ISSUER FREE WRITING PROSPECTUS
Filed Pursuant to Rule 433
Registration Statement No. 333-227001
Dated April 1, 2019
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Investment Description
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Features
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Key Dates1
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☐ |
Step Return with Upside Participation: At maturity, we will pay you the principal amount plus a minimum
return of 41.00% - 45.65% (to be determined on the Trade Date), which we call the “Step Return,” as long as the value of
the Underlying Basket does not close below the Step Barrier on the Final Valuation Date, with participation in any positive Index Return above the Step Return.
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☐ |
Absolute Return Above the Downside Threshold — If the Underlying Return is less than or equal to zero but
the Final Basket Level is greater than or equal to the Downside Threshold, we will pay the principal amount at maturity plus a return equal to the product of (i) the principal amount multiplied by (ii) the Contingent Absolute Return.
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☐
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Downside Exposure— If the Underlying Return is negative and the Final Basket Level
is less than the Downside Threshold, we will pay you less than the full principal amount at maturity, resulting in a loss of principal that is proportionate to the negative Underlying Return. Accordingly, you may lose some or all of
the principal amount. Any payment on the Securities is subject to our creditworthiness.
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Trade Date1
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April 26, 2019
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Settlement Date1
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April 30, 2019
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Final Valuation Date2
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April 26, 2024
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Maturity Date2
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April 30, 2024
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1 |
Expected. If we make any change to the expected Trade Date and Settlement Date, the Final Valuation Date and Maturity Date will be changed so that the stated term of the Securities
remains approximately the same.
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2
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Subject to postponement if a market disruption event occurs, as described under “General Terms of the Securities – Payment at Maturity” in the accompanying
product prospectus supplement UBS-IND-1.
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NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT
INSTRUMENTS. WE ARE NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT AT MATURITY, AND THE SECURITIES CAN HAVE THE FULL DOWNSIDE MARKET RISK OF THE UNDERLYING BASKET. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT IN
PURCHASING OUR DEBT OBLIGATION. YOU SHOULD NOT PURCHASE THE SECURITIES IF YOU DO NOT UNDERSTAND OR ARE NOT COMFORTABLE WITH THE SIGNIFICANT RISKS INVOLVED IN INVESTING IN THE SECURITIES.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY RISKS” BEGINNING ON PAGE 5 OF THIS FREE
WRITING PROSPECTUS AND UNDER ”RISK FACTORS” BEGINNING ON PAGE PS-3 OF THE ACCOMPANYING PRODUCT PROSPECTUS SUPPLEMENT BEFORE PURCHASING ANY SECURITIES. EVENTS RELATING TO ANY OF THOSE RISKS, OR OTHER RISKS AND UNCERTAINTIES, COULD ADVERSELY
AFFECT THE MARKET VALUE OF, AND THE RETURN ON, YOUR SECURITIES. YOU COULD LOSE SOME OR ALL OF THE PRINCIPAL AMOUNT.
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Security Offering
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Underlying Indices with
Weightings
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Bloomberg
Symbols
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Step Return
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Step Barrier
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Downside
Threshold
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CUSIP
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ISIN
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EURO STOXX 50® Index (40.00%)
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SX5E
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41.00% - 45.65% (to be determined on the Trade
Date).
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78014H540
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US78014H5404
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||
FTSE® 100 Index (20.00%)
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UKX
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100% of the Initial
Basket Level
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70% of the
Initial Basket Level
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Nikkei 225 Index (20.00%)
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NKY
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|||||
Swiss Market Index (7.50%)
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SMI
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|||||
S&P/ASX 200 Index (7.50%)
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AS51
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|||||
Hang Seng® Index (5.00%)
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HSI
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Price to Public
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Fees and Commissions(1)
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Proceeds to Us
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||||
Offering of the Securities
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Total
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Per Security
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Total
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Per Security
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Total
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Per Security
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Securities Linked to a basket of six equity indices
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● |
$10.00
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● |
$0.35
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● |
$9.65
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Additional Information About Royal Bank of Canada and the Securities
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¨
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Product prospectus supplement UBS-IND-1 dated September 7, 2018:
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¨
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Prospectus supplement dated September 7, 2018:
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¨
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Prospectus dated September 7, 2018:
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Investor Suitability
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¨ |
You fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment.
