ADCB FINANCE (CAYMAN) LIMITED Issue of U.S.$220,000,000 ... 券承銷公告/2017...

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Transcript of ADCB FINANCE (CAYMAN) LIMITED Issue of U.S.$220,000,000 ... 券承銷公告/2017...

  • ADCB FINANCE (CAYMAN) LIMITED

    Issue of U.S.$220,000,000 Multi-Callable Zero Coupon Notes due 2047 (the "Notes")

    unconditionally and irrevocably guaranteed by

    ABU DHABI COMMERCIAL BANK PJSC

    under the U.S.$9,000,000,000

    Global Medium Term Note Programme

    Issue Price: 100 per cent. of the Aggregate Nominal Amount

    Issue Date: 29 September 2017 This information package includes: (i) the base prospectus dated 22 February 2017 ( the "Base Prospectus") and (ii) the Final Terms dated 15 September 2017 relating to the Notes (the "Final Terms", together with the Base Prospectus, the "Information Package"). The Notes will be issued by ADCB Finance (Cayman) Limited. Application will be made by the Issuer for the Notes to be listed on the Taipei Exchange (the "TPEx") in the Republic of China (the "ROC"). The Notes will be traded on the TPEx pursuant to the applicable rules of the TPEx. The effective date of listing and trading of the Notes is on or about 29 September 2017. TPEx is not responsible for the content of the Information Package and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of the Information Package and any supplement or amendment thereto. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Information Package and any supplement or amendment thereto. Admission to the listing and trading of the Notes on the TPEx shall not be taken as an indication of the merits of the Issuer or the Notes. The Notes have not been, and shall not be, offered, sold or re-sold, directly or indirectly to investors other than "professional institutional investors" as defined under Paragraph 2, of Article 4 of the Financial Consumer Protection Act of the ROC, which currently includes: (i) overseas and domestic banks, securities firms, futures firms and insurance companies (excluding insurance agencies, insurance brokers and insurance surveyors), the foregoing as further described in greater detail in Paragraph 3 of Article 2 of the Organisation Act of the Financial Supervisory Commission; (ii) overseas and domestic fund management companies, government investment institutions, government funds, pension funds, mutual funds, unit trusts, and funds managed by financial service enterprises pursuant to the ROC Securities Investment Trust and Consulting Act, the ROC Future Trading Act or the ROC Trust Enterprise Act or investment assets mandated and delivered by or transferred for trust by financial consumers; and (iii) other institutions recognised by the Financial Supervisory Commission of the ROC. Purchasers of the Notes are not permitted to sell or otherwise dispose of the Notes except by transfer to the aforementioned professional institutional investors.

    Lead Manager

    MasterLink Securities Corporation

    Manager

    E. SUN Commercial Bank, Limited

  • 206187-4-9-v11.0 75-40643366

    IMPORTANT NOTICE

    THE ATTACHED BASE PROSPECTUS MAY NOT BE DISTRIBUTED DIRECTLY OR

    INDIRECTLY IN OR INTO THE UNITED STATES AND IS AVAILABLE ONLY TO INVESTORS

    WHO ARE NON-U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES

    ACT (AS DEFINED BELOW)) OUTSIDE OF THE UNITED STATES.

    IMPORTANT: You must read the following before continuing. The following applies to the attached

    base prospectus (the "Base Prospectus") following this notice, and you are therefore advised to read this

    carefully before reading, accessing or making any other use of the attached Base Prospectus. In accessing

    the attached Base Prospectus, you agree to be bound by the following terms and conditions, including any

    modifications to them any time you receive any information from the Issuer, the Guarantor, the Arranger

    and the Dealers (each as defined in the attached Base Prospectus) as a result of such access.

    NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER TO SELL OR A

    SOLICITATION OF AN OFFER TO BUY THE SECURITIES IN THE UNITED STATES OR IN ANY

    JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. NEITHER THE SECURITIES NOR THE

    GUARANTEE DESCRIBED IN THE ATTACHED BASE PROSPECTUS HAVE BEEN, NOR WILL

    BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE

    "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR OTHER

    JURISDICTIONS NOR MAY THEY BE OFFERED OR SOLD WITHIN THE U.S. OR TO, OR FOR

    THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED UNDER REGULATION S

    UNDER THE SECURITIES ACT ("REGULATION S")), EXCEPT PURSUANT TO AN

    EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION

    REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE OR LOCAL

    SECURITIES LAWS.

