Investment Description
|
Features
|
Key Dates
|
q |
Enhanced Growth Potential Up to the Maximum Gain — At maturity, if the Underlying Return is positive, we
will pay you the principal amount plus a return equal to the Upside Gearing times the Underlying Return, up to the Maximum Gain.
|
q
|
Buffered Downside Market Exposure — If the Underlying Return is zero or negative,
but the Final Basket Level is greater than or equal to the Downside Threshold, we will pay the full principal amount at maturity. However, if the Underlying Return is negative and the Final Basket Level is below the Downside Threshold,
we will pay less than the full principal amount, resulting in a loss of the principal amount that is proportionate to the percentage decline in the Basket in excess of the Buffer. Accordingly, you may lose up to 90% of the principal
amount of the Securities. The downside exposure to the Underlying is buffered only at maturity.
|
Trade Date
|
April 2, 2019
|
Settlement Date
|
April 5, 2019
|
Final Valuation Date1
|
April 4, 2022
|
Maturity Date1
|
April 7, 2022
|
1
|
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-EQUITY-1 and as further discussed below.
|
NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER THAN CONVENTIONAL DEBT
INSTRUMENTS. WE ARE NOT NECESSARILY OBLIGATED TO REPAY THE FULL PRINCIPAL AMOUNT OF THE SECURITIES AT MATURITY, AND THE SECURITIES HAVE DOWNSIDE MARKET RISK SIMILAR OF THE 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 PRICING SUPPLEMENT AND
UNDER ‘‘RISK FACTORS’’ BEGINNING ON PAGE PS-4 OF THE ACCOMPANYING PRODUCT PROSPECTUS SUPPLEMENT UBS-EQUITY-1 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, THE SECURITIES. YOU COULD LOSE A SIGNIFICANT PORTION OF THE PRINCIPAL AMOUNT OF THE SECURITIES.
|
Security Offering
|
Basket Components with Weightings
|
Bloomberg
Symbols
|
Buffer
|
Downside
Threshold
|
Upside
Gearing
|
Maximum
Gain
|
Initial
Basket Level
|
CUSIP
|
ISIN
|
S&P 500® Index (50%)
|
SPX
|
|||||||
EURO STOXX 50® Index (20%)
|
SX5E
|
|||||||
MSCI Emerging Markets Index (20%)
|
MXEF
|
10%
|
90
|
2
|
33%
|
100
|
78014H557
|
US78014H5578
|
ADSs of Alibaba Group Holding Limited (5%)
|
BABA
|
|||||||
ADSs of Baidu, Inc. (5%)
|
BIDU
|
Price to Public(1)
|
Fees and Commissions(1)
|
Proceeds to Us
|
||||
Offering of the Securities
|
Total
|
Per Security
|
Total
|
Per Security
|
Total
|
Per Security
|
$3,725,000.00
|
$10.00
|
$67,050.00
|
$0.18
|
$3,657,950.00
|
$9.82
|
UBS Financial Services Inc.
|
RBC Capital Markets, LLC
|
Additional Information About Royal Bank of Canada and the Securities
|
¨ |
Product prospectus supplement EQUITY-1 dated January 18, 2019:
|
¨ |
Prospectus supplement dated September 7, 2018:
|
¨ |
Prospectus dated September 7, 2018:
|
Investor Suitability
|
¨ |
You fully understand the risks inherent in an investment in the Securities, including the risk of loss of up to 90% of the principal amount.
|
¨ |
You can tolerate the loss of up to 90% of your initial investment and are willing to make an investment that has similar downside market risk as a hypothetical investment in the
Basket, subject to the Buffer at maturity.
|
¨ |
You believe that the value of the Basket will appreciate over the term of the Securities and that the appreciation is unlikely to exceed the Maximum Gain.
|
¨ |
You understand and accept that your potential return is limited by the Maximum Gain set forth on the cover page.
|
¨ |
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 Basket.
|
¨ |
You do not seek current income from your investment and are willing to forgo dividends paid on the securities represented by the Basket.
|
¨ |
You are willing to hold the Securities to maturity and accept that there may be little or no secondary market for the Securities.
