Fixed Income New Issue: Polyus Finance 7yr USD
Investment Advisory & Sales (IAS) – Fixed Income 7 October 2021
- High Yield
- Make whole call
- Multiple Credit SupportLoss-absorption feature(s):
- Not applicable
HKEX Chapter 37 listing: No
Product risk rating:
Important InformationThis product may only be offered: (i) in Hong Kong, to qualified Private Banking Customers and Professional Investors (as defined under the Securities and Futures Ordinance); (ii) in Singapore, to Accredited Investors (as defined under the Securities and Futures Act); and (iii) in the Dubai International Financial Center, to Professional Clients (as defined under the Dubai Financial Services Authority rules). No other person should act on the contents of this document.Do NOT invest in this product unless you fully understand and are willing to assume the risks associated with it. If you have any doubt, you should seek independent professional financial, tax and/or legal advice as you deem necessary.Please carefully read and make sure that you understand all Risk Disclosures, Selling Restrictions, and Disclaimers. This document must be read together with the relevant Prospectus and Offering Documents.The Bank will act as principal in the contracts or transactions relating to this product.
Indicative AR: 60%
(assuming concentration <20% of adjusted portfolio)This advance ratio is indicative and for reference only. It is non-binding and subject to change without prior notice at Bank’s discretion. The Bank reserves the discretion to refuse to enter into any transactions and/or provide leverage in relation to this product.This is not an offer or a solicitation to deal in the products referred to herein or to apply for leverage or credit facilities. It is not an advice or a recommendation to use leverage or borrowed funds with respect to such financial products.
You should independently evaluate each financial product and consider the suitability of such financial product, taking into account your specific investment objectives, investment experience, financial situation and/or particular needs.
Terms of issue
Issuer: Polyus Finance Plc Guarantors: PJSC Polyus and JSC Polyus Krasnoyarsk Group’s ratings: Baa3 Stable (Moody’s) / BB+ Stable (S&P) / BB+ Stable (Fitch) Exp. Issue ratings Baa3 (Moody’s) / BB+ (Fitch) Form of notes: Senior unsecured guaranteed notes Format: Reg S/144A Issue size: US$ benchmark Maturity: 7 years (14 October 2028) Settlement: 14-Oct-21 IPTs: 3.5%-3.625% Use of proceeds: Finance the concurrent tender offers of the 2022, 2023 and 2024 notes, with the remaining proceeds (if any) for general corporate purposes Call options: MWC, 3m par call, clean-up call Tender participants: Please state your “Allocation Codes” when expressing interest Denoms: 200k+1k Listing: Vienna MTF Governing law: English Law Sole GloCo and Books: J.P. Morgan (B&D) JLMs and Books: Gazprombank, Raiffeisen Bank International, Renaissance Capital, SberCIB and VTB Capital Timing: Books open, today’s business
Please refer to the Prospectus to ensure that you are eligible for this productFor Preliminary Prospectus Click Here
Company / Issuer description
The Group is the largest gold mining group in Russia by both production and reserves, according topublicly available reports. Based on publicly available 2020 results, the Group was the fourth largestgold company globally in terms of production and the largest in terms of attributable gold reserves(including Sukhoi Log). Based on the first six months of 2021 results, the Group is the third largestgold producer in terms of production, according to publicly available reports. From 2007 to 2020, the Group’s gold production has increased at a compound annual growth rate (“CAGR”) of 6.5 per cent to 2,766 thousand ounces in 2020, principally as a result of launching production at the Blagodatnoye, Verninskoye, Natalka, and Titimukhta deposits and introducing targeted optimisation and debottlenecking projects at each of its mines.In the six months ended 30 June 2021, the Group had total gold sales of US$2,247 million, totalrevenue of US$2,273 million and profit for the period of US$1,093 million, and, as at 30 June 2021,total assets of US$7,726 million and total equity of US$2,877 million. The Group’s Adjusted EBITDA was US$1,638 million in the six months ended 30 June 2021. In 2020, the Group had total gold sales of US$4,956 million, total revenue of US$4,998 million and profit for the period of US$1,646 million, and, as at 31 December 2020, total assets of US$7,295 million and total equity of US$2,446 million. The Group’s Adjusted EBITDA was US$3,690 million in 2020. In 2019, the Group had total gold sales of US$3,965 million, total revenue of US$4,005 million and profit for the period of US$1,944 million, and, as at 31 December 2019, total assets of US$8,327 million and total equity of US$1,913 million. The Group’s Adjusted EBITDA was US$2,680 million in 2019. In 2018, the Group had total gold sales of US$2,876 million, total revenue of US$2,915 million and profit for the year of US$474 million, and, as at 31 December 2018, total assets of US$6,023 million and a total equity of US$450 million. The Group’s Adjusted EBITDA was US$1,865 million in 2018.Source: Prospectus
Is the issue covered independently by BOS Research Team? Yes
For HK regulated accounts
- If the issue has any complex feature, it is a complex product;
- If the issue has any loss absorption feature, it is a loss absorption product;
- All loss absorption products are complex products.