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You can tolerate the loss of all or a substantial portion of the principal amount of the Securities and are willing to make an investment that may have the full downside market
risk as a hypothetical investment in the Underlying Basket.
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¨ |
You seek an investment with a return linked to the performance of the Underlying Basket and believe the Final Basket Level is likely to be at or above the Step Barrier on the
Final Valuation Date.
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You understand and accept that your potential positive return from the Contingent Absolute Return feature is limited by the Downside Threshold.
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You would be willing to invest in the Securities if the Step Return is set to the bottom of the range indicated on the cover page of this document (the actual Step Return will be
determined on the Trade Date).
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You can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations in the value of the Underlying Basket.
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You do not seek current income from your investment and are willing to forgo dividends paid on the securities represented by the Underlying Indices.
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You are willing to hold the Securities to maturity and accept that there may be little or no secondary market for the Securities.
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You understand and accept the risks associated with the Underlying Indices.
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¨
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You are willing to assume our credit risk for all payments under the Securities, and understand that if we default on our obligations, you may not receive any amounts due to
you, including any repayment of principal.
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You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire initial investment.
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You require an investment designed to provide a full return of principal at maturity.
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You cannot tolerate the loss of all or a substantial portion of the principal amount of the Securities, and you are not willing to make an investment that may have the full
downside market risk as a hypothetical investment in the Underlying Basket.
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You believe that the Final Basket Level is unlikely to be at or above the Step Barrier on the Final Valuation Date.
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You believe the Underlying Basket will depreciate from the Initial Basket Level over the term of the Securities and is likely to close below the Downside Threshold on the Final
Valuation Date.
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You do not understand and accept that your potential positive return from the Contingent Absolute Return feature is limited by the Downside Threshold.
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You would be unwilling to invest in the Securities if the Step Return is set to the bottom of the range indicated on the cover page of this document (the actual Step Return will
be determined on the Trade Date).
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You cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations in the value of the Underlying Basket.
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You seek current income from this investment or prefer to receive the dividends paid on the securities represented by the Underlying Indices.
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You are unable or unwilling to hold the Securities to maturity or you seek an investment for which there will be an active secondary market.
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You do not understand and accept the risks associated with the Underlying Indices.
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You are not willing to assume our credit risk for all payments under the Securities, including any repayment of principal.
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Indicative Terms of the Securities1
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Issuer:
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Royal Bank of Canada
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Issue Price:
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$10 per Security (subject to a minimum purchase of 100 Securities).
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Principal
Amount:
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$10 per Security.
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Term2:
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Approximately five years
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Underlying
Basket:
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An unequally weighted basket consisting of the following equity indices:
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Underlying
Indices
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Bloomberg
Symbols
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Component
Weightings
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Initial
Levels
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|||||
EURO STOXX 50® Index
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SX5E
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40.00%
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●
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FTSE® 100 Index
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UKX
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20.00%
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●
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Nikkei 225 Index
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NKY
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20.00%
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●
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|||||
Swiss Market Index
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SMI
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7.50%
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●
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S&P/ASX 200 Index
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AS51
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7.50%
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●
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Hang Seng® Index
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HSI
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5.00%
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●
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Payment at
Maturity (per
$10 Security):
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If the Underlying Return is zero or positive, we will pay you:
$10 + $10 × (the greater of: (a) the Step Return and (b) the Underlying Return);
If the Underlying Return is negative, but the Final Basket Level is
greater than or equal to the Downside Threshold, we will pay you:
$10 + ($10 x Contingent Absolute Return)
In this scenario, you will receive a 1% positive return on the Securities for each 1% negative return on the Underlying
Basket.
