AVVISO n.8090 25 Aprile 2017 MOT - EuroMOT
AVVISO n.8090 | 25 Aprile 2017 | MOT - EuroMOT |
Mittente del comunicato : BORSA ITALIANA
Societa' oggetto dell'Avviso
: Credit Suisse
Testo del comunicato
Oggetto : 'EuroMOT' - Inizio negoziazioni 'Credit Suisse'
Si veda allegato.
Disposizioni della Borsa
Società emittente: Credit Suisse
Titolo: "Obbligazione Tasso Fisso 6.50% Peso Messicano Aprile 2020" (Codice ISIN XS1583933954)
Società di Rating | Long Term | Data Report |
Moody's | A1 | 13/12/2016 |
Standard & Poor's | A | 02/12/2015 |
Fitch Ratings | A | 08/12/2015 |
Rating Emittente:
Credit Suisse
Oggetto: INIZIO DELLE NEGOZIAZIONI IN BORSA
Data inizio negoziazioni: 26/04/2017
Mercato di negoziazione: Borsa - Mercato telematico delle obbligazioni (MOT),
segmento EuroMOT, 'classe euro-obbligazioni, ABS, titoli di emittenti esteri e altri titoli di debito'
Clearing: n.a.
Sistemi di regolamento: Euroclear e Clearstream
Calendario di regolamento: Il calendario della valuta EUR tenuto altresì conto dei
giorni di chiusura dei sistemi di liquidazione interessati
Termini di liquidazione: Il secondo giorno successivo alla data di stipulazione dei
contratti di compravendita
EMS: 440.000
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
"Obbligazione Tasso Fisso 6.50% Peso Messicano Aprile 2020"
Modalità di negoziazione: corso secco
N. obbligazioni in circolazione: 10.000
Valore nominale unitario: 100.000 MXN Valore nominale complessivo
delle obbligazioni in circolazione: 1.000.000.000 MXN
Interessi: le obbligazioni fruttano interessi annui lordi, pagabili in via posticipata in conformità a quanto specificato nei Final Terms del prestito.Le cedole saranno corrisposte in EUR sulla base del fixing rilevato in base a quanto previsto nei Final Terms del prestito.
Modalità di calcolo dei ratei: 30/360 Godimento: 19/04/2017
Scadenza: 19/04/2020 (rimborso alla pari in un'unica soluzione alla scadenza. Il rimborso avverrà in Eur sulla base del fixing rilevato in base a quanto previsto nei Final Terms del prestito.)
Tagli: unico da nominali 100.000 MXN
Codice ISIN: XS1583933954
Codice Instrument Id: 812379
Descrizione: CS TF 6,5% AP20 MXN Importo minimo di negoziazione: 100.000 MXN
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 26/04/2017 gli strumenti finanziari "Obbligazione Tasso Fisso 6.50% Peso Messicano Aprile 2020" verranno iscritti nel Listino Ufficiale, comparto obbligazionario (MOT).
Allegato:
- Final Terms del prestito obbligazionario.
Final Terms dated 18 April 2017 Credit Suisse AG, London Branch
Dual Currency Securities due April 2020
(the "Securities")
(referred to for commercial purposes as "Obbligazione Tasso Fisso 6.50% Peso Messicano Aprile 2020")
Series SPLB2017-225
issued pursuant to the Dual Currency Securities and FX-Linked Securities Base Prospectus
as part of the Structured Products Programme for the issuance of Notes, Certificates and Warrants PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such in the General Conditions, the applicable Additional Provisions, the Product Conditions and the Asset Terms (as may be amended and/or supplemented up to, and including, the Issue Date set forth in the Base Prospectus dated 10 March 2017, as supplemented on 13 April 2017, which together constitute a base prospectus for the purposes of Directive 2003/71/EC, as amended from time to time, including by Directive 2010/73/EU (the "Prospectus Directive"). This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus. A summary of the Securities is annexed to these Final Terms. Full information on the Issuer and the offer of the Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. Copies of the Base Prospectus may be obtained from the registered office of the Issuer and Agents specified herein.
These Final Terms comprise the final terms for the issue and admission to trading on Borsa Italiana S.p.A's MOT (Electronic bond market) of the Securities. The Final Terms will be available for viewing on the website of the Issuer at xxx.xxxxxx-xxxxxx.xxx/xxxxxxxxxxx and the website of Borsa Italiana S.p.A
1. Series Number: SPLB2017-225
2. Tranche Number: Not Applicable
3. Applicable General Terms and Conditions:
General Note Conditions
4. Type of Security: Return Dual Currency Securities
5. Currency:
- Denomination Currency: Mexican Peso ("MXN")
- Settlement Currency: Euro ("EUR")
PROVISIONS RELATING TO NOTES AND CERTIFICATES
Applicable
6. Aggregate Nominal Amount:
(i)
Series:
MXN 1,000,000,000
(ii)
Tranche:
Not Applicable
7. Issue Price: 100 per cent. of the Aggregate Nominal Amount
8. Specified Denomination: MXN 100,000
9. Minimum Transferable Number of Securities:
One Security
10. Transferable Number of Securities: Not Applicable
11. Minimum Trading Lot: One Security
12. Issue Date: 19 April 2017
13. Maturity Date: 19 April 2020
14. Coupon Basis: Applicable: Fixed Rate Provisions
15. Redemption/Payment Basis: Par
16. Put/Call Options: Not Applicable
PROVISIONS RELATING TO COUPON AMOUNTS
17. Fixed Rate Provisions (General Note Condition 4 or General Certificate Condition 4):
Applicable
Each Coupon Amount shall be paid in the Settlement Currency on the relevant Interest Payment Date following conversion at the FX Rate on the relevant Valuation Date.
