order to take into account the economic effect on the Notes of such event; or
B. replace the Affected Share by the resulting share or by a new share issued by a company of a similar international standing or creditworthiness as the Company related to the Affected Share; or
C. apply the Early Redemption (as defined in Part 2 - I.2) above on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions.
If a Potential Adjustment Event (as defined in Part 2 - I.1 above) occurs affecting the Share (the Affected Share) the dividend of which is used to determine the amounts due under Notes indexed on Dividends, then the Calculation Agent will, subject to the provisions of the last paragraph of the definition of "Dividend" in Part 1 - VI above, adjust any terms of the Notes, it determines appropriate, in order to take into account the economic effect on the Notes of such event.
IV.2 Extraordinary Events
Failure to Publish
If during the Dividend Period, the Index Sponsor fails (for whatever reason including without limitation, a Market Disruption Event as defined in Part 1 - I “Common definitions and provisions for Shares, ADR, Indices and Dividends”) to calculate and publish the number of free-float shares in respect of any Share or the Official Index Divisor, then the Calculation Agent shall determine the number of free-float shares in respect of such Share or the Official Index Divisor (as the case may be).
In making any such determination, the Calculation Agent may (but shall not be obliged to) make reference to the formula for and method of calculating the number of free-float shares or the Official Index Divisor (as the case may be) last in effect prior to the failure by the Index Sponsor to make the relevant calculation or publication.
Dividend Recovery
If (a) the amount actually paid or delivered by an issuer to holders of record of the relevant Share in respect of any Dividend declared by such issuer (a Declared Dividend) to holders of record of such Share is not equal to such Declared Dividend (a Dividend Mismatch Event); or (b) such issuer fails to make any payment or delivery in respect of such Declared Dividend by the third Business Day following the relevant due date, then the Calculation Agent may (but shall not be obliged to) determine any appropriate adjustment to be made to account for such correction or subsequent publication, together with interest, on any amount subsequently due under the Notes.
IV.3 Corrections
In the event that an Official Index Divisor or number of free floating shares calculated and published by the Index Sponsor (or determined by the Calculation Agent pursuant to the provisions above relating to Part 2-IV.2 "Failure to Publish") and utilised for any calculation or determination made in respect of the Notes is subsequently corrected (or, where there has been a Failure to Publish, published by the Index Sponsor) and the correction is published (or, where there has been a Failure to Publish, publication is made) by the Index Sponsor within five Scheduled Trading Days (as defined in the Definitions specific to Indices in Part 1 - III above) after the original publication, the Calculation Agent will adjust the Dividend, as required, to take into account such correction, provided that such correction or subsequent publication occurs no later than four Business Days prior to the Maturity Date (or any payment date(s) determined in the applicable Final Terms).
V. HEDGING DISRUPTION, INCREASED COST OF HEDGING, INSOLVENCY FILING AND CONSEQUENCES – CHANGE IN LAW AND CONSEQUENCES
V.1 Hedging Disruption, Increased Cost of Hedging and Insolvency Filing
Hedging Disruption means, in respect of Notes that have one or more Share(s), Index(ices), SGI Index(ices), ADR(s), Dividend(s) as Underlying(s), that Société Générale or one of its affiliates is unable, after using commercially reasonable efforts, to either (a) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk (or any other relevant price risk including, but not limited to, the currency risk) of entering into and performing its obligations with respect to the Notes or the agreement entered into with Société Générale by the Issuer of the Notes; or (b) freely realise, recover, receive, repatriate, remit or transfer the proceeds of Hedge Positions as the case may be between accounts within the jurisdiction of the Hedge Positions (the Affected Jurisdiction) or from accounts within the Affected Jurisdiction to accounts outside of the Affected Jurisdiction.
Increased Cost of Hedging means, in respect of Notes that have one or more Share(s), Index(ices), SGI Index(ices), ADR(s), Dividend(s) as Underlying(s), that Société Générale or one of its affiliates
would incur a materially increased (as compared with circumstances existing on the date(s) on which Société Générale enters into the Hedge Positions in respect of the Notes) amount of tax, duty, expense or fee (other than brokerage commissions) to (a) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the equity price risk of entering into and performing its obligations with respect to the Notes or (b) freely realize, recover or remit the proceeds of its Hedge Positions.
Insolvency Filing means, in respect of Notes that have one or more Share(s), ADR(s) or Dividend(s) as Underlying(s) that the Company institutes or has instituted against it by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head home office, or it consents to a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditor’s rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official or it consents to such a petition, provided that proceedings instituted or petitions presented by creditors and not consented to by the Company shall not be deemed an Insolvency Filing.
In the case of the occurrence of a Hedging Disruption or an Increased Cost of Hedging relating to a Share, an Index, a SGI Index, an ADR or Dividend(s) or of the occurrence of an Insolvency Filing relating to a Share, an ADR or Dividend(s) (the Affected Underlying), the Calculation Agent may:
A. consider such event as an event triggering an early redemption of the Notes (hereafter, an Early Redemption Event). In that case where an Early Redemption Event occurs, the Issuer shall terminate its obligations under the Notes and shall pay or cause to be paid an Early Redemption Amount on the basis of the Market Value as defined in Condition 5(f) of the Terms and Conditions; or
B. replace the Affected Underlying by a new underlying which is representative of the same economic or geographic sector and which, in the case of a SGI Index, will be a Similar Index; or
C. apply the Monetisation to the Maturity Date (as defined above).
For the purpose of this provision:
Hedge Positions means any purchase, sale, entry into or maintenance of one or more (a) position(s) or contract(s) in securities, options, futures, derivatives or foreign exchange, (b) stock loan transactions or (c) other instruments or arrangements (howsoever described) by Société Générale or one of its affiliates, in order to hedge, individually or on a portfolio basis, the Notes.
V.2 Change in Law
Change in Law means in respect of Notes that have one or more Share(s), Index(ices), SGI Index(ices), ADR(s), or Dividend(s) as Underlying(s) that, on or after the first to occur of (a) the Issue Date and (b) the first Valuation Date of the Notes (i) due to the adoption of any change in any applicable law or regulation (including without limitation, any tax law) or (ii) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Calculation Agent determines in good faith that it has become illegal for Société Générale or one of its affiliates to hold, acquire or dispose of Hedge Positions (as defined in Part 2-V.1 above) or to maintain the agreement entered into with Société Générale or one of its affiliates by the Issuer of the Notes, relating to the Underlying of the Notes (the Affected Underlying).
Upon the occurrence, in the determination of the Calculation Agent, on or prior to the last Valuation Date or the last Averaging Date of a Change in Law, then the Calculation Agent will decide with regard to the Affected Underlying by such Change in Law, either:
A. consider such event as an event triggering an early redemption of the Notes (hereafter, an Early Redemption Event). In that case where an Early Redemption Event occurs, the Issuer shall terminate its obligations under the Notes and shall pay or cause to be paid an Early Redemption Amount on the basis of the Market Value as defined in Condition 5(f) of the Terms and Conditions; or
B. replace the Affected Underlying by a new underlying which is representative of the same economic or geographic sector and which, in the case of a SGI Index, will be a Similar Index; or
C. apply the Monetisation to the Maturity Date (as defined above).
PART 3 – CALCULATIONS – PHYSICAL DELIVERY
I. CALCULATIONS – CALCULATION AGENT
A. Unless otherwise specified in the applicable Final Terms, and in respect of Notes to which this Equity Technical Annex applies, the Calculation Agent responsible for calculating the Rate of Interest and/or the Final Redemption Amount and/or interest payable and/or the Physical Delivery Amount and/or the Early Redemption Amount shall be Xxxxxxx Xxxxxxxx, 00 cours Valmy, 92987 Paris La Défense Cedex, France. The calculations and determinations of the Calculation Agent will be conclusive and binding upon the Issuer, the Guarantor, the Agent and the Noteholders, in the absence of manifest error or proven error.