If the Underlying Return is negative and the Final Basket Level is less than the Downside Threshold, we will pay you a cash payment that is less than the principal amount, resulting in a loss of principal that is
proportionate to the negative Underlying Return, calculated as follows:
$10 + ($10 × Underlying Return)
In this scenario, you will lose some or all of the principal amount, in an amount proportionate to the negative Underlying
Return.
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Underlying
Return:
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Final Basket Level – Initial Basket Level
Initial Basket Level
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Contingent
Absolute
Return:
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The absolute value of the Underlying Return. For example, if the Underlying Return is -5%, the Contingent Absolute Return will be equal to
5%.
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Downside
Threshold:
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70, which is 70% of the Initial Basket Level
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Step Barrier:
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100, which is 100% of the Initial Basket Level
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Step Return:
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41.00% - 45.65% (to be
determined on the Trade Date).
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Initial Basket
Level:
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To be set to 100 on the Trade Date.
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Final Basket
Level:
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10 x [1 + (the sum of the Index Return of each Underlying Index multiplied by its Component Weighting)]
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Index Return
of Each
Underlying
Index:
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The Index Return with respect to each Underlying Index reflects the performance of that Underlying Index, calculated as follows:
Final Level – Initial Level
Initial Level
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Initial Level:
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With respect to each Underlying Index, the Index Closing Level of that Underlying Index on the Trade Date, as indicated in the table above.
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Final Level:
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With respect to each Underlying Index, the Index Closing Level of that Underlying Index on the Final Valuation Date. If there is a market
disruption event as to an Underlying Index on the Final Valuation Date, or if that date is not a trading day as to an Underlying Index, only the determination of the Final Level for that Underlying Index will be postponed, as set forth
in the product prospectus supplement.
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Investment Timeline
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Trade
Date: |
The Initial Step Return is determined.
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Maturity
Date:
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The Final Level and the Index Return of each Underlying Index, the Final Basket Level and the Underlying Return are
determined.
If the Final Basket Level is greater than or equal to the Step Barrier, we will pay you a cash payment per Security
equal to:
$10 + [$10 × (the greater of (i) the Step Return and (ii)
the Underlying Return)]
If the Final Basket Level is less than the Initial Basket Level, but greater than or equal to the Downside Threshold,
we will pay you a cash payment equal to:
$10 + ($10 × Contingent Absolute Return);
If the Final Basket Level is less than the Downside Threshold, we will pay you a cash payment that is less than the principal amount, calculated as follows:
$10 + ($10 x Underlying Return)
In this scenario, you will lose some or all of the principal amount, in an amount
proportionate to the negative Underlying Return.
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Investing in the Securities involves significant risks. You may lose SOME OR ALL of your principal amount. Any payment on the Securities, including any repayment of principal, is subject TO OUR creditworthiness. If we were to default on our payment obligations, you may not receive any amounts owed to you under the Securities and you could lose your entire iNVESTMENT.
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Key Risks
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¨
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Your Investment in the Securities May Result in a Loss of Principal: The Securities differ from
ordinary debt securities in that we are not necessarily obligated to repay the full principal amount of the Securities at maturity. The return on the Securities at maturity is linked to the performance of the Underlying Basket and
will depend on whether, and the extent to which, the Underlying Return is positive or negative. If the Final Basket Level is less than the Downside Threshold, the Contingent Absolute Return feature will no longer be available, you
will be fully exposed to any negative Underlying Return and we will pay you less than your principal amount at maturity, resulting in a loss proportionate to the decrease in the value of the Underlying Basket from the Initial Basket
Level to the Final Basket Level. Accordingly, you could lose the entire principal amount of the Securities.
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¨
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The Step Return and the Contingent Absolute Return Apply Only if You Hold the Securities to Maturity: You
should be willing to hold the Securities to maturity. If you are able to sell your Securities in the secondary market, the price you receive will likely not reflect the full economic value of the Step Return or the Securities
themselves, and the return you realize may be less than the Underlying Basket’s return at the time of sale even if that return is positive.