|
¨ |
You understand and accept the risks associated with the Basket Components.
|
¨
|
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.
|
¨ |
You do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of up to 90% of your investment.
|
¨ |
You require an investment designed to provide a full return of principal at maturity.
|
¨ |
You cannot tolerate the loss of up to 90% of the principal amount of the Securities, and you are not willing to make an investment that has similar downside market risk as a
hypothetical investment in the Basket, subject to the Buffer at maturity.
|
¨ |
You believe that the value of the Basket will decline over the term of the Securities, or you believe the value of the Basket will appreciate over the term of the Securities by a
percentage that exceeds the Maximum Gain.
|
¨ |
You seek an investment that has unlimited return potential without a cap on appreciation.
|
¨ |
You are unwilling to invest in the Securities based on the Maximum Gain set forth on the cover page.
|
¨ |
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 Basket.
|
¨ |
You seek current income from this investment or prefer to receive the dividends paid on the securities represented by the Basket.
|
¨ |
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.
|
¨ |
You do not understand or accept the risks associated with the Basket Components.
|
¨
|
You are not willing to assume our credit risk for all payments under the Securities, including any repayment of principal.
|
|
Final Terms of the Securities1
|
Issuer:
|
Royal Bank of Canada
|
|
Issue Price:
|
$10 per Security (subject to a minimum purchase of 100 Securities)
|
|
Principal
Amount:
|
$10 per Security.
|
|
Term:
|
Approximately 3 years
|
|
Basket:
|
A basket consisting of the following:
|
Basket
Components
|
Bloomberg
Symbols
|
Component
Weightings
|
Initial
Levels
|
|||||||
S&P 500® Index
|
SPX
|
50%
|
2,867.24
|
|||||||
EURO STOXX 50® Index
|
SX5E
|
20%
|
3,395.70
|
|||||||
MSCI Emerging Markets Index
|
MXEF
|
20%
|
1,071.14
|
|||||||
ADSs of BABA
|
BABA
|
5%
|
$181.74
|
|||||||
ADSs of BIDU
|
BIDU
|
5%
|
$170.98
|
Upside
Gearing:
|
2
|
|
Maximum
Gain:
|
33%
|
|
Buffer:
|
10%
|
|
Downside
Threshold:
|
90% of the Initial Basket Level
|
|
Payment at
Maturity (per
$10
Security):
|
If the Underlying Return is positive, we will pay you:
$10 + ($10 x the lesser of (i) Upside Gearing x
Underlying Return and (ii) Maximum Gain)
If the Underlying Return is zero or negative, but the Final Basket Level is not below
the Downside Threshold, we will pay you:
$10
If the Underlying Return is negative and the Final Basket Level is below the Downside
Threshold, we will pay you:
$10 + ($10 x (Underlying Return + Buffer))
In this scenario, you will lose up to 90% of the principal amount of the Securities, in an amount proportionate to the percentage the
Underlying has declined in excess of the Buffer.
|
|
Underlying
Return:
|
Final Basket Level – Initial Basket Level
Initial Basket Level
|
|
Initial Basket
Level:
|
100
|
Final Basket Level:
|
10 × [1 + (the sum of the Component Return of each Basket Component multiplied by its Component Weighting)]
|
|
Component Return of
Each Basket
Component:
|
The Component Return with respect to each Basket Component reflects its performance, calculated as follows:
Final Level – Initial Level
Initial Level
|
|
Initial Level:
|
With respect to each Basket Component, its closing level or its closing price (as applicable) on the Trade Date, as indicated in the table above.
|
|
Final Level:
|
With respect to each Basket Component, its closing level or closing price (as applicable) on the Final Valuation Date. If there is a market disruption event as
to a Basket Component on the Final Valuation Date, or if that date is not a trading day as to a Basket Component, only the determination of the Final Level for that Basket Component will be postponed, as set forth in the product
prospectus supplement and as further set forth below.
|
Investment Timeline
|
Trade Date:
|
The Initial Level of each Basket Component was determined, and the Initial Basket Level was set to 100.
|
||
Maturity
Date:
|
The Final Level and the Component Return of each Basket Component, the Final Basket Level and the Underlying Return are determined.
