ADCB FINANCE (CAYMAN) LIMITED Issue of U.S.$220,000,000 ... 券承銷公告/2017...
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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.
MasterLink Securities Corporation
E. SUN Commercial Bank, Limited
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
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
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