(i)
Rate(s) of Interest:
6.5 per cent. per annum
(ii)
Interest Commencement Date:
Issue Date
(iii)
Interest Payment Date(s):
Each of 19 April 2018, 19 April 2019, and 19 April 2020
(iv)
Interest Period:
Unadjusted
(v)
Business Day Convention:
Following Business Day Convention
(vi)
Interest Amount(s) per Security:
Not Applicable
(vii)
Day Count Fraction:
30/360 (unadjusted basis)
(viii)
Determination Date(s):
Not Applicable
(ix)
Valuation Date(s):
In respect of each Interest Payment Date, two FX Business Days before such Interest Payment Date.
18. Floating Rate Provisions (General Note Condition 4 or General Certificate Condition 4):
Not Applicable
PROVISIONS RELATING TO REDEMPTION/SETTLEMENT
19. Redemption Amount (Product Condition 3):
Par
The Redemption Amount shall be paid in the Settlement Currency on the Maturity Date, after being converted by the Issuer at the relevant FX Rate on the Valuation Date corresponding to the Maturity Date.
(i)
Redemption Option Percentage:
Not Applicable
(ii)
Valuation Date(s):
In respect of the Maturity Date, scheduled to fall on 19 April 2020, two FX Business Days before the Maturity Date.
20. Initial Setting Date: Not Applicable
21. Details relating to Instalment Securities: Not Applicable
22. Put Option: Not Applicable
23. Call Option: Not Applicable
24. Unscheduled Termination Amount:
(i) Unscheduled Termination at Par:
Applicable
(ii) Valuation Date(s): In respect of the date scheduled for early redemption of
the Security, two FX Business Days before the date scheduled for early redemption of the Security.
25. Payment Disruption: Not Applicable
26. RUB Payment Disruption: Not Applicable
27. EM Currencies (ex-RUB) Payment Disruption
Not Applicable
28. Interest and Currency Rate Additional Disruption Event:
Not Applicable
29. FX-Linked Securities: Applicable FX Rate:
(i) FX Rate: Derived Exchange Rate
For the purposes of the definition of the "Derived Exchange Rate", Derived Exchange Rate 3 is applicable
- Base Currency: Settlement Currency
- Reference Currency: Denomination Currency
- Intermediate Currency: United States dollar ("USD")
- Specified Currency: Not Applicable
(ii) Specified Rate: In respect of the Intermediate Currency/Reference Currency Price, Spot rate
In respect of the Intermediate Currency/Base Currency Price, Spot rate
(iii) FX Page: In respect of the Intermediate Currency/Reference Currency Price, Reuters Screen "WMRSPOT10"
In respect of the Intermediate Currency/Base Currency Price, Reuters Screen "WMRSPOT05"
(iv) Specified Time: In respect of the Intermediate Currency/Reference Currency Price, 4 p.m., London time
In respect of the Intermediate Currency/Reference Currency Price, 4 p.m., London time
(v) FX Rate Sponsor: In respect of the Intermediate Currency/Reference
Currency Price, WM Performance Services Company Plc.
In respect of the Intermediate Currency/Base Currency Price, WM Performance Services Company Plc.