B. Following the occurrence of an event giving rise to an Adjustment which is substantial in the opinion of the Calculation Agent or of an Extraordinary Event affecting an Underlying, the Calculation Agent shall notify the Issuer, which shall in its turn notify the Agent and the Noteholders pursuant to the provisions of Condition 12 of the Terms and Conditions of the relevant adjustment made or decision taken by the Calculation Agent. Details on such adjustment made or decision taken can be obtained by the Noteholders upon request at the Calculation Agent’s specified address.
II. PHYSICAL DELIVERY NOTES
A. Unless otherwise specified in the applicable Final Terms, the Underlying used to determine the Physical Delivery Amount will be the Underlying(s) specified in the applicable Final Terms.
B. When the settlement of a Physical Delivery Note is by way of physical delivery, the delivery will be made through Clearstream, Luxembourg or Euroclear or other relevant clearance institution (a Clearing System). The Transfer Notice will be delivered using the transfer procedures currently utilised by the relevant Clearing System. A Noteholder’s entitlement to any Physical Delivery Amount will be evidenced by the Noteholder’s account balance appearing on the records of the relevant Clearing System.
C. Additional terms applicable to the settlement of the Physical Delivery Amount:
(a) The Physical Delivery Amount will be determined subject to the provisions in Part 1 and Part 2 of this Equity Technical Annex, relating to Adjustments and Market Disruption Event. If as a result of an adjustment or otherwise, the number of Underlyings to be delivered is not a whole number, any fraction thereof will be payable in cash, on the basis of the value of such Underlying, converted, as the case may be, into the Specified Currency at the current exchange rate.
(b) In addition, if a Settlement Disruption Event does prevent delivery of the Physical Delivery Amount on the Maturity Date, then, such delivery shall occur on the first succeeding day on which delivery of the Physical Delivery Amount can take place
through the relevant Clearing System (the Settlement Date) unless a Settlement Disruption Event prevents delivery for a period of 20 Clearing System Days immediately following the original date that would have been the Settlement Date (the Delivery Period). In that latter case, the Issuer shall, in lieu of delivering the Physical Delivery Amount, pay, in respect of each Note, the fair market value of the number of Underlying(s) to be delivered (the Fair Market Value) converted into the Specified Currency at the current exchange rate, if applicable. The Fair Market Value will be determined by the Calculation Agent on the basis of the market conditions on the first Business Day following the Delivery Period.
(c) If a dividend is paid in respect of the Underlying from and including the Valuation Date to and, as the case may be, (a) excluding the Delivery Date or (b) including, in the event of a Settlement Disruption Event, the date on which the Fair Market Value is calculated, then, the net dividend amount relating to the number of Underlying(s) to be delivered per Note (excluding any related tax credit) converted into the Specified Currency at the current exchange rate, if applicable, will be paid in cash to the Noteholders as soon as practicable, unless otherwise specified in the applicable Final Terms.
(d) All stamp duties, or other similar taxes and/or duties, in respect of physical delivery of Underlyings shall be borne by the Noteholders.
D. As used in this paragraph:
Clearing System Day means, in respect of a Clearing System, any day on which such Clearing System is open for the acceptance and execution of settlement instructions.
Delivery Date means, as the case may be, (a) the Maturity Date or (b) in the event of a Settlement Disruption Event, the Settlement Date (as defined above).
Settlement Disruption Event means any event beyond the control of the Issuer as a result of which the relevant Clearing System cannot clear the transfer of the Physical Delivery Amount.
B) FUND TECHNICAL ANNEX
In the case of Italian Certificates, all references in this Equity Technical Annex to “Notes”, “Noteholders”, “Maturity Date”, “Early Redemption Amount” and “Final Redemption Amount” shall be deemed to be references to “Italian Certificates”, “Holders”, “Final Exercise Date”, “Early Exercise Amount”, and “Final Exercise Amount”, respectively.
PART 1 - DEFINITIONS SPECIFIC TO FUNDS
Adjusted Intermediate Payment Date means the date which is the earlier of (a) the 20th Business Day following the occurrence of the Intermediate Full Liquidation Date and (b) the Maturity Date.
Adjusted Maturity Date means the date which is the earlier of (a) the 20th Business Day following the occurrence of the Full Liquidation Date and (b) the Postponed Scheduled Maturity Date.
Adjusted Optional Redemption Date means the date which the earlier of (a) the 20th Business Day following the occurrence of the Optional Full Liquidation Date and (b) the Maturity Date.
Applicable Method means in respect of a Valuation Date, either Calculation Method, Execution Method/Subscription, Execution Method/Redemption, Order Method/Subscription or Order Method/Redemption. If in respect of the first Valuation Date to occur on or immediately following the Issue Date of the Notes (the First Valuation Date), no Applicable Method is specified in the applicable Final Terms, Order Method/Subscription shall be deemed the Applicable Method. If in respect of any Valuation Date which is not the First Valuation Date, no Applicable Method is specified in the applicable Final Terms, Order Method/Redemption shall be deemed the Applicable Method.
Associated Costs means an amount determined by the Calculation Agent in its reasonable discretion equal to the sum of (without duplication) all costs (including, without limitation, cost of funding), losses, expenses, tax and duties incurred by a Hypothetical Investor in connection with the termination, liquidation or re-establishment of the Hypothetical Hedge Positions, such amount to be apportioned pro rata amongst the Specified Denomination of each outstanding Note.
Basket means a basket composed of Funds (each an Underlying) in the relative proportions or numbers of Funds specified in the applicable Final Terms.
Business Day means a "Business Day" as defined in Condition 3 of the Terms and Conditions, determined on the basis of the Specified Currency of the relevant Notes.
Closing Price means in respect of any Fund (and in each case as determined by the Calculation Agent):
A. where Calculation Method is specified as applicable to a Valuation Date in the applicable Final Terms, the official net asset value per Unit determined by the Fund (or the Fund Service Provider that generally determines such value) dated as of such Valuation Date; or
B. where Execution Method/Subscription is specified as applicable to a Valuation Date in the applicable Final Terms, the aggregate amount per Unit including all costs or fees (if any) that would be paid (either on a single date or over a period of time) by a Hypothetical Investor in Fund Units pursuant to a Valid Order for the subscription of Unit(s) scheduled to be executed on the official net asset value per Unit determined by the Fund (or the Fund Service Provider that generally determines such value) dated as of such Valuation Date; or
C. where Execution Method/Redemption is specified as applicable to a Valuation Date in the applicable Final Terms, the aggregate amount per Unit net of all costs or fees (if any) that would be received in cash (either on a single date or over a period of time) by a Hypothetical Investor in Fund Units pursuant to a Valid Order for the redemption of Unit(s), scheduled to be
executed on the official net asset value per Unit determined by the Fund (or the Fund Service Provider that generally determines such value) dated as of such Valuation Date; or
D. where Order Method/Subscription is specified as applicable to a Valuation Date in the applicable Final Terms, the aggregate amount per Unit including all costs or fees (if any) that would be paid (either on a single date or over a period of time) by a Hypothetical Investor in Fund Units pursuant to a Valid Order for the subscription of Unit(s) submitted to and accepted by the Fund on such Valuation Date; or
E. where Order Method/Redemption is specified as applicable to a Valuation Date in the applicable Final Terms, the aggregate amount per Unit net of all costs or fees (if any), that would be received in cash (either on a single date or over a period of time) by a Hypothetical Investor in Fund Units pursuant to a Valid Order for the redemption of Unit(s) submitted to and accepted by the Fund on such Valuation Date.
