AVVISO n.5167 21 Marzo 2017 MOT - EuroMOT
AVVISO n.5167 | 21 Marzo 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: "Obbligazioni Tasso Misto in Sterline Inglesi Marzo 2027" (Codice ISIN XS1567811341)
Società di Rating | Long Term | Data Report |
Moody's | A1 | 13/12/2016 |
Standard & Poor's | A | 13/12/2016 |
Fitch Ratings | A | 13/12/2016 |
Rating Emittente:
Credit Suisse
Oggetto: INIZIO DELLE NEGOZIAZIONI IN BORSA
Data inizio negoziazioni: 22/03/2017
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 GBP 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: 25.000
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
"Obbligazioni Tasso Misto in Sterline Inglesi Marzo 2027"
Modalità di negoziazione: corso secco
N. obbligazioni in circolazione: 50.000
Valore nominale unitario: 1.000 GBP Valore nominale complessivo
delle obbligazioni in circolazione: 50.000.000 GBP
Interessi: le obbligazioni fruttano interessi annui lordi, pagabili in via posticipata in conformità a quanto specificato nei Final Terms del prestito.
Modalità di calcolo dei ratei: 30/360 Godimento: 15/03/2017
Scadenza: 15/03/2027 (rimborso alla pari in un'unica soluzione alla scadenza)
Tagli: unico da nominali 1.000 GBP
Codice ISIN: XS1567811341
Codice Instrument Id: 811321
Descrizione: CS MC MZ27 GBP Importo minimo di negoziazione: 1.000 GBP
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 22/03/2017 gli strumenti finanziari "Obbligazioni Tasso Misto in Sterline Inglesi Marzo 2027" verranno iscritti nel Listino Ufficiale, comparto obbligazionario (MOT).
Allegato:
- Final Terms del prestito.
Execution Version
Final Terms dated 14 March 2017 Credit Suisse AG, London Branch Yield Securities due March 2027 (the "Securities")
(referred to for commercial purposes as "Obbligazione Tasso Misto in Sterline Inglesi Marzo 2027")
Series SPLB2017-0PS7
issued pursuant to the Trigger Redeemable and Phoenix 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 applicable Asset Terms (as may be amended and/or supplemented up to, and including, the Issue Date), set forth in the Base Prospectus dated 27 June 2016, as supplemented on 11 August 2016, 9 September 2016, 10 November 2016, 14
December 2016, 4 January 2017, 10 February 2017 and 24 February 2017 and by any further supplements up to, and including, the Issue Date and the time when trading of the Securities on the electronic "Bond Market" organised and managed by Borsa Italiana S.p.A. ("MOT") begins, 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 as so supplemented. 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 as so supplemented. Copies of the Base Prospectus and each supplement 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 the MOT of the Securities. The Final Terms will be available for viewing on the website of the Issuer at xxxxx://xxxxxxxxxx.xxxxxx-xxxxxx.xxx/xx/ and on the website of Borsa Italiana S.p.A.