(vi) Information Source: xxxx://xxxxxxxxx.xxx/
(vii) Trade Date: Not Applicable
(viii) Specified Financial Centre(s): In respect of the Intermediate Currency/Reference
Currency Price, Mexico City and New York City
In respect of Intermediate Currency/Base Currency Price,
New York City
(ix) Jurisdictional Event: Not Applicable
(x) Jurisdictional Event Jurisdiction(s):
Not Applicable
(xi) Event Currency: Not Applicable
(xii) Non-Event Currency: Not Applicable
(xiii) FX Business Day Convention: Not Applicable
(xiv) Number of FX Settlement Days: Not Applicable
(xv) Benchmark Obligation: Not Applicable
(xvi) Market Disruption Events: In respect of the Intermediate Currency/Reference
Currency Price, the following Market Disruption Events apply:
(a) Benchmark Obligation Default:
Not Applicable
(b) Dual Exchange Rate: Not Applicable
(c) General Inconvertibility: Not Applicable
(d) General Non- Transferability:
Not Applicable
(e) Governmental Authority Default:
Not Applicable
(f) Illiquidity: Not Applicable
(g) Material Change in Circumstances:
Not Applicable
(h) Nationalisation: Not Applicable
(i) Price Materiality: Not Applicable
(j) Price Source Disruption:
Applicable
(k) Specific Inconvertibility: Not Applicable
(l) Specific Non- Transferability:
Not Applicable
(xvii) Disruption Fallbacks:
In respect of the Intermediate Currency/Reference Currency Price:
EM Valuation Postponement
EM Calculation Agent Determination
(xviii) EM Currency Provisions: In respect of the Intermediate Currency/Reference
Currency Price: Applicable
(a) Unscheduled Holiday: Applicable. Maximum Days of Deferral: 14
(b) EM Valuation Applicable. Maximum Days of EM Valuation
Postponement: 14
Postponement:
(c) EM Fallback Valuation Postponement:
Not Applicable
(d) Cumulative Events: Applicable. Maximum Days of Cumulative Postponement:
14
(e) EM Price Materiality: Not Applicable
(xix) Additional Disruption Events:
(a) Change in Law: Applicable
(b) Hedging Disruption: Not Applicable
(c) Increased Cost of Hedging:
Not Applicable
GENERAL PROVISIONS
30. (i) Form of Securities: Bearer Securities
(ii) Global Security: Applicable
(iii) NGN Form: Not Applicable
(iv) Intended to be held in a manner No which would allow Eurosystem eligibility:
31. Financial Centre(s): Not Applicable
32. Business Centre(s): Not Applicable
33. Listing and Admission to Trading: Applicable
(i) Exchange(s) to which application will initially be made to list the Securities: (Application may subsequently be made to other exchange(s))
Borsa Italiana S.p.A's MOT (Electronic bond market)
(ii) Admission to trading: Application will be made for the Securities to be admitted
to trading on Borsa Italiana S.p.A's MOT (Electronic bond market) with effect from on or around the Issue Date provided, however, no assurance can be given that the Securities will be admitted to trading on Borsa Italiana S.p.A's MOT (Electronic bond market) or listed on the Official List of Borsa Italiana S.p.A's MOT (Electronic bond market) on or around the Issue Date or any specific date thereafter.
34. Security Codes and Ticker Symbols:
ISIN: XS1583933954
Common Code: 158393395
Swiss Security Number: 35461404
Telekurs Ticker: Not Applicable
WKN Number: Not Applicable
35. Clearing and Trading:
Clearing System(s) and any relevant identification number(s):
Euroclear Bank S.A./N.V. and Clearstream Banking,
société anonyme
36. Delivery: Delivery against payment
37. Agents:
Calculation Agent: Credit Suisse International Xxx Xxxxx Xxxxxx Xxxxxx X00 0XX
Fiscal Agent: The Bank of New York Mellon, acting through its Xxxxxx Xxxxxx
Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX
Paying Agent(s): The Bank of New York Mellon, acting through its Xxxxxx Xxxxxx
Xxx Xxxxxx Xxxxxx Xxxxxx X00 0XX
Additional Agents: Not Applicable
38. Dealer(s): Credit Suisse International
39. Specified newspaper for the purposes of notices to Securityholders:
Not Applicable
40. 871(m) Securities: The Issuer has determined that the Securities (without regard to any other transactions) should not be treated as transactions that are subject to U.S. withholding tax under section 871(m).
41. Additional Provisions: Additional Provisions for Notes listed on Borsa Italiana S.p.A: Applicable
Assignment to Qualified Investors only after allocation to public: Not Applicable
Record date for Notes listed on Borsa Italiana S.p.A.: The Clearing System Business Day immediately prior to each Interest Payment Date
42. EEA Retail Investor Selling Restriction: Applicable
PART B – OTHER INFORMATION
Interests of Natural and Legal Persons involved in the Issue
So far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the issue.
Performance of FX Rate
Information in relation to the FX Rate can be found at: xxxx://xxxxxxxxx.xxx/
POST-ISSUANCE INFORMATION
The Issuer will not provide any post issuance information with respect to the FX Rate, unless required to do so by applicable law or regulation.
REASONS FOR THE ISSUE, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the issue: Not Applicable; the net proceeds from the offer of the
Securities will be used by the Issuer for its general corporate purposes (including hedging arrangements).
(ii) Estimated net proceeds: Not Applicable.
(iii) Estimated total expenses: Not Applicable.
Signed on behalf of the Issuer:
By:
Duly authorised
By:
Duly authorised
SUMMARY OF THE SECURITIES
Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in sections A – E (A.1 – E.7).
This Summary contains all the Elements required to be included in a summary for these types of Securities and the Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of Securities and Issuers, it is possible that no relevant information can be given regarding such Element. In this case a short description of the Element is included in the summary and marked as "Not applicable".