Compounding Method means, when interest is specified herein as accruing pursuant to the Compounding Method, that the amount of interest shall be equal to the sum of the Compounding Period Amounts for each Compounding Period in the related Calculation Period,
where:
Adjusted Calculation Amount means (a) in respect of the first Compounding Period of a Calculation Period, the Calculation Amount for that Calculation Period and (b) in respect of any succeeding Compounding Period in that Calculation Period, an amount equal to the sum of the Calculation Amount for that Calculation Period and the Compounding Period Amounts for each of the previous Compounding Periods in that Calculation Period;
Compounding Date means, in respect of a Calculation Period, each Business Day of such Calculation Period;
Compounding Period means, in respect of a Calculation Period, each period from and including a Compounding Date to but excluding the immediately following Compounding Date during that Calculation Period;
Compounding Period Amount means, in respect of a Compounding Period, the product of
(a) the Adjusted Calculation Amount, (b) the Compounding Rate and (c) the Day Count Fraction;
Compounding Rate means, in respect of a Compounding Period Amount, the interbank overnight rate in the Specified Currency as determined by the Calculation Agent on the first day of the relevant Compounding Period; the specific Compounding Rate used in respect of a Specified Currency shall be available at the office of the Calculation Agent from the first day of a Calculation Period; and
Day Count Fraction means, for the purposes of Compounding Method above, the exact number of days in a Compounding Period (the first included and the last excluded), divided by 360.
Full Liquidation Date means, in respect of the Maturity Date, the date on which the liquidation proceeds of the Hypothetical Hedge Positions (including inter alia by satisfying any obligations or liabilities in place with respect to or part of such Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of such Hypothetical Hedge Positions) are deemed, as determined by the Calculation Agent, to be fully received by the Hypothetical Investor.
Fund means, the fund or the pooled investment vehicle as specified in the applicable Final Terms.
Fund Business Day means, in respect of the Fund (or, in the case of a Basket of Funds, in respect of each Fund observed separately), any date on which a Valid Order can be submitted by a Hypothetical Investor pursuant to the Fund Documents prevailing on the Issue Date of the Notes.
Fund Documents means, in respect of any Fund, the constitutive and governing documents, subscription agreements and other agreements of the Fund specifying the terms and conditions relating to such Fund.
Fund Service Provider means, in respect of any Fund, any person who is appointed to provide services, directly or indirectly, for that Fund, whether or not specified in the Fund Documents, including any fund investment adviser, fund administrator, manager, any person appointed in the role of discretionary investment manager or non-discretionary investment adviser (including a non- discretionary investment adviser to a discretionary manager or another non-discretionary investment adviser) for such Fund (the Fund Adviser), trustee or similar person with the primary administrative responsibilities for such Fund, operator, management company, depository, custodian, sub-custodian, prime broker, registrar and transfer agent or domiciliary agent.
Fund Unit or Unit means, in respect of any Fund, a share of such Fund or, if interests in such Fund are not denominated as shares, a unit of account of ownership in such Fund.
Fund Valuation Day means, in respect of the Fund (or, in the case of a Basket of Funds, in respect of each Fund observed separately), any date as defined in the Fund Documents prevailing on the Issue Date of the Notes in respect of which the official net asset value of such Fund is dated as of such date in accordance with its Fund Documents.
Hypothetical Hedge Positions means any purchase, sale, entry into or maintenance, by a Hypothetical Investor, of one or more (a) position(s) or contract(s) in Fund Units, options, futures, derivatives, interest rate transactions or foreign exchange transactions, (b) securities lending/borrowing transactions, (c) cash deposits or cash borrowings and/or (d) other instruments, arrangements, assets or liabilities howsoever described, in order to hedge individually or on a portfolio basis, the part of the Issuer’s obligations under the Notes linked to or indexed to the relevant Fund Unit due on the Maturity Date apportioned pro rata to each outstanding Note provided that, if the Intermediate Full Liquidation Date and/or the Optional Full Liquidation Date has not occurred on or before the fourth Business Day preceding the Maturity Date, then Hypothetical Hedge Positions will include the Intermediate Hypothetical Hedge Positions and/or the Optional Hypothetical Hedge Positions.
Hypothetical Investor means, with respect to the Hypothetical Hedge Positions, a hypothetical investor in such Hypothetical Hedge Positions (including the Fund Units), located in France (which for the avoidance of doubt may be Société Générale or one of its affiliates), and deemed, in respect of the Hypothetical Hedge Positions constituted by the Fund Units, to have (a) the benefits and obligations, as provided under the Fund Documents, of an investor holding Fund Units; (b) in the case of any deemed redemption of such Fund, to have submitted a Valid Order requesting redemption of Fund Units; and (c) in the case of any deemed investment in such Fund, to have submitted a Valid Order requesting subscription of Fund Units.
Intermediate Amount means either an Interest Amount or an Instalment Amount.
Intermediate Full Liquidation Date means, in respect of any Intermediate Payment Date, the date on which the liquidation proceeds of the Intermediate Hypothetical Hedge Positions (including inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of such Intermediate Hypothetical Hedge Positions) are deemed, as determined by the Calculation Agent, to be fully received by the Hypothetical Investor.
Intermediate Hypothetical Hedge Positions means any purchase, sale, entry into or maintenance, by a Hypothetical Investor, of one or more (a) position(s) or contract(s) in Fund Units, options, futures,
derivatives, interest rate transactions or foreign exchange transactions, (b) securities lending/borrowing transactions, (c) cash deposits or cash borrowings and/or (d) other instruments, arrangements, assets or liabilities howsoever described, in order to hedge individually or on a portfolio basis, the part of the Issuer’s obligations under the Notes linked to or indexed to the relevant Fund Unit due on an Intermediate Payment Date, apportioned pro rata to each outstanding Note.
Intermediate Payment Date means either an Interest Payment Date or an Instalment Date specified as such in the Final Terms of the relevant Notes.
Maturity Date means the date specified as such in the Final Terms of the relevant Notes.
Maturity Disruption Event means that an Intermediate Full Liquidation Date and/or an Optional Full Liquidation Date and/or the Full Liquidation Date has not occurred on or before the fourth Business Day preceding the Maturity Date.
Optional Full Liquidation Date means, in respect of an Optional Redemption Date, the date on which the liquidation proceeds of the Optional Hypothetical Hedge Positions (including inter alia by satisfying any obligations or liabilities in place with respect to or part of such Optional Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of such Optional Hypothetical Hedge Positions) are deemed, as determined by the Calculation Agent, to be fully received by the Hypothetical Investor.
Optional Hypothetical Hedge Positions means any purchase, sale, entry into or maintenance, by a Hypothetical Investor, of one or more (a) position(s) or contract(s) in Fund Units, options, futures, derivatives, interest rate transactions or foreign exchange transactions, (b) securities lending/borrowing transactions, (c) cash deposits or cash borrowings and/or (d) other instruments, arrangements, assets or liabilities howsoever described, in order to hedge individually or on a portfolio basis, the part of the Issuer’s obligations under the Notes linked to or indexed to the relevant Fund Unit due on an Optional Redemption Date, apportioned pro rata to each outstanding Note.
Optional Redemption Amount means the amount specified as such in the Final Terms of the relevant Notes.
Optional Redemption Cut-Off Date means, with respect to an Optional Redemption Date, the Business Day preceding such Optional Redemption Date by a number of Business Days or calendar days equal to the number of Business Days or calendar days of the notice period (as specified in the applicable Final Terms).