Disclaimer & risk disclosure
IAS Trading Advisory DisclosureThe time frame of a Trading Buy is 6 months and the stop loss is set at 10%.
Deviation to the standard charges set out below will be handled on a case by case basis subject to negotiation.Primary Market Bond: Up to 1% of the notional amount unless otherwise specifiedSecondary Market Bond: Up to 2% of the notional amount unless otherwise specifiedRebate for Primary Market Bonds: Up to 1% of the notional amount (to be received from Issuer). For certain issues, the sales note will include the exact rebate, expressed in percentage terms.
Key RisksThe information in this section cannot disclose everything about the nature and risks of the abovementioned product. This section is intended to summarise some of the risks associated with such investments, but does not purport to be an exhaustive list, nor should it be regarded as offering advice on the suitability of these investments for you. Please consider the product’s objectives, risks, and charges and expenses and read the Prospectus, termsheet or such equivalent documentation carefully before investing. The Prospectus, termsheet or such equivalent documentation for should include a full description of the relevant risks as well as other risks that may be associated with the product.Risk Ratings(1) Very Low Downside Risk, (2) Low Downside Risk, (3) Moderate Downside Risk, (4) High Downside Risk, (5) Very High Downside RiskThe description of risks below or otherwise in this document does not purport to be an exhaustive list of the risk factors associated with the investment in the financial products mentioned in this document. Prospective Investor should read the offering documents relating to the products and consider all risks carefully prior to investing in the products and consult an independent financial adviser as necessary before dealing with any financial products mentioned in this document.Commission and Other Charges – Before a trade is initiated, the investor should refer to the bank’s Schedule of Fees and Charges and obtain a clear explanation of all commission, fees and other charges for which the investor will be liable. These charges affect investor’s net profit (if any) or increase the loss.General Risks of BondsMacroeconomic Risk – The value of a bond may be severely impacted by economic cycles, as a severe economic downturn may impair the ability of the Issuer to fulfill its payment obligations. In such conditions, investors should note that market values of high-yield bonds typically fall more than that of investment grade bonds, as the market becomes more risk averse to credit risk of the Issuer.Market Risk – The value of the bond(s) can fluctuate due to a lot of factors. Amongst them are supply and demand of the bond(s), interest rates, expected inflation rates, leverage factor (if any), macroeconomic conditions, and the remaining time to maturity.Changes in the value of the bond(s) can be unpredictable, sudden, extreme, and are affected by one or more of the factors mentioned above. Investors may suffer losses owing to the market movements, if they decide to unwind their position prior to the maturity date.Past performance is not indicative of future performance. The indicative valuation can go down as well as up. Investor must not place sole reliance on any historical information of the performance of the underlying asset(s) or the Product herein.Investor should note that the payoff of the derivatives may not be linear to the underlying asset. Investor could suffer a loss from his/her position owing to the unwinding cost even though the currency moves in a favorable direction.Sovereign Risk – Currencies are effectively credit notes against the country of the currency. The government of a country or a bloc of countries may unilaterally declare restrictions or events on a currency that would lead to a situation where the investor may not be able to liquidate their currency holdings and may sustain substantial losses.Currency Risk – The profit or loss in transactions for Products denominated in a currency, other than the base currency of the investor (whether they are traded in your own or another jurisdiction) will be affected by fluctuations in currency rates, when there is a need to convert from the currency denomination of the contract to another currency.RMB Investment Risk – Where the product is denominated in offshore RMB (also known as CNH) or linked to underlying(s) denominated in CNH, investor should note that the product may be exposed to additional risks related to RMB, as follows:a) The RMB FX market, loan/deposit availability & products can be illiquid. This is especially the case as the offshore RMB is not readily transferable into the larger on-shore RMB market.b) The regulatory environment of the RMB market is changing rapidly. Regulatory changes can impact product liquidity, prices and currency convertibility.c) Like any