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¨
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The Contingent Repayment of Principal Applies Only if You Hold the Securities to Maturity: The contingent
repayment of principal only applies at maturity. If you are able to sell your Securities prior to maturity in the secondary market, you may have to sell them at a loss even if the value of the Underlying Basket is above the
Downside Threshold at the time of sale.
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¨
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The Potential for a Positive Return if the Underlying Basket Depreciates is Limited: Any positive return
on the Securities if the Underlying Basket depreciates will be limited by the Downside Threshold, because the Contingent Absolute Return feature will apply only if the Final Basket Level is greater than or equal to the Downside
Threshold. If the Final Basket Level is less than the Downside Threshold, you will not receive a Contingent Absolute Return and will instead lose some or all of your investment.
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No Interest Payments: We will not pay any interest with respect to the Securities.
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An Investment in the Securities Is Subject to Our Credit Risk: The Securities are our unsubordinated,
unsecured debt obligations of the issuer, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the Securities, including
any repayment of principal at maturity, depends on our ability to satisfy our obligations as they come due. As a result, our actual and perceived creditworthiness may affect
the market value of the Securities and, in the event we were to default on our obligations, you may not receive any amounts owed to you under the terms of the Securities and you could lose your entire initial investment.
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The Securities Will Be Subject to Risks, Including Non-Payment in Full, Under Canadian Bank Resolution Powers:
Under Canadian bank resolution powers, the Canada Deposit Insurance Corporation (“CDIC”) may, in circumstances where we have ceased, or are about to cease, to be viable, assume temporary control or ownership over us and may be
granted broad powers by one or more orders of the Governor in Council (Canada), including the power to sell or dispose of all or a part of our assets, and the power to carry out or cause us to carry out a transaction or a series of
transactions the purpose of which is to restructure our business. See “Description of Debt Securities — Canadian Bank Resolution Powers” in the accompanying prospectus for a description of the Canadian bank resolution powers,
including the bail-in regime. If the CDIC were to take action under the Canadian bank resolution powers with respect to us, holders of the Securities could be exposed to losses.
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Your Return on the Securities May Be Lower than the Return on a Conventional Debt Security of Comparable
Maturity: The return that you will receive on the Securities, which could be negative, may be less than the return you could earn on other investments. Even if your return is positive, your return may be less than the
return you could earn if you bought a conventional senior interest bearing debt security of ours with the same maturity date or if you were able to invest directly in the Underlying Indices or the securities included in the
Underlying Indices. Your investment may not reflect the full opportunity cost to you when you take into account factors that affect the time value of money.
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Lack of Liquidity: The Securities will not be listed on any securities exchange. RBC Capital Markets,
LLC (“RBCCM”) intends to offer to purchase the Securities in the secondary market, but is not required to do so. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Securities
easily. Because other dealers are not likely to make a secondary market for the Securities, the price at which you may be able to trade your Securities is likely to depend on the price, if any, at which RBCCM is willing to buy the
Securities.
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The Initial Estimated Value of the Securities Will Be Less than the Price to the Public: The initial
estimated value of the Securities that will be set forth in the final pricing supplement for the Securities, will be less than the public offering price you pay for the Securities, does not represent a minimum price at which we,
RBCCM or any of our other affiliates would be willing to purchase the Securities in any secondary market (if any exists) at any time. If you attempt to sell the Securities prior to maturity, their market value may be lower than the
price you paid for them and the initial estimated value. This is due to, among other things, changes in the value of the Underlying Basket, the borrowing rate we pay to issue securities of this kind, and the inclusion in the price
to the public of the underwriting discount, and our estimated profit and the costs relating to our hedging of the Securities. These factors, together with various credit, market and economic factors over the term of the Securities,
are expected to reduce the price at which you may be able to sell the Securities in any secondary market and will affect the value of the Securities in complex and unpredictable ways. Assuming no change in market conditions or any
other relevant factors, the price, if any, at which you may be able to sell your Securities prior to maturity may be less than the price to public, as any such sale price would not be expected to include the underwriting discount
and our estimated profit and the costs relating to our hedging of the Securities. In addition, any price at which you may sell the Securities is likely to reflect customary bid-ask spreads for similar trades. In addition to bid-ask
spreads, the value of the Securities determined for any secondary market price is expected to be based on the secondary market rate rather than the internal borrowing rate used to price the Securities and determine the initial
estimated value. As a result, the secondary price will be less than if the internal borrowing rate was used. The Securities are not designed to be short-term trading instruments. Accordingly, you should be able and willing to
hold your Securities to maturity.