Optional Redemption Date means the date specified as such in the Final Terms of the relevant Notes.
Postponed Scheduled Maturity Date means, if a Maturity Disruption Event occurs, the date that falls on the second anniversary date of the Maturity Date or if such day is not a Business Day, the immediately following Business Day.
Relevant Spot Exchange Rate means in respect of a date and an amount to be converted in the Specified Currency, the rate of exchange of the currency in which such amount is denominated into the Specified Currency used to convert such amount on such date into the Specified Currency as determined by the Calculation Agent.
Valid Order means a valid and timely subscription or redemption order sent to the Fund or the Fund Service Provider that generally accepts such order, in accordance with the subscription or redemption notice period and the relevant cut off time as set forth in the Fund Documents.
Valuation Date means, in respect of the Fund (or, in the case of a Basket of Funds, in respect of each Fund observed separately), each date specified as such in the applicable Final Terms or if, for a Fund, such date is not a Fund Business Day or a Fund Valuation Day (as the case may be), the next
following Fund Business Day or Fund Valuation Day for such Fund (the Scheduled Valuation Date), unless such day is a Disrupted Day in which case the Valuation Date shall be determined in accordance with the provisions of Part 2-III "Disruption Events relating to any Fund and/or any Fund Unit". Any Initial Valuation Date, Final Valuation Date, annual Valuation Date, quarterly Valuation Date, monthly Valuation Date or weekly Valuation Date specified in the Final Terms shall be deemed to be a Valuation Date for the purposes of this Technical Annex.
PART 2 - ADJUSTMENTS, EXTRAORDINARY EVENTS, DISRUPTION EVENTS AND MATURITY DISRUPTION EVENT SPECIFIC TO FUNDS
I. ADJUSTMENTS
In the case of the occurrence at any time on or after the Issue Date of any event affecting a Fund or the value of the relevant Units including, without limitation:
A. a subdivision, consolidation or reclassification of the relevant number of Fund Units, or a free distribution or dividend of any such Fund Units to existing holders by way of bonus, capitalisation or similar issue;
B. a distribution, issue or dividend to existing holders of the relevant Fund Units of (a) an additional quantity of such Fund Unit, or (b) other share capital or securities granting the right to payment of dividends and/or the proceeds of liquidation of the Fund equally or proportionately with such payments to holders of such Fund Units, or (c) share capital or other securities of another issuer acquired or owned (directly or indirectly) by the Fund as a result of a spin-off or other similar transaction, or (d) any other type of securities, rights or warrants or other assets, in any case for payment (cash or other consideration) at less than the prevailing market price as determined by the Calculation Agent;
C. an extraordinary dividend;
D. a repurchase by the Fund of relevant Fund Units whether the consideration for such repurchase is cash, securities or otherwise, other than in respect of a redemption of Fund Units initiated by an investor in such Fund Units that is consistent with the Fund Documents; or
E. any other event that may have a diluting or concentrative effect on the theoretical value of the relevant Fund Units or quantity of Fund Units;
the Calculation Agent may adjust any relevant terms of the Notes to preserve the economic equivalent of the obligations of the Issuer under the Notes.
II. EXTRAORDINARY EVENTS RELATING TO ANY FUND AND/OR ANY FUND UNIT
Upon the occurrence or likely occurrence, as determined by the Calculation Agent, of any of the following events (each an Extraordinary Event) on or after the Issue Date:
A. Change in Law means that (a) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law), or (b) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Calculation Agent determines in good faith that (x) it has become illegal for a Hypothetical Investor to hold, acquire or dispose of the Hypothetical Hedge Positions or Intermediate Hypothetical Hedge Positions or Optional Hypothetical Hedge Positions (including the relevant Fund Units)or it has become illegal to maintain the agreement entered into by Société Générale and/or one of its affiliates with the Fund or a Fund Service Provider mentioned in "Breach or Termination of Agreement" in (B) below, or (y) Société Générale
and/or one of its affiliates will incur a materially increased cost in performing its obligations under such Notes or the agreement entered into by Société Générale or the Issuer of the Notes with the Fund or the Fund Service Provider mentioned in "Breach or Termination of Agreement" in (B) below (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position);
B. Breach or Termination of Agreement means any failure by the Fund or a Fund Service Provider, as the case may be, to comply with or perform any agreement entered into by the Fund or a Fund Service Provider with Société Générale and/or one of its affiliates, defining the terms and conditions at which Société Générale and/or one of its affiliates may make subscriptions and/or redemptions in the Fund Units (as the case may be, different from the subscriptions and redemptions terms then prevailing pursuant to the Fund Documents), including as the case may be the rebates of management fees to be paid to Société Générale and/or one of its affiliates, the termination of such agreement by the Fund or a Fund Service Provider for reasons beyond the control of Société Générale or its affiliates or the failing or ceasing of such agreement to be in full force and effect or the Fund or the Fund Service Provider disaffirms, disclaims, repudiates or rejects in whole or in part or challenges the validity of such agreement;
C. Closure of the Fund means liquidation, winding up or dissolution of the Fund for any reason other than those mentioned in (F) or (K) below;
D. Fund Adviser Event means that the Calculation Agent determines that over a period of twelve months, the total value of the assets managed by the Fund Adviser (including the Fund) has decreased by 50 per cent.(either due to redemptions or decrease in value of such assets);
E. Fund Hedging Disruption means that a Hypothetical Investor is unable or it is impractical for a Hypothetical Investor, after using commercially reasonable efforts, to (a) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any Hypothetical Hedge Positions or Intermediate Hypothetical Hedge Positions or Optional Hypothetical Hedge Positions or (b) realise, recover or remit the proceeds of any such Hypothetical Hedge Positions, without limitation, where such inability or impracticability has arisen by reason of (i) the transfer of all illiquid assets of the Fund being all or part of the Intermediate and/or Optional Hypothetical Hedge Positions to a dedicated fund, account or structure pending the liquidation of such assets for the benefit of existing holders of the Fund Units (side pocket), (ii) the restriction on the amount or number of redemptions or subscriptions that the Fund (or the Fund Service Provider generally in charge of accepting the redemption or subscriptions orders) will accept in relation to a single date on which the Fund normally accepts redemption orders (a gate),
(iii) the suspension for any reason of the subscription or redemption orders by the Fund (or the Fund Service Provider generally in charge of accepting the subscription and redemption orders), or (iv) the postponement of the payment of the balance of redemption proceeds to a date occurring after the financial statements of the Fund have been reviewed by the Fund’s statutory auditors (holdback), or increase in charges or fees imposed by the relevant Fund or
(v) any mandatory redemption, in whole or in part, of such Fund Unit imposed by the relevant Fund, in each case whether these events are imposed by the Fund without being envisaged in the Fund Documents on the Issue Date of the Notes or are already envisaged by the Fund Documents on the Issue Date of the Notes and are solely implemented by the Fund after such date;
F. Fund Insolvency Event means, in respect of any Fund Unit, that the related Fund (a) is dissolved or has a resolution passed for its dissolution, winding-up, official liquidation (other than pursuant to a consolidation, amalgamation or merger); (b) makes a general assignment or arrangement with or for the benefit of its creditors, (c) (i) institutes or has instituted against it, by a regulator, supervisor or any similar official with primary insolvency, rehabilitative or
regulatory jurisdiction over it in the jurisdiction of its incorporation or organisation or the jurisdiction of its head or home office, a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by it or such regulator, supervisor or similar official, or (ii) has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and such proceeding or petition is instituted or presented by a person or entity not described in clause (i) above and either (x) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (y) is not dismissed, discharged, stayed or restrained in each case within fifteen days of the institution or presentation thereof; (d) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (e) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all of its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within fifteen days thereafter; or (f) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (e) through (f) above;