1. Series Number: | SPLB2017-0PS7 | ||
2. Tranche Number: | Not Applicable | ||
3. Applicable General Conditions: | Terms | and | General Note Conditions |
4. Type of Security: | Yield Securities | ||
5. Settlement Currency: | Pound sterling ("GBP") | ||
6. Institutional: | Not Applicable |
PROVISIONS RELATING TO NOTES AND CERTIFICATES
7. Aggregate Nominal Amount:
Applicable
(i) Series: GBP 50,000,000
(ii) Tranche: Not Applicable
8. Issue Price: 100 per cent. of the Aggregate Nominal Amount
9. Specified Denomination: GBP 1,000
10. Minimum Transferable Number of Securities:
One Security
11. Transferable Number of Securities: Not Applicable
12. Minimum Trading Lot: One Security
13. Issue Date: 15 March 2017
14. Maturity Date: 15 March 2027
15. Coupon Basis: Applicable: Fixed Rate Provisions and Floating Rate Provisions
16. Redemption/Payment Basis: Fixed Redemption
17. Put/Call Options: Not Applicable
PROVISIONS RELATING TO WARRANTS
Not Applicable
(Paragraphs 18 to 28 have been intentionally deleted)
PROVISIONS RELATING TO COUPON AMOUNTS
29. Fixed Rate Provisions (General Note Condition 4 or General Certificate Condition 4):
Applicable in respect of the Interest Payment Date specified in paragraph 29 (iii) below
(i) Rate(s) of Interest: 4 per cent. per annum
(ii) Interest Commencement Date:
In respect of the Interest Payment Date specified in paragraph 29 (iii) below, the Issue Date
(iii) Interest Payment Date(s): Each of 15 March 2018 and 15 March 2019
(iv) Interest Period: Unadjusted
(v) Business Day Convention: Not Applicable
(vi) Interest Amount(s) per Security:
Not Applicable
(vii) Day Count Fraction: 30/360 (unadjusted basis)
(viii) Determination Date(s): Not Applicable
30. Floating Rate Provisions (General Note Condition 4 or General Certificate Condition 4):
(i) Interest Commencement Date:
Applicable in respect of the Interest Payment Dates specified in paragraph 30 (ii) below
In respect of the Interest Payment Dates specified in paragraph 30 (ii) below, 15 March 2019
(ii) Interest Payment Date(s): Each of 15 March 2020, 15 March 2021, 15 March 2022,
15 March 2023, 15 March 2024, 15 March 2025, 15
March 2026 and 15 March 2027
(iii) Interest Period: Unadjusted
(iv) Business Day Convention: Not Applicable
(v) ISDA Determination:
- Floating Rate Option: GBP-LIBOR-BBA, which appears on the Reuters Screen
LIBOR01 as of 11:00 a.m., London time on the relevant Reset Date
- Designated Maturity: Three months
- Reset Date: The day that is two London Banking Days preceding the
first day of that Interest Period
(vi) Margin(s): + 0.50 per cent. per annum
(vii) Minimum Rate of Interest: Zero per cent. per annum
(viii) Maximum Rate of Interest: 4 per cent. per annum
(ix) Day Count Fraction: 30/360 (unadjusted basis)
(x) Determination Date(s): Not Applicable
(xi) Rate Multiplier: Not Applicable
31. Premium Provisions (General Note Condition 4 or General Certificate Condition 4):
32. Other Coupon Provisions (Product Condition 2):
Not Applicable
Not Applicable
PROVISIONS RELATING TO REDEMPTION/SETTLEMENT
33. Redemption Amount or (in the case of Warrants) Settlement Amount (Product Condition 3):
(i) Redemption Option Percentage:
Fixed Redemption
Applicable: 100 per cent.
(ii) Redemption Performance: Not Applicable
(iii) Redemption Amount Cap/Floor:
Not Applicable
(iv) Redemption Strike Price: Not Applicable
34. Initial Setting Date: 35. Initial Averaging Dates: | Not Applicable Not Applicable | |
36. Final Fixing Date: 37. Averaging Dates: 38. Final Price: 39. Strike Price: 40. Knock-in Provisions: 41. Trigger Redemption | (Product | Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable Not Applicable |
Condition 3(c)):
42. Lock-in Redemption: Not Applicable
43. Details relating to Instalment Securities:
44. Physical Settlement Provisions (Product Condition 4):
Not Applicable Not Applicable
45. Put Option: Not Applicable
46. Call Option: Not Applicable
47. Unscheduled Termination Amount:
(i) Unscheduled Termination at Par:
Not Applicable
(ii) Minimum Payment Amount: Not Applicable
(iii) Deduction for Hedge Costs: Not Applicable
48. Payment Disruption: Not Applicable
49. Interest and Currency Rate Additional Disruption Event:
UNDERLYING ASSET(S)
Not Applicable
50. List of Underlying Asset(s): Not Applicable
51. Equity-linked Securities: Not Applicable
52. Equity Index-linked Securities: Not Applicable
53. Commodity-linked Securities: Not Applicable
54. Commodity Index-linked Securities:
Not Applicable
55. ETF-linked Securities: Not Applicable
56. FX-linked Securities: Not Applicable
57. FX Index-linked Securities: Not Applicable
58. Inflation Index-linked Securities: Not Applicable
59. Interest Rate Index-linked Securities:
Not Applicable
60. Cash Index-linked Securities: Not Applicable
61. Multi-Asset Basket-linked Securities:
Not Applicable
62. Valuation Time: Not Applicable
GENERAL PROVISIONS
63. (i) Form of Securities: Bearer Securities
(ii) Global Security: Applicable
(iii) NGN Form: Not Applicable
(iv) Intended to be held in a manner which would allow Eurosystem eligibility:
(v) The Issuer intends to permit indirect interests in the Securities to be held through CREST Depository Interests to be issued by the CREST Depository:
No
Not Applicable
64. Financial Centre(s): Not Applicable
65. Business Centre(s): Not Applicable
66. Listing and Admission to Trading: Applicable
(i) Exchange(s) to which application will initially be made to list the Securities:
Borsa Italiana S.p.A.