currency, the exchange rate of RMB may rise or fall. The fluctuation in the exchange rate of RMB may result in losses. Further, RMB is subject to conversion restrictions and foreign exchange controls.d) RMB products which are not denominated in RMB or with underlying investment not RMB denominated will be subject to multiple currency conversion costs in making and liquidating the investment, as well as the RMB exchange rate fluctuations and bid/offer spreads when assets are sold to meet redemption requests and other capital requirements (e.g. settling operation expenses).e) For RMB products that do not have access to invest directly in Mainland China (e.g. funds invest in offshore RMB debt securities), their available choice of underlying investments denominated in RMB outside Mainland China may be limited, and such limitation may adversely affect the return and performance of the RMB products.f) For RMB products with a significant portion of non-RMB denominated underlying investments, there is a possibility of not receiving the full amount in RMB upon redemption, if the issuer is not able to obtain sufficient amount of RMB in a timely manner due to the exchange controls and restrictions applicable to the currency.Liquidity Risk – A systematic secondary market for the Product may not be available. The counterparty does not have the obligation to make a secondary market for the sale and purchase of the Product. Early redemption / close-out of the Product prior to its expiry date may result in significant unwind costs. As a result of all of these factors, the Investor may receive an amount in the secondary market which may be less than the then intrinsic market value of the Product and which may also be less than the amount the Investor would have received had the Investor held the Product through to maturity. Investor must be prepared to hold the Product until the redemption or maturity of the Product, and should not make an investment in the Product if they do not intend to invest for their full term.Credit Risk (Issuer) – Investor has no rights of ownership in the underlying asset(s) referenced by the Product and there is no assurance that the initial investment amount will be repaid at maturity as the investor will be exposed to the Credit Risk of the Issuer. A Structured Product constitutes general and unsecured obligations of the Issuer and will rank equally with other unsecured obligations of the Issuer. Hence, if the Issuer becomes insolvent or defaults on its obligations under the Product, the payment of sums due on the Product may be substantially reduced, delayed, or not paid at all. In the worst case, investor could suffer a total loss of the investment amount in the Product and any potential profit that would have been made from the Product, even though the underlying asset(s) is performing in the direction and/or magnitude that is expected. The rating of the Issuer by the rating agencies reflects the independent opinion of such relevant rating agencies and the rating is not a guarantee of the Issuer’s credit quality.Credit Risk (Counterparty) – The redemption value of a Product depends on the ability of the Counterparty to fulfill its payment obligations under the Product. Hence, if the Counterparty becomes insolvent or defaults on its obligations under the Product, the payment of sums due on the Product may be substantially reduced, delayed, or not paid at all. In the worst case, investor could suffer a total loss of the investment amount and any potential profit that would have been made from the exercise of the Product.Credit Risk (Credit rating) – The credit rating by the rating agencies reflects the independent opinion of such relevant rating agencies and the rating is not a guarantee of credit quality. It is not necessarily an indication of liquidity or volatility and may be downgraded if the credit quality of the relevant quality of the relevant entity or asset or obligation declines.Early Termination / Reinvestment Risk – Early termination of the Product is at the sole and absolute discretion of the Issuer:a) The Issuer/Bank has the right to terminate the Product early upon occurrence of certain events, such as, but not limited to, illegality and force majeure.b) The Issuer/Bank may agree for the investor to terminate the Product prior to maturity but is under no obligation to do so.Investor should note that he/she may not be able to reinvest the amounts received in other suitable Products with returns as favorable as that of the pre-existing Product. Any repurchase price may be significantly less than the principal amount invested in the Product. Investor is advised to contact their respective Relationship Managers or Investment Counselors for more information on the events that lead to early termination, when required.Hedging Risk – On or prior to and after the Trade Date, the Issuer, through its affiliates or others, will likely hedge its anticipated