G. Fund Modification means any change or modification of the related Fund Documents prevailing on the Issue Date of the Notes, that could reasonably be expected to affect the value of such Fund Unit or the rights or remedies of any holders thereof (including but not limited to an open-end fund that becomes a closed-end fund), as determined by the Calculation Agent;
H. Fund Service Provider Event means (a) a change, resignation, termination or replacement of any Fund Service Provider, (b) a change of control or indirect control of any Fund Service Provider, (c) any of the Fund Service Provider is subject to a Fund Service Provider Insolvency Event, where "Fund Service Provider Insolvency Event" has the same meaning as Fund Insolvency Event described in (F) above, except that Fund is replaced by Fund Service Provider or (d) in the reasonable opinion of the Calculation Agent, any of the Fund Service Providers is no longer deemed able to carry out its business with the standard of care which was prevailing on the Issue Date or the resignation, termination, replacement, or death of any person deemed to be key in the management of the Fund has occurred;
I. Holding Ratio means the reduction of the Fund’s aggregate net asset value under an amount that, in the reasonable opinion of the Calculation Agent, has, or is likely to have, a significant effect on the management conditions of the Fund and/or its operating expenses or would increase the proportion of Fund Units held, or likely to be held, by a Hypothetical Investor, or any funds managed by Société Générale and/or one of its affiliates, to such extent that the full redemption in one single Valid Order of the Fund Units held by a Hypothetical Investor or funds managed by the same, is likely to be impaired;
J. Increased Cost of Hedging means that a Hypothetical Investor would incur a materially increased (as compared with circumstances existing on the Issue Date of the Notes) amount of tax, duty, expense or fee (other than brokerage commissions) to (a) acquire, establish, re- establish, substitute, maintain, unwind or dispose of any Hypothetical Hedge Positions or Intermediate Hypothetical Hedge Positions or Optional Hypothetical Hedge Positions or (b) realise, recover or remit the proceeds of any such Hypothetical Hedge Positions or Intermediate Hypothetical Hedge Positions or Optional Hypothetical Hedge Positions, provided that, assuming the Hypothetical Investor is Société Générale, any such materially
increased amount that is incurred solely due to the deterioration of the creditworthiness of the Société Générale or one of its affiliates shall not be deemed an Increased Cost of Hedging;
K. Insolvency means that by reason of the voluntary or involuntary liquidation, bankruptcy, insolvency, dissolution or winding-up of or any analogous proceeding affecting a Fund, (a) all the Fund Units of that Fund are required to be transferred to a trustee, liquidator or other similar official or (b) holders of the Fund Units of that Fund become legally prohibited from transferring or redeeming them;
L. Liquidity Modification means that the Fund modifies the terms and conditions at which subscription and/or redemption orders can be submitted or are settled by the Fund as provided in the Fund Documents as of the Issue Date of the Notes or implements a modification of the conditions at which subscription and/or redemption orders can be submitted or are settled by the Fund regardless as to whether the principle of such modification was already envisaged in the Fund Documents as of the Issue Date of the Notes;
M. Merger Event means the conversion of the Fund Unit into another class of fund units or securities, or the split of the Fund, its consolidation or its merger with, or its sale or its conveyance of all or substantially all its assets to, a third party;
N. Nationalisation means that all the Fund Units or all or substantially all the assets of a Fund are nationalised, expropriated or are otherwise required to be transferred to any governmental agency, authority, entity or instrumentality thereof;
O. Regulatory Action means, with respect to any Fund Unit, (a) cancellation, suspension or revocation of the registration or approval of such Fund Unit or the related Fund by any governmental, legal or regulatory entity with authority over such Fund Unit or Fund, (b) any change in the legal, tax, accounting, or regulatory treatments of the relevant Fund or its Fund Service Provider that is reasonably likely to have an adverse impact on the value of such Fund Unit or on any investor therein (as determined by the Calculation Agent), or (c) the related Fund or any of its Fund Service Provider becoming subject to any investigation, proceeding or litigation by any relevant governmental, legal or regulatory authority involving the alleged violation of applicable law for any activities relating to or resulting from the operation of such Fund or Fund Service Provider;
P. Reporting Disruption means, in respect of any Fund Unit, any failure of the related Fund to deliver, or cause to be delivered, (a) information that such Fund has agreed to deliver, or cause to be delivered to a Hypothetical Investor or (b) information that has been previously delivered to a Hypothetical Investor in accordance with such Fund, or its authorised representative’s, normal practice and that the Calculation Agent deems necessary to monitor such Fund’s compliance with any investment guidelines, asset allocation methodologies or any other similar policies relating to such Fund Units;
Q. Strategy Breach means (a) any breach or violation of any strategy or investment guidelines stated in the related Fund Documents, that is reasonably likely to affect the value of the Fund Units or the rights or remedies of any holders thereof, in each case, as determined by the Calculation Agent or (b) any material modification, as determined by the Calculation Agent, of the risk profile of the Fund from its risk profile prevailing on the Issue Date of the Notes by reason of, but not limited to, the modification of the proportions, or reduction of diversification, of the type of assets in which the Fund invests or a reduction of the average liquidity of the assets of the Fund;
then the Calculation Agent may:
X. consider such Extraordinary Event as an event triggering an early redemption of the Notes (hereafter, an Early Redemption Event). In the case where an Early Redemption Event
occurs, the Issuer shall terminate its obligations under the Notes and shall pay or cause to be paid an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions; or
Y. in the case of (M) above only, replace the Fund Unit by the kind and number of units or other securities and property receivable on such conversion, split, consolidation, merger, sale or conveyance by a holder of Fund Units prior to such conversion, split, consolidation, merger, sale or conveyance for the purposes of determining the value of the Fund Unit and make any adjustment (if necessary) to the value of such Fund Unit; or
Z. determine that the Issuer will apply one of the following methods:
(a) Monetisation to the Maturity Date
(i) in respect of the Intermediate Amount(s), and the Issuer shall no longer be liable for the payment, on any Intermediate Payment Date following the occurrence of the Extraordinary Event, of the Intermediate Amount(s) initially scheduled to be paid on such Intermediate Payment Date(s), but instead will, in full and final satisfaction of its obligations:
(1) in respect of the payment of the Intermediate Amount as defined in the applicable Final Terms which could be as low as zero, pay on the Maturity Date an amount per Note, determined by the Calculation Agent, based on (a) the net positive cash amount that a Hypothetical Investor would be left with on the Intermediate Full Liquidation Date, as a result of liquidating, within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event, the Intermediate Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Intermediate Hypothetical Hedge Positions) minus (b) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Intermediate Full Liquidation Date, is a Calculation Amount for the purposes of this provision and of the Compounding Method)together with (c) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Intermediate Full Liquidation Date (included) and (y) the fourth Business Day preceding the Maturity Date (excluded); for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Intermediate Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Intermediate Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero; or
(2) in respect of the payment of the Intermediate Amount as defined in the applicable Final Terms which cannot be in any case lower than an amount strictly positive (the Minimum Intermediate Amount), pay (a) on the Intermediate Payment Date an amount per Note equal to the Minimum Intermediate Amount and (b) on the Maturity Date an amount per Note, determined by the Calculation Agent,
