NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO, OR FOR THE
ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER
THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO AUSTRALIA, CANADA, JAPAN,
SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD
BE PROHIBITED BY APPLICABLE LAW.
LONDON–(BUSINESS WIRE)–JPMorgan Chase Bank, N.A. (the “Issuer”) today announces the
placement of cash-settled exchangeable bonds due 2021 (the “Bonds”)
in aggregate principal amount of USD 205,000,000 (the “Offering”).
The Bonds are referable to ordinary shares (the “Shares”) of
Dufry AG (the “Company”). Exchange rights in respect of the Bonds
will be cash-settled only.
The Issuer is rated A+ (Stable outlook) by Standard & Poor’s, Aa3
(Stable outlook) by Moody’s and AA (Stable outlook) by Fitch.
The Bonds will be issued in principal amounts of USD 200,000 and
integral multiples thereof and will not bear interest. The Bonds will be
issued with an issue price of 97.625%, corresponding to an annual gross
yield to maturity of 1.08%, and are expected to be redeemed at par on 11
The initial exchange price (the “Initial Exchange Price”) will be
set at a 25% premium to the reference share price (the “Share
Reference Price”) that will be based on the arithmetic average of
the daily volume-weighted average prices of a Share on the Swiss Stock
Exchange over a period of 5 consecutive trading days commencing on (and
including) 11 October 2018, subject as provided in the terms and
conditions of the Bonds (the “Share Reference Period”).
The Share Reference Price and the Initial Exchange Price are expected to
be announced on 17 October 2018 at the end of the Share Reference Period.
The Issuer shall redeem all outstanding Bonds at their early redemption
amount on the early redemption date if (i) any event occurs as a result
of which option contracts in respect of the Shares are settled in
accordance with the Eurex Corporate Actions Procedures or such successor
policy or (ii) a Nationalisation and/or a Delisting occurs, each as
further described in the terms and conditions of the Bonds. The Issuer
may, at its option, redeem all outstanding the Bonds at the early
redemption amount on the early redemption date if a Change in Law
occurs, as further described in the terms and conditions of the Bonds.
Settlement and delivery of the Bonds is expected to take place on 17
October 2018 (the “Issue Date”).
The net proceeds from the issue of Bonds will be used by the Issuer for
its general corporate purposes (including hedging of derivative
Application will be made for the Bonds to be admitted to trading on the
Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange
and such admission to trading is expected no later than 30 days from the
J.P. Morgan Securities plc is acting as Sole Bookrunner and Calculation
The Issuer intends to enter into certain derivatives arrangements with
the Sole Bookrunner to hedge the exposure to pay cash amounts upon any
potential exercise of the exchange rights embedded in the Bonds and/or
upon redemption. The Sole Bookrunner is party to certain existing
derivative positions in relation to the Shares and may enter into
further transactions to hedge its position, or adjust its hedging
position under such arrangements, including transactions to be conducted
during the reference period regarding the determination of the Share
Reference Price and other averaging and valuation periods in relation to
the Bonds. Such activity may impact the Share Reference Price, the price
or value of the Shares and Bonds more generally, including without
limitation during such averaging or valuation periods.
The Issuer also announced today an offer to purchase its outstanding USD
350,000,000 cash-settled exchangeable bond into Dufry due 2021 (the “Outstanding
Bonds”) (ISIN: XS1748457352) (the “Offer”), which will be
open from the date hereof until 6 November 2018. Holders whose
Outstanding Bonds are successfully purchased pursuant to the Offer will
receive a cash purchase price of USD 185,000 per USD 200,000 in
principal amount of the Outstanding Bonds.
The Concurrent Repurchase is open to any persons located or resident in
or outside the United States or that are otherwise U.S. Persons (within
the meaning of Regulation S under the U.S. Securities Act of 1933, as
amended) or persons acting for the account or benefit of any such
About JPMorgan Chase & Co.
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services
firm with assets of $2.6 trillion and operations worldwide. The firm is
a leader in investment banking, financial services for consumers and
small businesses, commercial banking, financial transaction processing,
and asset management. A component of the Dow Jones Industrial Average,
JPMorgan Chase & Co. serves millions of customers in the United States
and many of the world’s most prominent corporate, institutional and
government clients under its J.P. Morgan and Chase brands. Information
about JPMorgan Chase & Co. is available at www.jpmorganchase.com.
NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE SOLE BOOKRUNNER OR ANY OF
THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS
OR AN OFFER TO REPURCHASE ANY OUTSTANDING BONDS OR POSSESSION OR
DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL
RELATING TO THE BONDS OR THE OUTSTANDING BONDS IN ANY JURISDICTION WHERE
ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER AND THE SOLE BOOKRUNNER
TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR
INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (AS DEFINED IN REGULATION S). THIS INDICATIVE TERM SHEET IS NOT
AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY
SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY
JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.
THE BONDS DESCRIBED IN THIS PRESS RELEASE ARE NOT REQUIRED TO BE
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR
OTHER JURISDICTION OF THE UNITED STATES. IN ADDITION, THE BONDS HAVE NOT
BEEN REGISTERED UNDER THE REGULATIONS OF THE U.S. COMPTROLLER OF THE
CURRENCY (“COMPTROLLER’S REGULATIONS”) RELATING TO SECURITIES
OFFERINGS BY NATIONAL BANKS (12 C.F.R. PART 16). THE BONDS MAY NOT BE
OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH
REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT
TO, SUCH REGISTRATION.