    THE ATTACHED BASE PROSPECTUS IS NOT BEING DISTRIBUTED TO, AND MUST NOT BE

    PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. RATHER, THE

    COMMUNICATION OF THE ATTACHED BASE PROSPECTUS AS A FINANCIAL PROMOTION

    IS ONLY BEING MADE TO THOSE PERSONS 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

    (THE "ORDER") OR HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY

    LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE

    ORDER (EACH SUCH PERSON BEING REFERRED TO AS A "RELEVANT PERSON"). THIS

    COMMUNICATION IS BEING DIRECTED ONLY AT RELEVANT PERSONS AND ANY

    INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS COMMUNICATION RELATES

    WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. NO PERSON OTHER THAN A

    RELEVANT PERSON SHOULD RELY ON IT.

    THE ATTACHED BASE PROSPECTUS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY

    OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY

    FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE ATTACHED BASE

    PROSPECTUS IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS

    DIRECTIVE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE

    LAWS OF OTHER JURISDICTIONS. IF YOU HAVE GAINED ACCESS TO THIS TRANSMISSION

    CONTRARY TO ANY OF THE FOREGOING RESTRICTIONS, YOU ARE NOT AUTHORISED

    AND WILL NOT BE ABLE TO PURCHASE ANY OF THE SECURITIES DESCRIBED THEREIN.

    CONFIRMATION OF YOUR REPRESENTATION: By accessing the attached Base Prospectus you

    confirm to us that: (i) you understand and agree to the terms set out herein; (ii) you consent to delivery of

    the attached Base Prospectus and any amendments or supplements thereto by electronic transmission; (iii)

    you will not transmit the attached Base Prospectus (or any copy of it or part thereof) or disclose, whether

    orally or in writing, any of its contents to any other person; and (iv) you acknowledge that you will make

    your own assessment regarding any credit, investment, legal, taxation or other economic considerations

    with respect to your decision to subscribe or purchase any of the Notes (as defined in the attached Base

    Prospectus). In order to be eligible to view the attached Base Prospectus or make an investment decision

    with respect to the Notes, an investor must be a person that is outside the United States and is not a U.S.

    person (within the meaning of Regulation S under the Securities Act). The attached Base Prospectus is

    being sent at your request and by accepting the e-mail and accessing the attached Base Prospectus, you

  • 206187-4-9-v11.0 75-40643366

    shall be deemed to have represented to us that: (1) you and any customers you represent are non-U.S.

    persons within the meaning of Regulation S outside the United States; and (2) you are a person who is

    permitted under applicable law and regulation to receive the attached Base Prospectus.

    You are reminded that the attached Base Prospectus has been delivered to you on the basis that you are a

    person into whose possession the attached Base Prospectus may be lawfully delivered in accordance with

    the laws of the jurisdiction in which you are located and you may not, nor are you authorised to, deliver

    the attached Base Prospectus to any other person. Failure to comply with this directive may result in a

    violation of the Securities Act or the applicable laws of other jurisdictions.

    The attached Base Prospectus does not constitute, and may not be used in connection with, an offer or

    solicitation in any place where offers or solicitations are not permitted by law. If a jurisdiction requires

    that an offering of securities described herein be made by a licensed broker or dealer and the Arranger

    and the Dealers or any affiliate of the applicable Arranger or the Dealers is a licensed broker or dealer in

    that jurisdiction, the offering shall be deemed to be made by such Arranger or Dealer or such affiliate on

    behalf of the Issuer or holders of the applicable securities in such jurisdiction.

    Under no circumstances shall the attached Base Prospectus constitute an offer to sell or the solicitation of

    an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer,

    solicitation or sale would be unlawful. Recipients of the attached Base Prospectus who intend to subscribe

    for or purchase the Notes are reminded that any subscription or purchase may only be made on the basis