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Our Initial Estimated Value of the Securities Is an Estimate Only, Calculated as of the Time the Terms of the Securities Are Set: The initial estimated value of the Securities is based on the value of our obligation to make the payments on the Securities, together with
the mid-market value of the derivative embedded in the terms of the Securities. See “Structuring the Securities” below. Our estimate is based on a variety of assumptions,
including our credit spreads, expectations as to dividends, interest rates and volatility, and the expected term of the Securities. These assumptions are based on certain forecasts about future events, which may prove to be
incorrect. Other entities may value the Securities or similar securities at a price that is significantly different than we do.
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Changes in the Level of One or More of the Underlying Indices May Be Offset by Changes in the Level of One or
More of the Other Underlying Indices: Changes in the levels of the Underlying Indices may not correlate with each other. At a time when the level of one of the Underlying Indices increases, the level of any other Underlying
Indices may not increase as much or may even decline. Therefore, in calculating the Final Basket Level, an increase in the level of one of the Underlying Indices may be moderated, or more than offset, by a lesser increase or decline
in the level of any other Underlying Indices. In addition, because the SX5E makes up 40% of the Underlying Basket, we expect that generally the market value of your Securities and your payment at maturity will depend to a greater
extent on the performance of the SX5E than the performance of each of the other Underlying Indices. Further, high correlation of movements in the levels of the Underlying Indices during periods of negative returns among the
Underlying Indices could have an adverse effect on any payment on the Securities.
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No Dividend Payments or Voting Rights: Investing in the Securities is not equivalent to investing directly in
any of the component securities of an Underlying Index: As a holder of the Securities, you will not have voting rights or rights to receive cash dividends or other distributions or other rights that holders of the equity
securities underlying an Underlying Index would have. Each Underlying Index is a price return index, and its Index Return excludes any cash dividend payments paid on its component stocks.
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¨
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An Investment in the Securities Is Subject to Risks Associated with Non-U.S. Securities Markets: The
securities included in each Underlying Index have been issued by non-U.S. companies. An investment in securities linked to the value of non-U.S. equity securities involves particular risks. Non-U.S. securities markets may be more
volatile than U.S. securities markets, and market developments may affect non-U.S. securities markets differently from the U.S. securities markets. Direct or indirect government intervention to stabilize these non-U.S. securities
markets, as well as cross shareholdings among non-U.S. companies, may affect trading prices and volumes in those markets. Also, there is generally less publicly available information in the U.S. about non-U.S. companies than about
those U.S. companies that are subject to the reporting requirements of the SEC, and non-U.S. companies are subject to accounting, disclosure, auditing and financial reporting standards and requirements that differ from those
applicable to U.S. reporting companies.
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The Return on the Securities Will Not Be Adjusted for the Exchange Rates Related to the Underlying Indices:
Although the equity securities that comprise each Underlying Index are traded in the foreign currencies, and your Securities are denominated in U.S. dollars, the amount payable on your Securities will not be adjusted for changes in
the exchange rates between the U.S. dollar and the relevant foreign currencies. Therefore, if a relevant foreign currency appreciates or depreciates relative to the U.S. dollar over the term of the Securities, you will not receive
any additional payment or incur any reduction in any payment on the Securities. Changes in exchange rates, however, may also reflect changes in the foreign economies that in turn may affect the level of an Underlying Index, and
therefore the return on your Securities.