(ii) Admission to trading: Application has been made for the Securities to be
admitted to trading on the electronic "Bond Market" organised and managed by Borsa Italiana S.p.A. ("MOT") with effect from or around the Issue Date provided, however, no assurance can be given that the Securities will be admitted to trading on MOT on the Issue Date or any specific date thereafter
67. Security Codes and Ticker Symbols:
ISIN: XS1567811341
Common Code: 156781134
Swiss Security Number: 35461277
Telekurs Ticker: Not Applicable
WKN Number: Not Applicable
68. Clearing and Trading:
Clearing System(s) and any relevant identification number(s):
Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme
69. Delivery: Delivery against payment
70. 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
71. Dealer(s): Credit Suisse International
72. Specified newspaper for the purposes of notices to Securityholders:
Not Applicable
73. 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
PART B – OTHER INFORMATION
Fixed Rate Securities only - YIELD
Indication of yield: 0.83 per cent. per annum for the term of the Securities, calculated on the Issue Date on the basis of the Issue Price and in respect of the fixed rate of interest only.
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.
REASONS FOR THE ISSUE, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i) Reasons for the issue: 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).
(ii) Estimated net proceeds: Not Applicable.
(iii) Estimated total expenses: Not Applicable.
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 only attaches to those persons who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of 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 Swiss law on 5 July 1856 and 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 information; no material adverse change and description of significant change in financial position of the Issuer: | CS | ||||
In CHF million | Year ended 31 December | |||||
2015 | 2014 | |||||
Summary information – consolidated statements of operations | ||||||
Net revenues | 23,211 | 25,589 | ||||
Total operating expenses | 25,873 | 22,503 | ||||
Net income/(loss) | (3,377) | 1,764 | ||||
Summary information – consolidated balance sheet | ||||||
Total assets | 803,931 | 904,849 | ||||
Total liabilities | 759,241 | 860,208 | ||||
Total equity | 44,690 | 44,641 | ||||
In CHF million | Twelve months ended 31 December (unaudited) | |||||
2016 | 2015 | |||||
Summary information – consolidated statements of operations | ||||||
Net revenues | 19,802 | 23,211 | ||||
Total operating expenses | 22,054 | 25,873 | ||||
Net income/(loss) | (2,853) | (3,377) | ||||
Summary information – consolidated balance | Twelve months ended 31 | Year ended 31 December |
sheet | December 2016 (unaudited) | 2015 | ||||
Total assets | 802,294 | 803,931 | ||||
Total liabilities | 760,271 | 759,241 | ||||
Total equity | 42,023 | 44,690 | ||||
There has been no material adverse change in the prospects of the Issuer and its consolidated subsidiaries since 31 December 2015, except as disclosed herein in relation to Credit Suisse's settlement with the US Department of Justice ("DOJ") regarding Credit Suisse's legacy residential mortgage-backed securities ("RMBS") business. This settlement releases Credit Suisse from potential civil claims by the DOJ related to its securitisation, underwriting, issuance and sale of RMBS. Under the terms of the settlement, Credit Suisse will pay to the DOJ a civil monetary penalty of USD 2.48 billion. In addition, Credit Suisse will provide consumer relief totaling USD 2.8 billion within five years post settlement. These consumer relief measures include affordable housing payments and loan forgiveness. The DOJ and Credit Suisse agreed to the appointment of an independent monitor to oversee the completion of the consumer relief requirements of the settlement. In 4Q16, Credit Suisse recorded a litigation provision of USD 1,990 million in the Strategic Resolution Unit in addition to its existing reserves of USD 550 million against this matter which were recorded in prior periods. 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 particular to the Issuer which are to a material extent relevant to the evaluation of the Issuer's solvency: | Not applicable; there are no recent events particular to the 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 | CS is a wholly owned subsidiary of Credit Suisse Group AG. |
control of the Issuer: | ||
B.17 | Ratings: | CS has been issued a senior unsecured long-term debt rating of "A" by Standard & Poor's, a senior long-term debt rating of "A" by Fitch and a senior long-term debt rating of "A1" by Moody's. |
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 Yield Securities. The Securities will pay fixed and floating interest. The Securities of a Series will be uniquely identified by ISIN: XS1567811341; Common Code: 156781134; Swiss Security Number: 35461277; |