If the Underlying Return is positive, we will pay you, for each $10 Security:
$10 + ($10 x the lesser of (i) Upside Gearing x Underlying Return and (ii)
Maximum Gain
If the Underlying Return is zero or negative, but the Final Basket Level is not below the Downside Threshold, we will pay you a cash payment of $10 per $10
Security.
If the Final Basket Level is negative and the Final Basket Level is below the Downside Threshold, we will pay you a cash payment that is less than your initial
investment of $10 per Security, resulting in a loss that is proportionate to the percentage decline of the Underlying in excess of the Buffer, and equal to:
$10 + ($10 x (Underlying Return + Buffer)
In this scenario, you will lose up to 90% of the principal amount of the Securities, in an amount proportionate to the
percentage that the Underlying has declined in excess of the Buffer.
|
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.
1 Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the product prospectus supplement.
|
Key Risks
|
¨ |
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 at maturity. The return on the Securities at maturity is linked to the performance of the Basket and will depend on whether, and the extent to
which, the Underlying Return is positive or negative. If the Underlying Return is negative and the Final Basket Level is below the Downside Threshold, you will be exposed to any negative Underlying Return in excess of the Buffer, and we
will pay you less than your principal amount at maturity, resulting in a loss of principal of your Securities that is proportionate to the percentage decline in the Basket in excess of the Buffer. Accordingly, you could lose up to 90% of the principal amount of the Securities.
|
¨ |
The Buffer Applies Only if You Hold the Securities to Maturity: The application of the Buffer only
applies at maturity. If you are able to sell your Securities in the secondary market prior to maturity, you may have to sell them at a loss even if the Basket has not declined by more than 10% at the time of sale.
|
¨ |
The Upside Gearing Applies Only if You Hold the Securities to Maturity: The application of the Upside
Gearing only applies at maturity. If you are able to sell your Securities prior to maturity in the secondary market, the price you receive will likely not reflect the full effect of the Upside Gearing and the return you realize may be
less than the Upside Gearing times the return of the Basket at the time of sale, even if that return is positive and does not exceed the Maximum Gain.
|
¨ |
The Appreciation Potential of the Securities Is Limited by the Maximum Gain: If the Underlying Return is
positive, we will pay you $10 per Security at maturity plus an additional return that will not exceed the Maximum Gain, regardless of the appreciation in the Basket, which may be significant. Therefore, you will not benefit from any
appreciation of the Basket in excess of an amount that, when multiplied by the Upside Gearing, exceeds the Maximum Gain and your return on the Securities may be less than your return would be on a hypothetical direct investment in the
securities represented by the Basket Components.
|
¨ |
No Interest Payments: We will
not pay any interest with respect to the Securities.
|
¨ |
An Investment in the Securities Is Subject to Our Credit Risk: The Securities are our unsubordinated,
unsecured debt obligations, 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.
|
¨ |
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.
|
¨ |
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 that we issued with the same maturity date or if you invested directly in the securities represented by the Basket Components. Your investment may not
reflect the full opportunity cost to you when you take into account factors that affect the time value of money.
|
¨ |
Lack of Liquidity: The Securities will not be listed on any securities exchange. 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.
|
¨ |
Changes in the Values of One or More of the Basket Components May Be Offset by Changes in
the Values of One or More of the Other Basket Components: Changes in the values of the Basket Components may not correlate with each other. At a time
when the value of one of the Basket Components increases, the level of any other Basket Components may not increase as much or may even decline. Therefore, in calculating the Final Basket Level, an increase in the value of one of the
Basket Components may be moderated, or more than offset, by a lesser increase or decline in the level of any other Basket Comments. In addition, because the SPX makes up 50% of the 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 SPX than the performance of each of the other Basket Components. Further, high correlation of movements in the values of the Basket
Components during periods of negative returns among them could have an adverse effect on any payment on the Securities and the amount that may be paid at maturity.