THE BONDS, WHEN OFFERED, WILL BE OFFERED AND SOLD OUTSIDE THE UNITED
STATES IN COMPLIANCE WITH REGULATION S, AS SUCH REGULATION IS
INCORPORATED INTO THE COMPTROLLER’S REGULATIONS BY 12 C.F.R. SECTION
16.5(G). THE BONDS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) UNTIL 40
DAYS AFTER COMPLETION OF THE DISTRIBUTION OF BONDS, EXCEPT IN EITHER
CASE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, AS SUCH
REGULATION IS INCORPORATED INTO THE COMPTROLLER’S REGULATIONS BY 12
C.F.R. SECTION 16.5(G). TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM
BY REGULATION S.
THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND
DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA”)
AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE
2(1)(E) OF THE PROSPECTUS DIRECTIVE (“QUALIFIED INVESTORS”). FOR
THESE PURPOSES, THE EXPRESSION “PROSPECTUS DIRECTIVE” MEANS
DIRECTIVE 2003/71/EC, AS AMENDED.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED
WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS,
AS AMENDED (“MIFID II”); (B) ARTICLES 9 AND 10 OF COMMISSION
DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL
IMPLEMENTING MEASURES (TOGETHER, THE “MIFID II PRODUCT GOVERNANCE
REQUIREMENTS”), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER
ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR
THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY
OTHERWISE HAVE WITH RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO A
PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET
MARKET FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS
ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR
DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL
CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR
RECOMMENDING THE BONDS (A “DISTRIBUTOR“) SHOULD TAKE INTO
CONSIDERATION THE MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A
DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN
TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR
REFINING THE MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND DETERMINING
APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF
ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY
OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT
CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE
PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP
OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION
WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE
AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE
TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR
MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED
IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE
MEANING OF DIRECTIVE 2002/92/EC, WHERE THAT CUSTOMER WOULD NOT QUALIFY
AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF
MIFID II. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY
REGULATION (EU) NO 1286/2014, AS AMENDED (THE “PRIIPS REGULATION“)
FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO
RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR
SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL
INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING
THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN
THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING
DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I)
WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER”)
AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE
ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL
SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”).
THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED
KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER
STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT
QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE
UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE
UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA
(OTHER THAN THE UNITED KINGDOM).
ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE
BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER’S
AND THE COMPANY’S PUBLICLY AVAILABLE INFORMATION. NEITHER THE SOLE
BOOKRUNNER NOR ANY OF ITS AFFILIATES ACCEPT ANY LIABILITY ARISING FROM
THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR
COMPLETENESS OF, THIS PRESS RELEASE OR THE ISSUER’S AND THE COMPANY’S
PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS
RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE
EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST
BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE SHARES
NOTIONALLY UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE “SECURITIES”).
NEITHER OF THE ISSUER NOR THE SOLE BOOKRUNNER MAKES ANY REPRESENTATION
AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR,
(II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES
OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE
SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.
THE SOLE BOOKRUNNER IS ACTING ON BEHALF OF THE ISSUER AND NO ONE ELSE IN
CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER
PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE SOLE
BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.
EACH OF THE ISSUER AND THE SOLE BOOKRUNNER AND THEIR RESPECTIVE
AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE,
REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER
AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.
THE BONDS MAY NOT BE PUBLICLY OFFERED IN SWITZERLAND AND WILL NOT BE
LISTED ON THE SIX SWISS EXCHANGE (“SIX”) OR ON ANY OTHER STOCK
EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. THIS PRESS
RELEASE DOES NOT CONSTITUTE A PROSPECTUS WITHIN THE MEANING OF, AND HAS
BEEN PREPARED WITHOUT REGARD TO THE DISCLOSURE STANDARDS FOR ISSUANCE
PROSPECTUSES UNDER ART. 652A OR ART. 1156 OF THE SWISS CODE OF
OBLIGATIONS OR THE DISCLOSURE STANDARDS FOR LISTING PROSPECTUSES UNDER
ART. 27 FF. OF THE SIX LISTING RULES OR THE LISTING RULES OF ANY OTHER
STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. NEITHER
THIS PRESS RELEASE NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING
TO THE BONDS OR THE OFFERING MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE
MADE PUBLICLY AVAILABLE IN SWITZERLAND. NEITHER THIS PRESS RELEASE NOR
ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE OFFERING, THE
ISSUER, OR THE BONDS HAVE BEEN OR WILL BE FILED WITH OR APPROVED BY ANY
SWISS REGULATORY AUTHORITY. IN PARTICULAR, THIS PRESS RELEASE WILL NOT
BE FILED WITH, AND THE OFFER OF BONDS WILL NOT BE SUPERVISED BY, THE
SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY FINMA (FINMA), AND THE
OFFER OF BONDS HAS NOT BEEN AND WILL NOT BE AUTHORISED UNDER THE SWISS
FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES (“CISA“). THE
INVESTOR PROTECTION AFFORDED TO ACQUIRERS OF INTERESTS IN COLLECTIVE
INVESTMENT SCHEMES UNDER THE CISA DOES NOT EXTEND TO ACQUIRERS OF BONDS.
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