Section A – Introduction and Warnings | ||
A.1 | Introduction and Warnings: | This Summary should be read as an introduction to the Base Prospectus. Any decision to invest in Securities should be based on consideration of the Base Prospectus as a whole by the investor. Where a claim relating to the information contained in the Base Prospectus is brought before a court, the plaintiff investor might, under the national legislation of the relevant Member State, have to bear the costs of translating the Base Prospectus before the legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, and only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key information in order to aid investors when considering whether to invest in the Securities. |
A.2 | Consent(s): | Not applicable; the Issuer does not consent to the use of the Base Prospectus for any subsequent resale of the Securities. |
Section B – Issuer | ||
B.1 | Legal and commercial name of the Issuer: | Credit Suisse AG ("CS"), acting through its London Branch (the "Issuer"). |
B.2 | Domicile and legal form of the Issuer, legislation under which the Issuers operates and country of incorporation of Issuer: | CS is a Swiss bank and joint stock corporation established under and which operates under Swiss law. Its registered head office is located at Xxxxxxxxxxx 0, XX-0000, Xxxxxxxxxxx. |
B.4b | Known trends with respect to the Issuer and the industries in which it operates: | Not applicable - there are no known trends, uncertainties, demands, commitments or events that are reasonably likely to have a material effect on the prospects of the Issuer for its current financial year. |
B.5 | Description of group and Issuers' position within the group: | CS is a wholly owned subsidiary of Credit Suisse Group AG. CS has a number of subsidiaries in various jurisdictions. |
B.9 | Profit forecast or estimate: | Not applicable; no profit forecasts or estimates have been made by the Issuer. |
B.10 | Qualifications in audit report on historical financial information: | Not applicable; there were no qualifications in the audit report on historical financial information. | ||||
B.12 | Selected key financial | CS | ||||
information; no material adverse change and | ||||||
In CHF million | Year ended (audited) | 31 December | ||||
description of significant change | ||||||
2016 | 2015 | |||||
in financial position of the Issuer: | ||||||
Summary information – consolidated statements of operations | ||||||
Net revenues | 19,802 | 23,211 | ||||
Total operating expenses | 22,354 | 25,873 | ||||
Net income/(loss) | (3,125) | (3,377) | ||||
Summary information – | ||||||
consolidated balance sheet | ||||||
Total assets | 802,322 | 803,931 | ||||
Total liabilities | 760,571 | 759,241 | ||||
Total equity | 41,751 | 44,690 | ||||
There has been no material adverse change in the prospects of the Issuer and | ||||||
its consolidated subsidiaries since 31 December 2016 | ||||||
Not applicable; there has been no significant change in the financial position of | ||||||
the Issuer and its consolidated subsidiaries since 31 December 2016. | ||||||
B.13 | Recent events | Not applicable; there are no recent events particular to the Issuer which are to | ||||
particular to the | a material extent relevant to the evaluation of the Issuer's solvency. | |||||
Issuer which are | ||||||
to a material | ||||||
extent relevant to | ||||||
the evaluation of | ||||||
the Issuer's | ||||||
solvency: | ||||||
B.14 | Issuer's position in its corporate group and dependency on other entities within the corporate group: | See Element B.5 above. Not applicable; CS is not dependent upon other members of its group. | ||||
B.15 | Issuer's principal activities: | CS' principal activities are the provision of financial services in the areas of investment banking, private banking and asset management. | ||||
B.16 | Ownership and control of the Issuer: | CS is a wholly owned subsidiary of Credit Suisse Group AG. |
Section C – Securities | ||
C.1 | Type and class of securities being offered and security identification number(s): | The securities (the "Securities") are notes. The Securities are Dual Currency Securities. The Securities will pay fixed interest. The Securities of a Series will be uniquely identified by ISIN: XS1583933954 Common Code: 158393395; Swiss Security Number: 35461404 |
C.2 | Currency: | The Securities will be denominated in Mexican Peso ("MXN") (the "Denomination Currency"). The Securities will be settled in Euro ("EUR") (the "Settlement Currency"). |
C.5 | Description of restrictions on free transferability of the Securities: | The Securities have not been and will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act and applicable state securities laws. No offers, sales or deliveries of the Securities, or distribution of any offering material relating to the Securities, may be made in or from any jurisdiction except in circumstances that will result in compliance with any applicable laws and regulations. |
C.8 | Description of rights attached to the securities, ranking of the securities and limitations to rights: | Rights: The Securities will give each holder of Securities (a "Securityholder") the right to receive a potential return on the Securities (see Element C.18 below). The Securities will also give each Securityholder the right to vote on certain amendments. Ranking: The Securities are unsubordinated and unsecured obligations of the Issuer and will rank equally among themselves and with all other unsubordinated and unsecured obligations of the Issuer from time to time outstanding. |
Limitation to Rights: | ||
• The Issuer may redeem the Securities early for illegality reasons or following an event of default or following certain events affecting the relevant currency. In such case, the amount payable in respect of each Security on such early redemption will be equal to the Unscheduled Termination Amount, and no other amount shall be payable in respect of each Security on account of interest or otherwise. | ||
Where: | ||
• Unscheduled Termination Amount: in respect of each Security, an amount in EUR determined by the Issuer by converting the sum of (i) the Nominal Amount (or, if less, the outstanding nominal amount) and (ii) any accrued but unpaid interest on the Security up to the Unscheduled Termination Event Date, into EUR at the FX Rate on the relevant Valuation Date. | ||