exposure under the Product by taking positions in the underlying asset, in option contracts on the underlying asset or positions in any other available securities or instruments. In addition, the Issuer and its affiliates trade the underlying asset as part of their general businesses. Any of these activities could potentially affect the value of the underlying asset, and accordingly, could affect the payout to Investors on the Product.Other RisksSettlement Risk – Certain settlement disruption events may occur to restrict the ability of the Issuer or the Counterparty to deliver the terms of a contract at the time of fixing and/or settlement. A settlement may be processed by clearing system(s), custodians and other third parties across different time zones; hence, any payment or physical delivery of the underlying asset(s) may not be immediately available on the specified dates during local business hours and there will be no interest payable in the event of such delay. Investor should note that the Issuer has a sole discretion and may opt for cash settlement in whole or in part for Product that is redeemable by physical delivery of the underlying asset(s).Commission and Other Charges – Before a trade is initiated, the investor should refer to the bank’s Schedule of Fees and Charges and obtain a clear explanation of all commission, fees and other charges for which the investor will be liable. These charges affect investor’s net profit (if any) or increase the loss.Terms and Conditions of Contracts – The investor should understand the terms and conditions of the specific Products which he/she is trading and associated obligations (e.g. the circumstances under which the investor may become obliged to make or take delivery of the underlying interest of a contract and, in respect of the Products, expiration dates and restrictions on the time for exercise). Under certain circumstances the specifications of outstanding contracts (including the exercise price of an option embedded in the Product) may be modified by the counterparty, or the exchange / clearing house to reflect changes in the underlying interest.Event Risk – Upon the occurrence of certain events, the Issuer may determine the appropriate adjustment to terms and condition of the Products in their sole and absolute discretion. Such events include the occurrence of potential adjustment events, delisting, merger, nationalization, insolvency, tender offer, and additional disruption events. Any such adjustments may have an adverse impact on the payment and return under the Product.Additional Risks associated with BondsRisks associated with High Yield Bonds / Debt Securities – High Yield Bonds or debt securities (with ratings at or below BB+/Ba1) carry higher risk since they are rated below investment grade, or could be unrated, which implies a higher risk of Issuer default. Further, the risk of rating downgrades is higher for High Yield Bonds in comparison to investment grade bonds. The Investor will also be exposed to the risk associated with investment in bonds/debt securities in general, such as, but not limited to, Default Risk, Credit Risk, Market Risk, Inflation Risk, and Interest Rate Risk. Investor should note that in addition of the risk associated with investment in bonds/debt securities in general, high-yield bond/debt securities may be subject to additional risks as follows:a) Vulnerability to economic cycles – During economic downturns High Yield Bonds typically fall more in value than investment grade bonds as (i) investors become more risk averse and (ii) default risk rises;b) Higher credit risk - Lower rated, higher yielding debt securities, are subject to greater market and credit risks than higher rated securities. Generally, lower rated securities pay higher yields than more highly rated securities to compensate Investors for the higher risk. The lower ratings of such securities reflect the greater possibility that adverse changes in the financial condition of the issuer, or rising interest rates, may impair the ability of the issuer to make payments to holders of the securities.Risks associated with Callable / Putable Bonds – Callable Bonds have embedded call options which may be exercised by the Issuer, while Putable Bonds have embedded put options which may be exercised by the investor. These events may result in early unscheduled return of principal on bonds. Investors should note that the Investor may not able to reinvest the amounts received, into other suitable bonds with returns as favorable as that of the pre-existing bonds.Risks associated with Perpetual Bonds – Perpetual Bonds have no maturity date and pay a steady stream of interest rate forever. Thus these types of bonds usually have a particularly high duration and are very susceptible to fluctuations in interest rates as compared to normal bonds. Investors should note that the interest pay-out of these types of bonds depends on the