|
¨ |
No Dividend Payments or Voting Rights: Investing in the Securities is not equivalent to investing
directly in any of the securities represented by the Basket Components. 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 those
securities would have. The Underlying Return excludes any cash dividend payments paid on these securities.
|
¨ |
An Investment in the Securities Is Subject to Risks Associated with Non-U.S. Securities Markets: The
securities included in the SX5E and the MXEF 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.
|
¨ |
An Investment in the Securities Is Subject to Risks Associated with Emerging Markets: The securities
included in the MXEF have been issued by emerging market companies. Investments in securities linked directly or indirectly to emerging market equity securities involve many risks, including, but not limited to: economic, social,
political, financial and military conditions in the emerging market; regulation by national, provincial, and local governments; less liquidity and smaller market capitalizations than exist in the case of many large U.S. companies;
different accounting and disclosure standards; and political uncertainties. Stock prices of emerging market companies may be more volatile and may be affected by market developments differently than U.S. companies. Government
intervention to stabilize securities markets and cross-shareholdings may affect prices and volume of trading of the securities of emerging market companies. Economic, social, political, financial and military factors could, in turn,
negatively affect such companies’ value. These factors could include changes in the emerging market government’s economic and fiscal policies, possible imposition of, or changes in, currency exchange laws or other laws or restrictions
applicable to the emerging market companies or investments in their securities, and the possibility of fluctuations in the rate of exchange between currencies. Moreover, emerging market economies may differ favorably or unfavorably from
the U.S. economy in a variety of ways, including growth of gross national product, rate of inflation, capital reinvestment, resources and self-sufficiency. You should carefully consider the risks related to emerging markets, to which
the Securities are susceptible, before making a decision to invest in the Securities.
|
¨ |
The Return on the Securities Will Not Be Adjusted for the Exchange Rates Related to the Underlying Indices: Although
the equity securities that comprise the SX5E and the MXEF 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 one or both of these indices, and therefore the
return on your Securities.
|
¨ |
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.
|
¨ |
The Historical Values of any Basket Component Should Not Be Taken as an Indication of Its Future Prices During
the Term of the Securities: The values of the Basket Components will determine the value of the Securities at any given time. However, it is impossible to predict whether the value of any Basket Component will rise or fall, and
the values of the Basket Components will be influenced by complex and interrelated political, economic, financial and other factors that can affect the value of the Basket.
|
¨ |
Potential Conflicts: We, UBS and our respective 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 and those of UBS are potentially adverse
to your interests as an investor in the Securities.
|
¨ |
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 Basket, and therefore, the market value of the Securities.
|
¨ |
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.
|
¨ |
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 represented by the Basket or in futures, options, exchange-traded funds or other derivative products on those equity securities may adversely affect the market value of
those equity securities, the value of that Basket Component, and, therefore, the market value of the Securities.
|
¨ |
The Probability That the Value of the Basket Will Fall Below the Downside Threshold on the Final Valuation Date
Will Depend on the Volatility of the Basket Components: “Volatility" refers to the frequency and magnitude of changes in the value of the Basket Components. Greater expected volatility with respect to the Basket Components
reflects a higher expectation as of the Trade Date that the level Basket could close below the Initial Basket Level on the Final Valuation Date, resulting in the loss of some or all of your investment. However, a Basket Component’s
volatility can change significantly over the term of the Securities. The level of the Basket could fall sharply, which could result in a significant loss of principal.
|
¨ |
The Terms of the Securities Were Influenced at Issuance and Their Market Value Prior to Maturity Will Be
Influenced by Many Unpredictable Factors: Many economic and market factors influenced the terms of the Securities at issuance and will affect 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 Basket Components 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 values of the Basket Components. The value of the Securities will be affected by a number of other factors that may either offset or magnify each other, including:
|
¨ |
the actual or expected volatility of each Basket Component;
|
¨ |
the time remaining to maturity of the Securities;
|
¨ |
the dividend rates on the equity securities represented by the Basket Components;
|
¨ |
interest and yield rates in the market generally, as well as in each of the markets of the equity securities represented by the Basket Components;
|
¨ |
a variety of economic, financial, political, regulatory or judicial events;
|
¨ |
our creditworthiness, including actual or anticipated downgrades in our credit ratings; and
|
¨ |
whether any organization event affects any Underlying Share that requires the calculation agent to adjust the terms of the Securities.
|
¨ |
The value of
an ADS may not accurately track the value of the underlying stock represented by that ADS: Each ADS represents shares of the relevant company (an “underlying company”). The trading patterns of the ADSs will generally reflect the characteristics and valuations of the underlying ADS stock; however, the
value of the ADSs may not completely track the value of those shares.