C.2 | Currency: | The currency of the Securities will be Pound sterling ("GBP") (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.9 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. 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 (which may be greater than or equal to zero) equal to the value of such Security immediately prior to its redemption, as calculated by the calculation agent using its internal models and methodologies, and such amount shall not be less than the Nominal Amount. | ||
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. 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.9 | Description of the rights attached to the securities including ranking and limitations, interest, redemption, yield and representative of Securityholders: | See Element C.8 above for information on rights attaching to the Series of Securities including ranking and limitations. Coupon The Securities shall bear interest at the rate of 4 per cent. per annum per Security. Interest will accrue from, and including, the issue date to, but excluding, 15 March 2019, such interest being payable in arrear on each fixed Coupon Payment Date. The fixed Coupon Payment Date(s) will be each of 15 March 2018 and 15 March 2019. The yield is 0.83 per cent. per annum for the term of the Securities, calculated at the issue date on the basis of the issue price and in respect of the fixed rate of interest only. The Securities shall bear interest at a per annum rate equal to the GBP-LIBOR-BBA with a designated maturity of three months on Reuters page LIBOR01, + 0.50 per cent. per annum, subject to a maximum equal to the Maximum Rate of Interest and a minimum equal to the Minimum Rate of Interest, and interest will accrue from, and including, 15 March 2019 to, but excluding, the Maturity Date, such interest being payable in arrear on each floating Coupon Payment Date. The floating Coupon Payment Date(s) will be each of 15 March 2020, 15 March 2021, 15 March 2022, 15 March 2023, 15 March 2024, 15 March 2025, 15 March 2026 and 15 March 2027. Where: Maximum Rate of Interest: 4 per cent. per annum. |
Minimum Rate of Interest: zero per cent. per annum. Redemption Unless the Securities have been previously redeemed or purchased and cancelled, the Issuer shall redeem the Securities on the Maturity Date at the Redemption Amount, which shall be an amount in the Settlement Currency equal to the product of (a) the Redemption Option Percentage and (b) the Nominal Amount. Settlement procedures will depend on the clearing system for the Securities and local practices in the jurisdiction of the investor. The scheduled Maturity Date of the Securities is 15 March 2027. Where: Nominal Amount: GBP 1,000. Redemption Option Percentage: 100 per cent. Representative of holders of Securities: Not applicable; the Issuer has not appointed any person to be a representative of the Securityholders. | ||
C.10 | Derivative component in the interest payment: | Not applicable; there is no derivative component in the interest payment(s) made in respect of the Securities. |
C.11 | Admission to trading: | Application will be made to admit the Securities to trading on the electronic "Bond Market" organised and managed by Borsa Italiana S.p.A. ("MOT"). |
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.3 | Key risks that are specific to the Securities: | The Securities are subject to the following key risks: 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 underlying asset(s) (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 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 or following an event of default) the Securities may be redeemed prior to their scheduled maturity. 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. "Benchmarks" are subject to recent national, international and other regulatory reforms, which may cause such "benchmarks" to perform differently than in the past, or to disappear entirely, or have other consequences which cannot be predicted. Any such consequence could have a material adverse effect on any Securities linked to a "benchmark". 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. 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. 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. 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, and (c) the Issuer (or an affiliate) may have confidential information in relation to the underlying asset(s) or any derivative instruments referencing them which may be material to an investor, but which the Issuer is under no obligation (and may be subject to legal prohibition) to disclose. | ||
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.3 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. |