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¨
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Changes Affecting an Underlying Index: The policies of an index sponsor concerning additions, deletions
and substitutions of the stocks included in the relevant Underlying Index and the manner in which the index sponsor takes account of certain changes affecting those stocks included in the relevant Underlying Index may adversely
affect the level of that Underlying Index. The policies of an index sponsor with respect to the calculation of the relevant Underlying Index could also adversely affect the level of that Underlying Index. An index sponsor may
discontinue or suspend calculation or dissemination of the relevant Underlying Index and has no obligation to consider your interests in the Securities when taking any action regarding the relevant Underlying Index. Any such
actions could have an adverse effect on the value of the Securities and the amount that may be paid at maturity
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Potential Conflicts: We and our affiliates play a variety of roles in connection with the issuance of the
Securities, including hedging our obligations under the Securities. In performing these duties, the economic interests of the calculation agent and other affiliates of ours are potentially adverse to your interests as an investor in
the Securities.
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¨
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Potentially Inconsistent Research, Opinions or Recommendations by RBCCM, UBS or Their Affiliates: RBCCM,
UBS or their respective affiliates may publish research, express opinions or provide recommendations that are inconsistent with investing in or holding the Securities, and which may be revised at any time. Any such research,
opinions or recommendations could affect the value of the Underlying Basket or the equity securities included in the Underlying Basket, and therefore the market value of the Securities.
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Uncertain Tax Treatment: Significant aspects of the tax treatment of an investment in the Securities are
uncertain. You should consult your tax adviser about your tax situation.
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¨ |
Potential Royal Bank of Canada and UBS Impact on Price: Trading or other transactions by Royal Bank of
Canada, UBS and our respective affiliates in the equity securities included in the Underlying Basket or in futures, options, exchange-traded funds or other derivative products on the equity securities included in the Underlying
Basket may adversely affect the market value of those equity securities and the value of the Underlying Basket and, therefore, the market value of the Securities.
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The Probability That the Value of the Underlying Basket Will Fall Below the Downside Threshold on the Final
Valuation Date Will Depend on the Volatility of the Underlying Basket: “Volatility” refers to the frequency and magnitude of changes in the value of the Underlying Basket. Greater expected volatility with respect to the
Underlying Basket reflects a higher expectation as of the Trade Date that the Underlying Basket could close below its Downside Threshold on the Final Valuation Date, resulting in the loss of some or all of your investment. However,
the Underlying Basket’s volatility can change significantly over the term of the Securities. The value of the Underlying Basket could fall sharply, which could result in a significant loss of principal.
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¨
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The Terms of the Securities at Issuance and Their Market Value Prior to Maturity Will Be Influenced by Many
Unpredictable Factors: Many economic and market factors will influence the terms of the Securities at issuance and their value prior to maturity. These factors are similar in some ways to those that could affect the value
of a combination of instruments that might be used to replicate the payments on the Securities, including a combination of a bond with one or more options or other derivative instruments. For the market value of the Securities, we
expect that, generally, the value of the Underlying Basket on any day will affect the value of the Securities more than any other single factor. However, you should not expect the value of the Securities in the secondary market to
vary in proportion to changes in the value of the Underlying Basket. The value of the Securities will be affected by a number of other factors that may either offset or magnify each other, including:
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¨ |
the actual or expected volatility of the Underlying Basket;
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the time remaining to maturity of the Securities;
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the dividend rates on the equity securities included in the Underlying Basket;
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¨ |
interest and yield rates in the market generally, as well as in each of the markets of the equity securities included in the Underlying Basket;
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a variety of economic, financial, political, regulatory or judicial events; and
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our creditworthiness, including actual or anticipated downgrades in our credit ratings.