viability of the issuer in the long term. Perpetual Bonds generally have no maturity date, a steady stream of interest rate, lower liquidity and many different technical features. Investors need to exercise caution in dealing with such Perpetual Bonds.Risks associated with Convertible Bonds – Convertible Bonds give the bondholder an option to convert the notional of the bonds into common stock at a predetermined strike price. The Investor may be exposed to a risk profile that closely resembles that of common stock. Investors should note that they are subject to investment risks of both common stock and bonds.Risks associated with Contingent Capital / Convertible Bonds – Contingent capital / convertible bonds have a contingent write down or loss absorption or conversion feature that allow the bonds to be written off, fully or partially, or converted to other type of assets on the occurrence of a trigger event. The Investor may be exposed to a higher Issuer credit risk in general and may lose the value of their investment substantially as a result of occurrence of the trigger event.Risks associated with Extendable Bonds – Extendable Bonds have extendable maturity dates and investors would not have a definite schedule of principal repayment.Risks associated with Variable-Rate Bonds – Variable-rate bonds have variable and/or deferral of interest payment terms and investors would face uncertainty over the amount and time of the interest payments to be received.Risks associated with Subordinated Bonds – Subordinated Bonds have subordinated ranking and in the event of liquidation or insolvency of the Issuer, investors would only be entitled to be paid after other senior creditors are paidBearer certificate of deposits (Hong Kong booked accounts only) – It is not a protected deposit and is not protected by the Deposit Protection Scheme in Hong Kong.QFII and RQFII Risk FactorsRisks relating to Investments in the China Market – The Investor may also be subject to risks specific to the China market. Any significant change in mainland China’s political, social or economic policies may have a negative impact on investments in the China market. The regulatory and legal framework for capital markets in mainland China may not be as well developed as those of developed countries. There is no assurance that any investment will not be subject to stricter rules and restrictions due to a change in the current regulations. Chinese accounting standards and practices may deviate significantly from international accounting standards. The settlement and clearing systems of the Chinese securities markets may not be well tested and may be subject to increased risks of error or inefficiency. Investors should also be aware that changes in mainland China’s taxation legislation could affect the amount of income which may be derived, and the amount of capital returned, from investments.China – Risks Regarding RQFII Status and RQFII Quota – Investors should note that the investments in China may be made through a broker’s or custodian bank’s Qualified Foreign Institutional Investors (“QFII”) or Renminbi Qualified Foreign Institutional Investor (“RQFII”) quota. QFII or RQFII status may be suspended or revoked and that this may adversely affect the Investor by requiring the broker or custodian to dispose of its securities holdings. Investors should note that there can be no assurance that the broker or custodian will continue to maintain their QFII/RQFII status or to make available their QFII/RQFII quota. Investors should also note that they may not be allocated a sufficient portion of the QFII/RQFII quota from the broker or custodian and that redemption requests may not be processed in a timely manner due to adverse changes in relevant laws or regulations. The broker or custodian may in their discretion allocate the QFII/RQFII quota which may otherwise have been available to the Investor to other products. Such restrictions may result in a rejection of subscription applications and a suspension of dealings of the Investor. In extreme circumstances, the Investor may incur significant losses due to the insufficiency of the RQFII quota, its limited investment capabilities, or its inability to fully implement or pursue its investment objective or strategy, due to QFII/RQFII investment restrictions, the illiquidity of the Chinese domestic securities market, and/or delay or disruption in the execution of trades or in the settlement of trades. The rules and restrictions under QFII/RQFII regulations generally apply to the broker or custodians (in their capacity as a QFII/RQFII) as a whole. The State Administration of Foreign Exchange (SAFE) is vested with the power to impose regulatory sanctions if the RQFII or the RQFII custodian (i.e. in the Company’s case, being the China Custodian) violates any provision of the applicable rules and regulations issued by SAFE (“SAFE Rules”).RISKS RELATING TO BULLION LINKED