Trading volume and pricing on any applicable non-U.S. exchange may, but will not necessarily, have similar characteristics as the ADSs. For example, certain factors may increase or decrease the public float of the ADSs and, as a
result, the ADSs may have less liquidity or lower market value than the underlying ADS.
|
¨ |
Adverse trading conditions in the applicable non-U.S. market may negatively affect the
value of the applicable stock: Holders of the underlying company’s ADSs may usually surrender the ADSs in order to receive and trade the underlying ADS stock. This
provision permits investors in the ADSs to take advantage of price differentials between markets. However, this provision may also cause the market prices of the applicable ADS to more closely correspond with the values of the common
shares in the applicable non-U.S. markets. As a result, a market outside of the U.S. for the underlying ADS stock that is not liquid may also result in an illiquid market for
the ADSs.
|
¨ |
Your anti-dilution protection is limited: The calculation agent will make
adjustments to the price of an ADS as described in the product prospectus supplement. The calculation agent is not required, however, to make such adjustments in response to all events that could affect the applicable ADSs. If an event
occurs that does not require the calculation agent to make an adjustment, such as an offering of common shares for cash, the value of the notes may be materially and adversely affected. In addition, all determinations and calculations
concerning any such adjustment will be made by the calculation agent, which will be binding on you absent manifest error. You should be aware that the calculation agent may make any such adjustment, determination or calculation in a
manner that differs from, or that is in addition to, that described in the product prospectus supplement as necessary to achieve an equitable result.
|
Hypothetical Examples and Return Table at Maturity
|
Hypothetical Final Basket
Level ($)
|
Hypothetical
Underlying Return1
|
Hypothetical Payment at
Maturity ($)
|
Hypothetical Total Return
on Securities2
|
200.00
|
100.00%
|
$13.30
|
33.00%
|
175.00
|
75.00%
|
$13.30
|
33.00%
|
150.00
|
50.00%
|
$13.30
|
33.00%
|
140.00
|
40.00%
|
$13.30
|
33.00%
|
130.00
|
30.00%
|
$13.30
|
33.00%
|
120.00
|
20.00%
|
$13.30
|
33.00%
|
116.50
|
16.50%
|
$13.30
|
33.00%
|
115.00
|
15.00%
|
$13.00
|
30.00%
|
110.00
|
10.00%
|
$12.00
|
20.00%
|
104.00
|
4.00%
|
$10.80
|
8.00%
|
102.00
|
2.00%
|
$10.40
|
4.00%
|
100.00
|
0.00%
|
$10.00
|
0.00%
|
95.00
|
-5.00%
|
$10.00
|
0.00%
|
90.00
|
-10.00%
|
$10.00
|
0.00%
|
80.00
|
-20.00%
|
$9.00
|
-10.00%
|
70.00
|
-30.00%
|
$8.00
|
-20.00%
|
60.00
|
-40.00%
|
$7.00
|
-30.00%
|
50.00
|
-50.00%
|
$6.00
|
-40.00%
|
25.00
|
-75.00%
|
$3.50
|
-65.00%
|
0.00
|
-100.00%
|
$10.00
|
-90.00%
|
Information About the Basket Components
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The S&P 500® Index
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The EURO STOXX 50® Index
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Index =
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Free float market capitalization of the index
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x 1,000
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Adjusted base date market capitalization of the index
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sponsor, endorse, sell, or promote the Securities;
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recommend that any person invest in the Securities offered hereby or any other securities;
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have any responsibility or liability for or make any decisions about the timing, amount, or pricing of the Securities;
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have any responsibility or liability for the administration, management, or marketing of the Securities; or
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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.