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Hypothetical Examples and Return Table at Maturity
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Hypothetical Final Basket Level
|
Hypothetical Underlying
Return* |
Hypothetical Payment at
Maturity ($)
|
Total Return on
Securities (%)1
|
200.00
|
100.00%
|
$20.00
|
100.00%
|
175.00
|
75.00%
|
$17.50
|
75.00%
|
160.00
|
60.00%
|
$16.00
|
60.00%
|
150.00
|
50.00%
|
$15.00
|
50.00%
|
141.00
|
41.00%
|
$14.10
|
41.00%
|
140.00
|
40.00%
|
$14.10
|
41.00%
|
130.00
|
30.00%
|
$14.10
|
41.00%
|
120.00
|
20.00%
|
$14.10
|
41.00%
|
110.00
|
10.00%
|
$14.10
|
41.00%
|
100.00
|
0.00%
|
$14.10
|
41.00%
|
90.00
|
-10.00%
|
$11.00
|
10.00%
|
85.00
|
-15.00%
|
$11.50
|
15.00%
|
80.00
|
-20.00%
|
$12.00
|
20.00%
|
75.00
|
-25.00%
|
$12.50
|
25.00%
|
70.00
|
-30.00%
|
$13.00
|
-30.00%
|
60.00
|
-40.00%
|
$6.00
|
-40.00%
|
50.00
|
-50.00%
|
$5.00
|
-50.00%
|
25.00
|
-75.00%
|
$2.50
|
-75.00%
|
0.00
|
-100.00%
|
$0.00
|
-100.00%
|
What Are the Tax Consequences of the Securities?
|
Information About the Underlying Indices
|
The EURO STOXX 50® Index
|
Index =
|
Free float market capitalization of the index
|
x 1,000
|
Adjusted base date market capitalization of the index
|
·
|
sponsor, endorse, sell, or promote the Securities;
|
·
|
recommend that any person invest in the Securities offered hereby or any other securities;
|
·
|
have any responsibility or liability for or make any decisions about the timing, amount, or pricing of the Securities;
|
·
|
have any responsibility or liability for the administration, management, or marketing of the Securities; or
|
·
|
consider the needs of the Securities or the holders of the Securities in determining, composing, or calculating the SX5E, or have any obligation to do so.
|
·
|
STOXX does not make any warranty, express or implied, and disclaims any and all warranty concerning:
|
·
|
the results to be obtained by the Securities, the holders of the Securities or any other person in connection with the use of the SX5E and the data included in the SX5E;
|
·
|
the accuracy or completeness of the SX5E and its data;
|
·
|
the merchantability and the fitness for a particular purpose or use of the SX5E and its data;
|
·
|
STOXX will have no liability for any errors, omissions, or interruptions in the SX5E or its data; and
|
·
|
Under no circumstances will STOXX be liable for any lost profits or indirect, punitive, special, or consequential damages or losses, even if STOXX knows that they might
occur.
|
The FTSE® 100 Index
|
Type of Corporate Action
|
Adjustment
|
Adjustment to Divisor
|
|||
Issue of new shares
|
Share weighting increased
|
Yes
|
|||
Share repurchase
|
Share weighting decreased
|
Yes
|
|||
Bonus issued or stock split
|
Share weighting multiplied by four. Share price divided by four
|
No
|
The Nikkei 225 Index
|
·
|
Technology — Pharmaceuticals, Electrical Machinery, Automobiles, Precision Machinery, Telecommunications;
|
·
|
Financials — Banks, Miscellaneous Finance, Securities, Insurance;
|
·
|
Consumer Goods — Marine Products, Food, Retail, Services;
|
·
|
Materials — Mining, Textiles, Paper and Pulp, Chemicals, Oil, Rubber, Ceramics, Steel, Nonferrous Metals, Trading House;
|
·
|
Capital Goods/Others — Constructions, Machinery, Shipbuilding, Transportation Equipment, Miscellaneous Manufacturing, Real Estate; and
|
·
|
Transportation and Utilities — Railroads and Buses, Trucking, Shipping, Airlines, Warehousing, Electric Power, Gas.