equal to the positive difference, if any, between (i) (1) the net positive cash amount that a Hypothetical Investor would be left with on the Intermediate Full Liquidation Date, as a result of liquidating, within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event, the Intermediate Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Intermediate Hypothetical Hedge Positions) minus (2) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Intermediate Full Liquidation Date is a Calculation Amount for the purposes of this provision and of the Compounding Method) together with (3) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Intermediate Full Liquidation Date (included) and (y) the fourth Business Day preceding the Maturity Date (excluded), and (ii) an amount equal to the Minimum Intermediate Amount; for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Intermediate Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Intermediate Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero;
and/or,
(ii) in respect of the Final Redemption Amount and the Issuer shall no longer be liable for the payment, on the Maturity Date, of the Final Redemption Amount as defined in the applicable Final Terms, but instead will, in full and final satisfaction of its obligations:
(1) in respect of the redemption of Notes whose Final Redemption Amount as defined in the applicable Final Terms could be as low as zero, pay on the Maturity Date an amount per Note, determined by the Calculation Agent, based on (a) the net positive cash amount that a Hypothetical Investor would be left with on the Full Liquidation Date, as a result of liquidating, within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event, the Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Hypothetical Hedge Positions) minus (b) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Full Liquidation Date, is a Calculation Amount for the purposes of this provision and of the Compounding Method) together with (c) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period)
between (x) the Full Liquidation Date (included) and (y) the fourth Business Day preceding the Maturity Date (excluded); for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero; or
(2) in respect of the redemption of Notes whose Final Redemption Amount as defined in the applicable Final Terms cannot be in any case lower than an amount strictly positive (the Minimum Redemption Amount), pay on the Maturity Date an amount per Note, determined by the Calculation Agent, equal to the sum of (a) the Minimum Redemption Amount and (b) an amount, equal to the positive difference, if any, between (i) (1) the net positive cash amount that a Hypothetical Investor would be left with on the Full Liquidation Date, as a result of liquidating, within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event, the Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Hypothetical Hedge Positions) minus (2) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Full Liquidation Date, is a Calculation Amount for the purposes of this provision and of the Compounding Method) together with (3) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Full Liquidation Date (included) and (y) the fourth Business Day preceding the Maturity Date (excluded), and (ii) an amount equal to the Minimum Redemption Amount; for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero;
or,
(b) Postponement to the Adjusted Intermediate Payment Date and the Issuer shall no longer be liable for the payment, on the Intermediate Payment Date(s) following the occurrence of the Extraordinary Event, of the Intermediate Amount(s) initially scheduled to be paid on such Intermediate Payment Date(s), but instead will, in full and final satisfaction of its obligations:
(i) in respect of the payment of the Intermediate Amount as defined in the applicable Final Terms which could be as low as zero, pay on the Adjusted Intermediate Payment Date an amount per Note, determined by the Calculation Agent, based on (a) the net positive cash amount that a Hypothetical Investor would be left with on the Intermediate Full Liquidation
Date, as a result of liquidating, within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event, the Intermediate Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Intermediate Hypothetical Hedge Positions) minus (b) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Intermediate Full Liquidation Date, is a Calculation Amount for the purposes of this provision); for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Intermediate Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Intermediate Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero; or
(ii) in respect of the payment of the Intermediate Amount as defined in the applicable Final Terms which cannot be in any case lower than an amount strictly positive (the Minimum Intermediate Amount), pay (a) on the Intermediate Payment Date an amount per Note equal to the Minimum Intermediate Amount and (b) on the Adjusted Intermediate Payment Date an amount per Note, determined by the Calculation Agent, equal to the positive difference, if any, between (i) (1) the net positive cash amount that a Hypothetical Investor would be left with on the Intermediate Full Liquidation Date, as a result of liquidating, within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event, the Intermediate Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Intermediate Hypothetical Hedge Positions) minus (2) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Intermediate Full Liquidation Date, is a Calculation Amount for the purposes of this provision) and (ii) an amount equal to the Minimum Intermediate Amount; for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Intermediate Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Intermediate Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero
or,
(c) Substitution and the Calculation Agent shall (i) identify a Fund (the New Fund) having an investment strategy similar to the investment strategy of the Fund affected by the Extraordinary Event (the Affected Fund) and (ii) may adjust any relevant terms of the Notes to preserve the economic equivalent of the obligations of the Issuer under the Notes.
III. DISRUPTION EVENTS RELATING TO ANY FUND AND/OR ANY FUND UNIT
Upon the occurrence or the likely occurrence, as determined by the Calculation Agent, of any of the following events (each a Disruption Event) in respect of a Valuation Date (the Disrupted Day) and a Fund or Fund Unit:
A. Calculation and/or Publication Disruption means the occurrence of an event, beyond the control of a Hypothetical Investor (including in the case of any gate, deferral, suspension or other provisions in the Fund Documents permitting the Fund to delay or refuse subscription and/or redemption orders) which precludes the calculation and/or publication of the official net asset value per Unit of the Fund by the Fund (or the Fund Service Provider generally in charge of calculating such official net asset value); or
B. Fund Settlement Disruption means a failure by the Fund to pay in cash the full amount of the redemption proceeds on the date by which the Fund was scheduled to have paid such amount and which, in the determination of the Calculation Agent, makes it impossible or impracticable for the Calculation Agent to determine the Closing Price, including without limitation due to (a) the transfer of all illiquid assets of such Fund to a dedicated fund, account or structure pending the liquidation of such assets for the benefit of existing holders of the Fund Units (side pocket), (b) the restriction on the amount or number of redemptions orders that the Fund (or the Fund Service Provider generally in charge of accepting redemption orders) will accept in relation to a single date on which the Fund normally accepts redemption orders (a gate), (c) the suspension for any reason of the subscription or redemption orders by the Fund (or the Fund Service Provider generally in charge of accepting subscription and redemption orders), or (d) the postponement of the payment of the balance of redemption proceeds to a date occurring after the financial statements of the Fund have been reviewed by the Fund’s statutory auditors (holdback), in each case whether these events are imposed by the Fund without being envisaged in the Fund Documents on the Issue Date of the Notes or are already envisaged by the Fund Documents on the Issue Date of the Notes and are solely implemented by the Fund after such date; or
C. NAV Determination Disruption Event means the occurrence of any event (beyond the control of a Hypothetical Investor) other than the events mentioned in "Calculation and/or Publication Disruption" in (A) above or "Fund Settlement Disruption" in (B) above affecting such Fund which, in the determination of the Calculation Agent, makes it impossible or impracticable for the Calculation Agent to determine the Closing Price,
the Valuation Date, in respect of the Affected Fund, shall be postponed to the immediately following Fund Business Day or Fund Valuation Day (as specified to be applicable in relation to such Valuation Date in the Final Terms) that is no longer affected by a Disruption Event for such Affected Fund.