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STOXX does not make any warranty, express or implied, and disclaims any and all warranty concerning:
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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;
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the accuracy or completeness of the SX5E and its data;
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the merchantability and the fitness for a particular purpose or use of the SX5E and its data;
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STOXX will have no liability for any errors, omissions, or interruptions in the SX5E or its data; and
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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.
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The MSCI Emerging Markets Index
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§ |
defining the equity universe;
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determining the market investable equity universe for each market;
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determining market capitalization size segments for each market;
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applying index continuity rules for the MSCI Standard Index;
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creating style segments within each size segment within each market; and
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classifying securities under the Global Industry Classification Standard (the “GICS”).
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Identifying Eligible Equity Securities: the equity universe initially looks at securities listed in any of the countries in the MSCI Global Index Series, which will be classified as
either Developed Markets (“DM”) or Emerging Markets (“EM”). All listed equity securities, including Real Estate Investment Trusts and certain income trusts in Canada, are eligible for inclusion in the equity universe. Conversely, mutual
funds, ETFs, equity derivatives, and most investment trusts, are not eligible for inclusion, are eligible for inclusion in the equity universe. Conversely, mutual funds, ETFs, equity derivatives, and most investment trusts, are not.
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Classifying Eligible Securities into the Appropriate Country: each company and its securities (i.e., share classes) are classified in only one country.
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The security is classified in a country that meets the Foreign Listing Materiality Requirement, and
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The security’s foreign listing is traded on an eligible stock exchange of: a DM country if the security is classified in a DM country, a DM or an EM country if the security is
classified in an EM country, or a DM or an EM or a FM country if the security is classified in a FM country. Securities in that country may not be represented by a foreign listing in the global investable equity universe if a country
does not meet the requirement.
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Equity Universe Minimum Size Requirement: this investability screen is applied at the company level. In
order to be included in a market investable equity universe, a company must have the required minimum full market capitalization. The size requirement also applies to companies in all developed and emerging markets.
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Equity Universe Minimum Free Float-Adjusted Market Capitalization Requirement: this investability screen
is applied at the individual security level. To be eligible for inclusion in a market investable equity universe, a security must have a free float-adjusted market capitalization equal to or higher than 50% of the equity universe
minimum size requirement.
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DM and EM Minimum Liquidity Requirement: this investability screen is applied at the individual security
level. To be eligible for inclusion in a market investable equity universe, a security must have adequate liquidity. The twelve-month and three-month Annual Traded Value Ratio (“ATVR”), a measure that screens out extreme daily trading
volumes and takes into account the free float-adjusted market capitalization size of securities, together with the three-month frequency of trading are used to measure liquidity. A minimum liquidity level of 20% of three- and
twelve-month ATVR and 90% of three-month frequency of trading over the last four consecutive quarters are required for inclusion of a security in a market investable equity universe of a DM, and a minimum liquidity level of 15% of
three- and twelve-month ATVR and 80% of three-month frequency of trading over the last four consecutive quarters are required for inclusion of a security in a market investable equity universe of an EM.
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Global Minimum Foreign Inclusion Factor Requirement: this investability screen is applied at the
individual security level. To be eligible for inclusion in a market investable equity universe, a security’s Foreign Inclusion Factor (“FIF”) must reach a certain threshold. The FIF of a security is defined as the proportion of shares
outstanding that is available for purchase in the public equity markets by international investors. This proportion accounts for the available free float of and/or the foreign ownership limits applicable to a specific security (or
company). In general, a security must have an FIF equal to or larger than 0.15 to be eligible for inclusion in a market investable equity universe.
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Minimum Length of Trading Requirement: this investability screen is applied at the individual security
level. For an initial public offering (“IPO”) to be eligible for inclusion in a market investable equity universe, the new issue must have started trading at least three months before the implementation of a semi-annual index review (as
described below). This requirement is applicable to small new issues in all markets. Large IPOs are not subject to the minimum length of trading requirement and may be included in a market investable equity universe and the Standard
Index outside of a Quarterly or Semi-Annual Index Review.