For the avoidance of doubt, if a Security is redeemed following an event of default, the Unscheduled Termination Amount shall not take into account the financial position of the Issuer immediately prior to the event of default, and the Issuer shall be presumed to be able to fully perform its obligations under such Security for such purposes. | ||
• Unscheduled Termination Event Date: the date on which an event resulting in the unscheduled redemption of the Securities has occurred. | ||
• Valuation Date: in respect of the date scheduled for early redemption of the Security, two FX Business Days before the date scheduled for early redemption of the Security, subject to adjustment. | ||
• FX Rate: in respect of a relevant day, the EUR/MNX exchange rate (determined by the Issuer as the product of (a) USD/MNX exchange |
rate multiplied by (b) EUR/USD exchange rate). • The Issuer may adjust the terms and conditions of the Securities without the consent of Securityholders following certain events affecting the relevant currency, or may early redeem the Securities at the Unscheduled Termination Amount as described above (and no other amounts shall be payable in respect of the Securities on account of interest or otherwise following such determination by the Issuer). • The terms and conditions of the Securities contain provisions for convening meetings of Securityholders to consider any matter affecting their interests, and any resolution passed by the relevant majority at a meeting will be binding on all Securityholders, whether or not they attended such meeting or voted for or against the relevant resolution. In certain circumstances, the Issuer may modify the terms and conditions of the Securities without the consent of Securityholders. • The Securities are subject to the following events of default: if the Issuer fails to pay any amount due in respect of the Securities within 30 days of the due date, or if any events relating to the insolvency or winding up of the Issuer occur. • The Issuer may at any time, without the consent of the Securityholders, substitute for itself as Issuer under the Securities any company with which it consolidates, into which it merges or to which it sells or transfers all or substantially all of its property. • Governing Law: The Securities are governed by English law. | ||
C.11 | Admission to trading: | Application will be made to admit the Securities to trading on the Regulated Market of the Borsa Italiana S.p.A. |
C.15 | Effect of the underlying instrument(s) on value of investment: | The value of the Securities, any Coupon Amounts payable on any relevant day and the Redemption Amount payable on the maturity date will depend on the performance of the EUR/MXN exchange rate. The Redemption Amount and Coupon Amounts determined in accordance with Element C.18 of this Summary will be converted from the Denomination Currency into the Settlement Currency using the EUR/MXN exchange rate. Therefore any change in the EUR/MXN exchange rate will affect the Coupon Amounts (if any) and the Redemption Amount payable. |
C.16 | Scheduled Maturity Date or Settlement Date: | The scheduled Maturity Date of the Securities is 19 April 2020. |
C.17 | Settlement Procedure: | The Securities will be delivered by the Issuer against payment of the issue price. Settlement procedures will depend on the clearing system for the Securities and local practices in the jurisdiction of the investor. The Securities are cleared through Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme |
C.18 | Return on Derivative Securities: | The return on the Securities will derive from: • the Coupon Amount(s) payable (if any); and • unless the Securities have been previously redeemed or purchased and cancelled, the payment of the Redemption Amount on the scheduled Maturity Date of the Securities. COUPON AMOUNT(S) The Securities shall bear interest at the rate of 6.5 per cent. per annum. Interest will accrue from, and including, the issue date to, but excluding, the Maturity Date, such interest being payable in arrear on each Interest Payment Date. The |
Interest Payment Date(s) will be each of 19 April 2018, 19 April 2019, and 19 April 2020. Each Coupon Amount shall be paid in the Settlement Currency on the relevant Interest Payment Date following conversion at the FX Rate on the relevant Valuation Date. The Coupon Amount(s) payable (if any) shall be rounded down to the nearest transferable unit of the Settlement Currency. Where: • Valuation Date: in respect of each Interest Payment Date, two FX Business Days before such Interest Payment Date. • FX Rate: in respect of a relevant day, the EUR/MNX exchange rate (determined by the Issuer as the product of USD/MNX exchange rate multiplied by USD/EUR exchange rate). REDEMPTION AMOUNT Unless the Securities have been previously redeemed or purchased and cancelled, the Issuer shall redeem the Securities on the Maturity Date. The Issuer shall redeem the Securities on the Maturity Date at the Redemption Amount, which shall be an amount rounded down to the nearest transferable unit of the Settlement Currency equal to: an amount in EUR determined by the Issuer by converting the Nominal Amount into EUR at the relevant FX Rate on the Valuation Date corresponding to the Maturity Date and payable in EUR. Where: • FX Business Day: means, in respect of an FX Rate, a day on which commercial banks are open for business (including dealings in foreign exchange in accordance with the practice of the foreign exchange market) in each of the Specified Financial Centres for such FX Rate, and to the extent that the reference currency or the base currency is the euro, a TARGET Business Day. • FX Rate: in respect of a relevant day, the EUR/MNX exchange rate (determined by the Issuer as the product of USD/MNX exchange rate multiplied by USD/EUR exchange rate). • Nominal Amount: MXN 100,000 • Specified Financial Centre: Mexico City and New York City • Valuation Date: in respect of the Maturity Date, two FX Business Days before the Maturity Date, subject to adjustment. | ||