If a Disruption Event has occurred or is continuing on each of the five scheduled Fund Business Days or Fund Valuation Days, as the case may be, following the Scheduled Valuation Date or if no Fund Business Day or Fund Valuation Day, as the case may be, that is not affected by a Disruption Event has occurred at the latest on the thirty-fifth calendar day following the Scheduled Valuation Date, then the Calculation Agent may either:
X. determine its good faith estimate of the net asset value per Unit of such Fund which shall be deemed to be the Closing Price in respect of such Valuation Date provided that if the Calculation Agent decides to make such determination, the Valuation Date shall occur no later than the fourth Business Day before the date of any payment to be made under the Notes on the basis of such determination; or
Y. consider such Disruption Event as an event triggering an early redemption of the Notes (hereafter, an Early Redemption Event). In the case where an Early Redemption Event occurs, the Issuer shall terminate its obligations under the Notes and shall pay or cause to be paid an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions; or
Z. determine that the Issuer will apply one of the following methods:
(i) In respect of the Intermediate Amount,
(1) the Monetisation to the Maturity Date and the Issuer shall no longer be liable for the payment, on the Intermediate Payment Date related to the Disrupted Day, of the Intermediate Amount initially scheduled to be paid on such Intermediate Payment Date, but instead will, in full and final satisfaction of its obligations:
(1.1) in respect of the payment of the Intermediate Amount as defined in the applicable Final Terms which could be as low as zero, pay on the Maturity Date an amount per Note, determined by the Calculation Agent, based on (a) the net positive cash amount that a Hypothetical Investor would be left with on the Intermediate Full Liquidation Date, as a result of liquidating, pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Disrupted Day, the Intermediate Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Intermediate Hypothetical Hedge Positions) minus (b) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Intermediate Full Liquidation Date, is a Calculation Amount for the purposes of this provision and of the Compounding Method) together with (c) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Intermediate Full Liquidation Date (included) and
(y) the fourth Business Day preceding the Maturity Date
(excluded); for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Intermediate Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Intermediate Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero; or
(1.2) in respect of the payment of the Intermediate Amount as defined in the applicable Final Terms which cannot be in any case lower than an amount strictly positive (the Minimum Intermediate Amount), pay (a) on the Intermediate Payment Date an amount per Note equal to the Minimum Intermediate Amount and (b) on the Maturity Date an amount per Note, determined by the Calculation Agent, equal to the positive difference, if any, between (i) (1) the net positive cash amount that a Hypothetical Investor would be left with on the Intermediate Full Liquidation Date, as a result of liquidating, pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Disrupted Day, the Intermediate Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Intermediate Hypothetical Hedge Positions) minus (2) the Associated Costs (the result of which,
converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Intermediate Full Liquidation Date, is a Calculation Amount for the purposes of this provision and of the Compounding Method) together with (3) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Intermediate Full Liquidation Date (included) and (y) the fourth Business Day preceding the Maturity Date (excluded), and (ii) an amount equal to the Minimum Intermediate Amount; for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Intermediate Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Intermediate Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero;
or,
(2) the Postponement to the Adjusted Intermediate Payment Date and the Issuer shall no longer be liable for the payment, on such Intermediate Payment Date, of the Intermediate Amount initially scheduled to be paid on such Intermediate Payment Date, but instead will, in full and final satisfaction of its obligations:
(2.1) in respect of the payment of the Intermediate Amount as defined in the applicable Final Terms which could be as low as zero, pay on the Adjusted Intermediate Payment Date an amount per Note, determined by the Calculation Agent, based on (a) the net positive cash amount that a Hypothetical Investor would be left with on the Intermediate Full Liquidation Date, as a result of liquidating, pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Disrupted Day, the Intermediate Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Intermediate Hypothetical Hedge Positions) minus (b) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Intermediate Full Liquidation Date, is a Calculation Amount for the purposes of this provision); for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Intermediate Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Intermediate Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero; or
(2.2) in respect of the payment of the Intermediate Amount as defined in the applicable Final Terms which cannot be in any case lower than an amount strictly positive (the Minimum Intermediate Amount), pay (a) on the Intermediate Payment Date an amount
per Note equal to the Minimum Intermediate Amount and (b) on the Adjusted Intermediate Payment Date an amount per Note, determined by the Calculation Agent, equal to the positive difference, if any, between (i) (1) the net positive cash amount that a Hypothetical Investor would be left with on the Intermediate Full Liquidation Date, as a result of liquidating, pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Disrupted Day, the Intermediate Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Intermediate Hypothetical Hedge Positions) minus (2) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Intermediate Full Liquidation Date, is a Calculation Amount for the purposes of this provision) and (ii) an amount equal to the Minimum Intermediate Amount; for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Intermediate Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Intermediate Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero;
and/or,
(ii) in respect of the Final Redemption Amount, the Monetisation to the Maturity Date and the Issuer shall no longer be liable for the payment, on the Maturity Date, of the Final Redemption Amount as defined in the applicable Final Terms, but instead will, in full and final satisfaction of its obligations:
(1) in respect of the redemption of Notes whose Final Redemption Amount as defined in the applicable Final Terms could be as low as zero, pay on the Maturity Date an amount per Note, determined by the Calculation Agent, based on (a) the net positive cash amount that a Hypothetical Investor would be left with on the Full Liquidation Date, as a result of liquidating, pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Disrupted Day, the Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Hypothetical Hedge Positions) minus (b) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Intermediate Full Liquidation Date, a Calculation Amount for the purposes of this provision and of the Compounding Method) together with (c) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Full Liquidation Date (included) and (y) the fourth Business Day preceding the Maturity Date (excluded); for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under
its Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero; or
(2) in respect of the redemption of Notes whose Final Redemption Amount as defined in the applicable Final Terms cannot be in any case lower than an amount strictly positive (the Minimum Redemption Amount), pay on the Maturity Date an amount per Note, determined by the Calculation Agent, equal to the sum of (a) the Minimum Redemption Amount and (b) an amount, equal to the positive difference, if any, between (i) (1) the net positive cash amount that a Hypothetical Investor would be left with on the Full Liquidation Date, as a result of liquidating, pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Disrupted Day, the Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Hypothetical Hedge Positions) minus (2) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Full Liquidation Date, is a Calculation Amount for the purposes of this provision and of the Compounding Method) together with (3) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Full Liquidation Date (included) and (y) the fourth Business Day preceding the Maturity Date (excluded), and (ii) an amount equal to the Minimum Redemption Amount; for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero;
or,
(iii) Substitution and the Calculation Agent shall (1) identify a Fund (the New Fund) having an investment strategy similar to the investment strategy of the Fund affected by the Extraordinary Event (the Affected Fund) and (2) may adjust any relevant terms of the Notes to preserve the economic equivalent of the obligations of the Issuer under the Notes.
Notwithstanding the foregoing, in respect of any Notes, a Valuation Date (postponed as the case may be pursuant to the provisions above) shall occur not later than the fourth Business Day before the date of any payment to be made under the Notes on the basis of determinations made on such Valuation Date; if a Valuation Date (postponed as the case may be pursuant to the provisions above) would fall less than the fourth Business Day prior to the date of any payment to be made under the Notes on the basis of determinations made on such Valuation Date, then that fourth Business Day shall be deemed the Valuation Date and the Calculation Agent shall make the determinations described in (X) above on such fourth Business Day and the good faith estimate of the net asset value of the Fund so calculated shall be deemed the Closing Price.
IV. OCCURRENCE OF AN EXTRAORDINARY EVENT OR A DISRUPTION EVENT IN RELATION TO AN OPTIONAL REDEMPTION
If "Redemption at the option of the Noteholders" or "Redemption at the option of the Issuer" is specified as being applicable in the Final Terms of the relevant Notes:
A. Upon the occurrence or likely occurrence of an Extraordinary Event or a Disruption Event, the Put Notices or the exercise by the Issuer of its right of optional redemption relating to an Optional Redemption Date with an Optional Redemption Cut-Off Date falling after the date of such occurrence shall be null and void.