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Minimum Foreign Room Requirement: this investability screen is applied at the individual security level.
For a security that is subject to a foreign ownership limit to be eligible for inclusion in a market investable equity universe, the proportion of shares still available to foreign investors relative to the maximum allowed (referred to
as “foreign room”) must be at least 15%.
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Investable Market Index (Large + Mid + Small);
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Standard Index (Large + Mid);
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Large Cap Index;
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Mid Cap Index; or
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Small Cap Index.
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defining the market coverage target range for each size segment;
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determining the global minimum size range for each size segment;
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determining the market size-segment cutoffs and associated segment number of companies;
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assigning companies to the size segments; and
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applying final size-segment investability requirements.
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updating the indices on the basis of a fully refreshed equity universe;
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taking buffer rules into consideration for migration of securities across size and style segments; and
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updating FIFs and Number of Shares (“NOS”).
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including significant new eligible securities (such as IPOs that were not eligible for earlier inclusion) in the Index;
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allowing for significant moves of companies within the Size Segment Indices, using wider buffers than in the SAIR; and
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reflecting the impact of significant market events on FIFs and updating NOS.
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Information About the ADSs
|
Use of Proceeds and Hedging
|
§ |
acquire or dispose of investments relating to the Basket Components;
|
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acquire or dispose of long or short positions in listed or over-the-counter derivative instruments related to the Basket Components; or
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any combination of the above two.
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Additional Terms of the Securities Relating to Underlying Indices
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a suspension, absence or material limitation of trading of equity securities then constituting 20% or more of the level of the Underlying Index (or the relevant successor index) on
the relevant exchanges (as defined below) for such securities for more than two hours of trading during, or during the one hour period preceding the close of, the principal trading session on such relevant exchange; or
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a breakdown or failure in the price and trade reporting systems of any relevant exchange as a result of which the reported trading prices for equity securities then constituting 20%
or more of the level of the Underlying Index (or the relevant successor index) during the one hour preceding the close of the principal trading session on such relevant exchange are materially inaccurate; or
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a suspension, absence or material limitation of trading on the primary exchange or market for trading in futures or options contracts related to the Underlying Index (or the relevant
successor index) for more than two hours of trading during, or during the one hour period preceding the close of, the principal trading session on such exchange or market; or
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a decision to permanently discontinue trading in the relevant futures or options contracts;
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a determination by the calculation agent in its sole discretion that the event described above materially interfered with our ability or the ability of any of our affiliates to adjust
or unwind all or a material portion of any hedge with respect to the Securities.
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the portion of the level of the Underlying Index (or the relevant successor index) attributable to that security relative to
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§ |
the overall level of the Underlying Index (or the relevant successor index),
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a limitation on the hours or number of days of trading will not constitute a market disruption event if it results from an announced change in the regular business hours of the
relevant exchange, or the primary exchange or market for trading in futures or options contracts related to the Underlying Index (or the relevant successor index);
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limitations pursuant to the rules of any relevant exchange similar to NYSE Rule 80B (or any applicable rule or regulation enacted or promulgated by any other self-regulatory
organization or any government agency of scope similar to NYSE Rule 80B as determined by the calculation agent) on trading during significant market fluctuations will constitute a suspension, absence or material limitation of trading;
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a suspension of trading in futures or options contracts on the Underlying Index (or the relevant successor index) by the primary exchange or market trading in such contracts by reason
of
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a price change exceeding limits set by such exchange or market,
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an imbalance of orders relating to such contracts, or
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a disparity in bid and ask quotes relating to such contracts
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a “suspension, absence or material limitation of trading” on any relevant exchange or on the primary exchange or market on which futures or options contracts related to the Underlying
Index (or the relevant successor index) are traded will not include any time when such exchange or market is itself closed for trading under ordinary circumstances.
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What Are the Tax Consequences of the Securities?
|
Supplemental Plan of Distribution (Conflicts of Interest)
|
Structuring the Securities
|
Terms Incorporated in Master Note
|
Validity of the Securities
|