C.19 | Final reference price of underlying: | The applicable FX Rate shall be determined on the Valuation Date corresponding to the Maturity Date. |
C.20 | Type of underlying: | The underlying asset is the EUR/MNX exchange rate. Information on the underlying asset can be found at xxxx://xxxxxxxxx.xxx/ |
Section D – Risks | ||
D.2 | Key risks that are specific to the Issuer: | • The Securities are general unsecured obligations of the Issuer. Investors in the Securities are exposed to the risk that the Issuer could become insolvent and fail to make the payments owing by it under the Securities. • The profitability of the Issuer will be affected by, among other things, changes in global economic conditions, inflation, interest/exchange rates, capital risk, liquidity risk, market risk, credit risk, risks from estimates and |
valuations, risks relating to off-balance sheet entities, cross-border and foreign exchange risks, operational risks, legal and regulatory risks and competition risks. • The Issuer is exposed to a variety of risks that could adversely affect its operations and/or financial condition: • Liquidity risk: The Issuer's liquidity could be impaired if it were unable to access the capital markets or sell its assets, and the Issuer expects its liquidity costs to increase. If the Issuer is unable to raise funds or sell its assets, or has to sell its assets at depressed prices, this may adversely affect its financial condition. The Issuer's businesses rely significantly on its deposit base for funding; however, if deposits cease to be a stable source of funding, the Issuer's liquidity position may be adversely affected and it may be unable to meet its liabilities or fund new investments. Changes to the Issuer's credit ratings may also adversely affect the Issuer's business. • Market risk: The Issuer may incur significant losses on its trading and investment activities due to market fluctuations and volatility in financial and other markets. Its businesses are subject to the risk of loss from adverse market conditions and unfavourable economic, monetary, political, legal and other developments in the countries it operates in around the world. The Issuer's real estate-related businesses could be adversely affected by any downturn in real estate markets and the economy as a whole. The Issuer has significant risk concentration in the financial services industry which may cause it to suffer losses even when economic and market conditions are generally favourable for others in the industry. Further, the Issuer's hedging strategies may not be fully effective in mitigating its risk exposure in all market environments or against all types of risk. Market risk may also increase the other risks that the Issuer faces. • Credit risk: The Issuer may suffer significant losses from its credit exposures across a wide range of transactions. The Issuer's exposure to credit risk may be increased by adverse economic or market trends or increased volatility in the markets. The Issuer may be unable to sell its positions, which may increase its capital requirements, which could adversely affect its businesses. Defaults or concerns about a default by a large financial institution could also adversely affect the Issuer and financial markets generally. The information which the Issuer uses to manage its credit risk (such as the credit or trading risks of a counterparty) may also be inaccurate or incomplete. • Risks from estimates and valuations: The Issuer makes estimates and valuations that affect its reported results; these estimates are based upon judgment and available information, and the actual results may differ materially from these estimates. To the extent the Issuer's models and processes become less predictive due to unforeseen market conditions, illiquidity or volatility, the Issuer's ability to make accurate estimates and valuations could be adversely affected. • Risks relating to off-balance sheet entities: The Issuer may enter into transactions with certain special purpose entities which are not consolidated and whose assets and liabilities are off-balance sheet. If the Issuer is required to consolidate a special purpose entity for any reason, this could have an adverse impact on the Issuer's operations and capital and leverage ratios. • Country and currency exchange risk: Country risks may increase the market and credit risks that the Issuer faces. Economic or political pressures in a country or region may adversely affect the ability of the Issuer's clients or counterparties in that country or region to perform their obligations to the Issuer, which may in turn have an adverse impact on the Issuer's operations. A key element of the Issuer's new strategy is to scale up its private banking businesses in emerging market countries, which will increase its exposure to these countries. Economic and financial disruptions in these countries may adversely affect its businesses in these countries. A substantial portion of the Issuer's assets and liabilities are denominated in |
currencies other than the Swiss franc and fluctuations in exchange rates may adversely affect the Issuer's results. • Operational risk: The Issuer is exposed to a wide variety of operational risks, including risks from errors made in execution or settlement of transactions or information technology risk due to dependencies on information technology and third party supplies. The Issuer may also suffer losses due to employee misconduct. • Risk management: The Issuer's risk management procedures and policies may not always be effective, and may not fully mitigate its risk exposure in all markets or against all types of risk. • Legal and regulatory risks: The Issuer faces significant legal risks in its businesses. The Issuer and its subsidiaries are subject to a number of legal proceedings, regulatory actions and investigations, where an adverse result could have a material adverse effect on the operations and results of the Issuer. Regulatory changes may adversely affect the Issuer's business and ability to execute its strategic plans. The Issuer (and the financial services industry) continue to be affected by significant uncertainty over the scope and content of regulatory reform. Under