B. Upon the occurrence or likely occurrence of an Extraordinary Event or a Disruption Event, with respect to Put Notices or the exercise by the Issuer of its right of optional redemption relating to an Optional Redemption Date with an Optional Redemption Cut-Off Date falling on or before the date of such occurrence, the Calculation Agent will determine which one of the following method the Issuer will apply:
(a) Early Redemption Event and the Issuer shall terminate its obligations under the Notes and shall pay or cause to be paid an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions; or
(b) Monetisation to the Maturity Date and the Issuer shall no longer be liable for the payment, on the Optional Redemption Date, of the Optional Redemption Amount, but instead will, in full and final satisfaction of its obligations:
(i) in respect of the redemption of Notes whose Optional Redemption Amount as defined in the applicable Final Terms could be as low as zero, pay on the Maturity Date an amount per Note, determined by the Calculation Agent, based on (a) the net positive cash amount that a Hypothetical Investor would be left with on the Optional Full Liquidation Date, as a result of liquidating (either within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event or pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Valuation Date relating to the Optional Redemption Date in the case of a Disruption Event), the Optional Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Optional Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Optional Hypothetical Hedge Positions) minus (b) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Optional Full Liquidation Date, is a Calculation Amount for the purposes of this provision and of the Compounding Method) together with (c) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Optional Full Liquidation Date (included) and (y) the fourth Business Day preceding the Maturity Date (excluded); for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Optional Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Optional Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero; or
(ii) in respect of the redemption of Notes whose Final Redemption Amount as defined in the applicable Final Terms cannot be in any case lower than an
amount strictly positive (the Optional Minimum Redemption Amount), pay
(a) on the Optional Redemption Date an amount per Note equal to the Optional Minimum Redemption Amount and (b) on the Maturity Date an amount per Note, determined by the Calculation Agent, equal to the positive difference, if any, between (i) (1) the net positive cash amount that a Hypothetical Investor would be left with on the Optional Full Liquidation Date, as a result of liquidating (either within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event or pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Valuation Date relating to the Optional Redemption Date in the case of a Disruption Event), the Optional Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Optional Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Optional Hypothetical Hedge Positions) minus (2) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Optional Full Liquidation Date is a Calculation Amount for the purposes of this provision and of the Compounding Method) together with (3) interest that would have accrued on such Calculation Amount pursuant to the Compounding Method, during the period (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Optional Full Liquidation Date (included) and (y) the fourth Business Day preceding the Maturity Date (excluded), and (ii) an amount equal to the Optional Minimum Redemption Amount; for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Optional Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Optional Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero.
or,
(c) Postponement to the Adjusted Optional Redemption Date and the Issuer shall no longer be liable for the payment, on the Optional Redemption Date, of the Optional Redemption Amount, but instead will, in full and final satisfaction of its obligations:
(i) in respect of the redemption of Notes whose Optional Redemption Amount as defined in the applicable Final Terms could be as low as zero, pay on the Adjusted Optional Redemption Date an amount per Note, determined by the Calculation Agent, based on (a) the net positive cash amount that a Hypothetical Investor would be left with on the Optional Full Liquidation Date, as a result of liquidating (either within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event or pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Valuation Date relating to the Optional Redemption Date in the case of a Disruption Event) the Optional Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Optional Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Optional Hypothetical Hedge Positions) minus (b) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Optional Full Liquidation Date is a Calculation Amount for the purposes of this provision); for the avoidance of
doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Optional Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Optional Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero; or
(ii) in respect of the redemption of Notes whose Optional Redemption Amount as defined in the applicable Final Terms cannot be in any case lower than an amount strictly positive (the Optional Minimum Redemption Amount), pay (a) on the Optional Redemption Date an amount per Note equal to the Optional Minimum Redemption Amount and (b) on the Adjusted Optional Redemption Date an amount per Note, determined by the Calculation Agent, equal to the positive difference between (i) (1) the net positive cash amount that a Hypothetical Investor would be left with on the Optional Full Liquidation Date, as a result of liquidating (either within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event or pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Valuation Date relating to the Optional Redemption Date in the case of a Disruption Event) the Optional Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Optional Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Optional Hypothetical Hedge Positions) minus (2) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Optional Full Liquidation Date is a Calculation Amount for the purposes of this provision) and (ii) an amount equal to the Optional Minimum Redemption Amount; for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Optional Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Optional Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero.
V. MATURITY DISRUPTION EVENT RELATING TO ANY FUND AND/OR ANY FUND UNIT
Upon the occurrence or the likely occurrence, as determined by the Calculation Agent, of a Maturity Disruption Event:
A. the Issuer shall consider such Extraordinary Event as an event triggering an early redemption of the Notes (hereafter, an Early Redemption Event). In the case where an Early Redemption Event occurs, the Issuer shall terminate its obligations under the Notes and shall pay or cause to be paid an Early Redemption Amount on the basis of Market Value as defined in Condition 5(f) of the Terms and Conditions; or
B. the Maturity Date of the Notes shall be postponed to the Adjusted Maturity Date; and
C. the Issuer shall no longer be liable for the payment, on the Maturity Date, of the Intermediate Amount and/or Optional Redemption Amount and/or Final Redemption Amount as defined in the applicable Final Terms, but instead will, in full and final satisfaction of its obligations:
(a) in respect of the Intermediate Amount and/or Optional Redemption Amount,
(i) in respect of the redemption of Notes whose Intermediate Amount and/or Optional Redemption Amount as defined in the applicable Final Terms could be as low as zero, pay on the Adjusted Maturity Date an amount per Note,
determined by the Calculation Agent, based on (a) the net positive cash amount that a Hypothetical Investor would be left with on the Intermediate Full Liquidation Date and/or the Optional Full Liquidation Date, as a result of liquidating (either within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event that gives rise to the Maturity Disruption Event or pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Valuation Date relating to the Intermediate Payment Date and/or the Optional Redemption Date in the case of a Disruption Event giving rise to the Maturity Disruption Event) the Intermediate and/or Optional Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate or Optional Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Intermediate and/or Optional Hypothetical Hedge Positions) minus (b) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Intermediate Full Liquidation Date and/or the Optional Full Liquidation Date, is a Calculation Amount for the purposes of this provision and of the Compounding Method) together with
(c) interest that would have accrued on such Calculation Amount pursuant to
the Compounding Method, during the period, if any, (which for the purposes of this provision and of the Compounding Method shall be a Calculation Period) between (x) the Intermediate Full Liquidation Date and/or the Optional Full Liquidation Date (included) and (y) the fourth Business Day preceding the Adjusted Maturity Date (excluded); for the avoidance of doubt, the liquidation proceeds of any assets held by a Hypothetical Investor as Intermediate and/or Optional Hypothetical Hedge Positions shall be deemed to be used in priority to extinguish any liability, if any, incurred by such Hypothetical Investor under its Intermediate and/or Optional Hypothetical Hedge Positions and the Calculation Amount mentioned above can be as low as zero; or
(ii) in respect of the redemption of Notes whose Intermediate Amount and/or Optional Redemption Amount as defined in the applicable Final Terms cannot be in any case lower than an amount strictly positive (the Minimum Payment Amount), pay (a) on the Maturity Date an amount per Note equal to the Minimum Payment Amount and (b) on the Adjusted Maturity Date an amount per Note, determined by the Calculation Agent, equal to the positive difference between (i) (1) the net positive cash amount that a Hypothetical Investor would be left with on the Intermediate Full Liquidation Date and/or the Optional Full Liquidation Date, as a result of liquidating (either within 30 Business Days following the date of occurrence or likely occurrence of the Extraordinary Event that gives rise to the Maturity Disruption Event or pursuant to a Valid Order submitted in accordance with the Applicable Method specified in respect of the Valuation Date relating to Intermediate Payment Date and/or the Optional Redemption Date in the case of a Disruption Event giving rise to the Maturity Disruption Event) the Intermediate and/or Optional Hypothetical Hedge Positions (inter alia by satisfying any obligations or liabilities in place with respect to or part of such Intermediate or Optional Hypothetical Hedge Positions, if any, with the liquidation proceeds of the assets of the Intermediate and/or Optional Hypothetical Hedge Positions) minus (2) the Associated Costs (the result of which, converted if necessary into the Specified Currency using the Relevant Spot Exchange Rate on the Full Liquidation Date, is a Calculation