|
Swiss Market Index
|
¨ |
was first launched with a base level of 1,500 as of June 30, 1988; and
|
¨ |
is sponsored, calculated, published and disseminated by SIX Group Ltd., certain of its subsidiaries, and the Management Committee of the SIX Swiss Exchange
(the “SIX Exchange”).
|
¨ |
average free-float market capitalization (compared to the capitalization of the entire Swiss Stock Exchange index family), and
|
¨ |
cumulative on order book turnover (compared to the total turnover of the Swiss Stock Exchange index family).
|
Swiss Market Index (SMI®) =
|
Free Float Market Capitalization of the Swiss Market Index
Divisor
|
Event
|
Divisor Change?
|
|
Regular cash dividend
|
No
|
|
Repayments of capital through reduction of a share’s par value
|
No
|
|
Special dividends, anniversary bonds and other extraordinary payments that, contrary to the company’s usual dividend
policy, are paid out or declared extraordinary.
|
Yes
|
|
Share dividends (company’s own shares)
|
No
|
|
Share dividend (shares of another company)
|
Yes
|
The S&P®/ASX 200 Index
|
·
|
was first launched in 1979 by the Australian Securities Exchange and was acquired and re-launched by its current index sponsor on April 3, 2000; and
|
·
|
is sponsored, calculated, published and disseminated by S&P Dow Jones Indices LLC, a part of McGraw Hill Financial (“S&P”).
|
¨
|
changes in a company’s float-adjusted shares of 5% or more due to market-wide shares issuance;
|
¨
|
rights issues, bonus issues and other major corporate actions; and
|
¨
|
share issues resulting from index companies merging and major off-market buy-backs.
|
Type of Corporate Action
|
Index Treatment
|
Divisor Adjustment
Required
|
||
Cash dividend
|
None
|
No
|
||
Special Cash Dividend
|
Price adjustment needed
|
Yes
|
||
Stock dividend and/or split
|
Shares are multiplied by and price is divided by the split factor
|
No
|
||
Stock dividend from class A shares into existing class B shares, both of which are included in the
S&P®/ASX 200 Index
|
Adjustment for price of A; adjustment for shares in B
|
Yes
|
||
Stock dividend of different class, same company and is not included in the S&P®/ASX 200
Index
|
Price adjustment
|
Yes
|
||
Reverse split
|
Adjustment for price and shares
|
No
|
||
Rights offering
|
Adjustment for price and shares
|
Yes
|
||
Rights offering for a new line
|
Adjustment for price
|
Yes
|
||
New share issuance
|
Adjustment for shares
|
Yes
|
||
Reduction of capital
|
Share adjustment
|
Yes
|
||
New addition to index
|
Share adjustment
|
Yes
|
||
Deletion from index
|
Share adjustment
|
Yes
|
||
Merger (acquisition by index company for stock)
|
Share increase
|
Yes
|
1. |
incorrect or revised closing price;
|
2. |
missed corporate event;
|
3. |
late announcement of a corporate event; or
|
4. |
incorrect application of corporate action or index methodology.
|
The Hang Seng® Index
|
• |
Strategic holdings (governments and affiliated
entities or any other entities which hold substantial shares in the company would be considered as non-freefloat unless otherwise proved);
|
• |
Directors’ and management holdings (directors,
members of the board committee, principal officers or founding members);
|
• |
Corporate cross holdings (publicly traded companies
or private firms / institutions); and
|
• |
Lock-up shares (shareholdings with a publicly
disclosed lock-up arrangement).
|
Current Index =
|
Current Aggregate Free Float-adjusted Market
Capitalization of Constituents
|
X Yesterday’s Closing Index
|
Yesterday’s Aggregate Free Float-adjusted Market
Capitalization of Constituents
|
||
=
|
∑ (Pt x IS x FAF x CF)
|
X Yesterday’s Closing Index
|
∑ (Pt-1
x IS x FAF x CF)
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
Structuring the Securities
|
Terms Incorporated in Master Note
|