Swiss banking laws, XXXXX has broad powers in the case of resolution proceedings with respect to a Swiss bank such as the Issuer, and since 1 January 2016 to a Swiss parent company of a financial group, such as Credit Suisse Group AG, and such proceedings may adversely affect the Issuer's shareholders and creditors. The Issuer is subject to resolution planning requirements in Switzerland, the U.S. and the UK and may face similar requirements in other jurisdictions. Changes in monetary policies adopted by relevant regulatory authorities and central banks may directly impact the Issuer's costs of funding, capital raising and investment activities, and may impact the value of financial instruments held by the Issuer and the competitive and operating environment for the financial services industry. Legal restrictions on the Issuer's clients may also adversely affect the Issuer by reducing the demand for the Issuer's services. • Competition risks: The Issuer faces intense competition in all financial services markets and for the products and services it offers. The Issuer's competitive position could be harmed if its reputation is damaged due to any failure (or perceived failure) in its procedures and controls to address conflicts of interest, prevent employee misconduct, etc. The continued public focus on compensation in the financial services industry and related regulatory changes may adversely impact the Issuer's ability to attract and retain highly skilled employees. The Issuer also faces competition from new trading technologies which may adversely affect its revenues and businesses. • Risks relating to strategy: The Issuer may not achieve all of the expected benefits of its strategic initiatives. The ability of the Credit Suisse group to implement its new strategic direction, structure and organisation is based on a number of key assumptions. If any of these assumptions prove to be inaccurate in whole or in part, or if there are factors beyond the control of the Issuer, this could limit the ability of the Issuer to achieve some or all of the expected benefits of its strategic initiatives. The strategy also involves a change in focus of certain areas of the Credit Suisse group's business, which may result in unanticipated negative effects on other parts of the business, and an adverse effect on the business as a whole. The implementation of the strategy would also increase its exposure to risks such as credit risks, market risks, operational risks and regulatory risks. The Issuer has announced a program to change its legal entity structure; however, this is subject to uncertainty regarding feasibility, scope and timing. Legal and regulatory changes may require the Issuer to make further changes to its legal structure, and such changes may potentially increase operational, capital, funding and tax costs, as well as the Issuer's counterparties' credit risk. | ||
D.6 | Key risks that are specific to | The Securities are subject to the following key risks: |
the Securities and risk warning that investors may lose value of entire investment or part of it: | • A secondary market for the Securities may not develop and, if it does, it may not provide the investors with liquidity and may not continue for the life of the Securities. Illiquidity may have an adverse effect on the market value of the Securities. The price in the market for a Security may be less than its issue price or its offer price and may reflect a commission or a dealer discount, which would further reduce the proceeds you would receive for your Securities. | |
• The market value of the Securities will be affected by many factors beyond the control of the Issuer (including, but not limited to, the creditworthiness of the Issuer, the interest rates and yield rates in the market, the volatility of the relevant currencies (if any), etc.). Some or all of these factors will influence the value of the Securities in the market. | ||
• The issue price or the offer price of the Securities may be more than the market value of such Securities as at the issue date, and more than the price at which the Securities can be sold in secondary market transactions. The issue price or the offer price of the Securities may take into account, where permitted by law, fees, commissions or other amounts relating to the issue, distribution and sale of the Securities, or the provision of introductory services, expenses incurred by the Issuer in creating, documenting and marketing the Securities and amounts relating to the hedging of its obligations under the Securities. | ||
• The market value of the Securities and the amount payable or deliverable at maturity depends on the performance of foreign exchange rates. The performance of foreign exchange rates is dependent upon the supply and demand for currencies in the international foreign exchange markets. Financial uncertainty and/or government policies or actions may cause foreign exchange rates to fluctuate sharply and may adversely affect the value of and return on the Securities. | ||
• Movements in foreign exchange rates may be subject to significant fluctuations that may or may not correlate with changes in interest rates or other benchmarks and the timing of changes in the exchange rates may affect the actual yield to investors, even if the average level is consistent with their expectations. | ||
• Investors may be exposed to currency risks because the Securities may be denominated in a currency other than the currency of the country in which the investor is resident or a currency different to that in which payments are made. The value of the Securities may therefore increase or decrease based on fluctuations in those currencies and such an investment may bear similar risks to a direct foreign exchange investment. | ||
• The Issuer may adjust the terms and conditions of the Securities without the consent of Securityholders following certain adjustment events or other events affecting the relevant currency, or may redeem the Securities early at an amount which may be less than the initial investment. | ||
• The Issuer may issue more Securities than those which are to be subscribed or purchased by the investors as part of its issuing, market- making and/or trading arrangements, and may hold such Securities for the purposes of meeting any investor interest in the future. The issue size of the Securities should not be regarded as indicative of the depth or liquidity of the market, or of the demand, for the Securities. | ||
• The levels and basis of taxation on the Securities and any reliefs from such taxation will depend on an investor's individual circumstances and could change at any time. The tax and regulatory characterisation of the Securities may change over the life of the Securities. This could have adverse consequences for investors. | ||
• In certain circumstances (for example, if the Issuer determines that its obligations under the Securities have become unlawful or illegal, following an event of default or following certain events affecting the relevant currency the Securities may be redeemed prior to their scheduled maturity. |
In such circumstances, the Unscheduled Termination Amount payable may be less than the original purchase price and could be as low as zero. No other amounts shall be payable in respect of the Securities on account of interest or otherwise following such determination by the Issuer. • Following early redemption of Securities, investors may not be able to reinvest the redemption proceeds at a comparable return and/or at an effective interest rate as high as the interest rate or yield on the Securities being redeemed and may only be able to do so at a significantly lower rate. Investors in Securities should consider such reinvestment risk in light of other investments available at that time. • Investors should note that the Issuer will not be obliged to maintain the listing of the Securities in certain circumstances, such as a change in listing requirements. • The Issuer may apply any consequential postponement of, or any alternative provisions for, obtaining the relevant currency exchange rate following certain disruption events in relation to such currency exchange rate, each of which may have an adverse effect on the value of and return on the Securities. • The Issuer may modify the terms and conditions of the Securities without the consent of Securityholders for the purposes of (a) curing any ambiguity or correcting or supplementing any provision if the Issuer determines it to be necessary or desirable, provided that such modification is not prejudicial to the interests of Securityholders, or (b) correcting a manifest error. • The Issuer may adjust the terms and conditions of the Securities without the consent of Securityholders following certain events affecting the relevant currency or may early redeem the Securities at an amount which may be less than the initial investment. • In making discretionary determinations under the terms and conditions of the Securities, the Issuer and the calculation agent may take into account the impact on the relevant hedging arrangements. Such determinations could have a material adverse effect on the value of and return on the Securities and could result in their early redemption. • The Issuer may be substituted without the consent of Securityholders in favour of any affiliate of the Issuer or another company with which it consolidates, into which it merges or to which it sells or transfers all or substantially all of its property. • Due to the ongoing deterioration of the sovereign debt of several Euro zone countries, there are a number of uncertainties regarding the stability and overall standing of the European Economic and Monetary Union. Events and developments arising from the Euro zone sovereign debt crisis may have a negative impact on the Securities. • The Issuer is subject to a number of conflicts of interest, including: (a) in making certain calculations and determinations, there may be a difference of interest between the investors and the Issuer, (b) in the ordinary course of its business the Issuer (or an affiliate) may effect transactions for its own account and may enter into hedging transactions with respect to the Securities or the related derivatives, which may affect the market price, liquidity or value of the Securities. • Countries with emerging economies or stock markets may lack the social, political and economic stability characteristics of more developed countries. Emerging market currencies may become inconvertible or non-transferable, and may experience greater volatility and uncertainty as to their future levels or exchange rates against other currencies. Investors may lose some or all of their investment if one or more of the following occurs: (a) the Securities do not provide for scheduled repayment in full of the issue or purchase price at maturity (or over the |
relevant instalment dates, if applicable) or upon mandatory early redemption or optional early redemption of the Securities, (b) the Securities are denominated in a currency or linked to a currency different to that of the currency in which payments are made and the denomination currency decreases in value compared to the payment currency, (c) the Issuer fails and is unable to make payments owing under the Securities, (d) any adjustments are made to the terms and conditions of the Securities following certain events affecting any relevant currencies, that result in the amount payable being reduced, or (d) investors sell their Securities prior to maturity in the secondary market at an amount that is less than the initial purchase price. | |||
Section E – Other | |||
E.2b | Reasons for the offer and use of proceeds: | Not applicable; the net proceeds from the issue of the Securities will be used by the Issuer for its general corporate purposes (including hedging arrangements). | |
E.3 | Terms and conditions of the offer: | The Securities have been offered to the dealer at the Issue Price. The Securities are not being publicly offered. | |
E.4 | Interests material to the issue/offer: | The Issuer is subject to conflicts of interest between its own interests and those of holders of Securities, as described in Element D.6 above. | |
E.7 | Estimated expenses charged to the investor by the Issuer/offeror: | Not applicable; there are no estimated expenses charged to the purchaser by the Issuer. |
54699792/(Ashurst)/(KSYOMI)/OW