TRANSACTIONSPOLITICAL AND ECONOMIC RISKSBase metals, such as copper, lead zinc, tin, nickel and aluminum and bullion such as gold, silver, platinum and palladium are often produced in emerging market countries and used by industrialised nations. These emerging market countries are more exposed to the risk of swift political change and economic downturns than their industrialised counterparts. There can be no assurance that future political changes will not adversely affect the economic conditions of an emerging market country. Political or economic instability may affect investor confidence, which could in turn have a negative impact on the value of such commodities.PRICE SOURCESBOS as the Calculation Agent may on any day be unable to determine a commodity reference price or a bullion reference price from the price source, due to market conditions including but not limited to (i) market volatility; (ii) market liquidity (as discussed below); (iii) regulatory or artificial market limitations; and (iv) the occurrence of a market disruption event. In these circumstances, BOS as the Calculation Agent will make the relevant determinations applicable to the relevant transaction.SINGLE COMMODITY PRICES TEND TO BE MORE VOLATILE THAN, AND MAY NOT CORRELATE WITH, THE PRICES OF COMMODITIES IN GENERALBase metal prices and bullion prices are highly volatile. Price movements in the kinds of base metals by reference to which BOS will determine a commodity reference price and the types of bullion by reference to which BOS will determine a bullion reference price are influenced by, among other things, interest rates, changing market supply and demand relationships, trade, fiscal, monetary and exchange control programmes and policies of governments, and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies and commodities. Such intervention is often intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations.In relation to any commodity transactions or bullion transactions, you should be aware that due to the volatility of the base metals and precious metals markets, a loss may be incurred from transacting in base metals or bullion. Due to their fluctuating nature, the prices of base metals and bullion may rise or fall beyond your expectations and your investment may increase or decrease in value as a result of selling and purchasing these. Changes in the market price of bullion may not lead to an exact corresponding change in the value of your investments under this transaction. You should also note that neither base metals nor bullion bear interest.INVESTMENTS RELATED TO THE PRICE OF BULLION MAY BE MORE VOLATILE THAN TRADITIONAL SECURITIES INVESTMENTSThe bullion markets are subject to numerous factors that interrelate in complex ways which might cause, increase or reduce price volatility including, but not limited to:
- disruptions in the supply chain, from mining to storage to smelting or refining;
- adjustments to inventory;
- variations in production costs, including storage, labour and energy costs;
- costs associated with regulatory compliance, including environmental regulations;
- changes in industrial, government and consumer demand, both in individual consuming nations and internationally;
- precious metal leasing rates;
- foreign exchange rates;
- level of economic growth and inflation; and
- degree to which consumers, governments, corporate and financial institutions hold any type of physical bullion as a safe haven asset (hoarding) which may be caused by a banking crisis/recovery, a rapid change in the value of other assets (both financial and physical) or changes in the level of geopolitical tension, and as such there is the possibility that a loss will be incurred from an investment or holding in bullion.The relevant precious metal or precious metal reference price could change in value substantially in response to specific precious metals related, interest rate, economic or general market news or developments affecting the precious metal and this could pose a significant event risk.ENTERING INTO THIS TRANSACTION IS NOT THE SAME AS OWNING BULLION OR BULLION-RELATED FUTURES CONTRACTS DIRECTLYThe return on this transaction may not reflect the return you would realize if you actually purchased Bullion, or exchange-traded or over-the-counter instruments based on Bullion. Transactions in bullion on the spot markets are considered “unallocated”, which means that credit balances are backed by the general stock of the bullion dealer who has the gold or silver, and debit balances represent the indebtedness of the client to the bullion dealer. A position in bullion (such as gold denominated in XAU or silver denominated in XAG) is not an entitlement to specific bars of gold or silver and BOS shall neither take hold of nor deliver gold physically to you. You will not have any rights that holders of such assets or instruments have. You should therefore determine whether any gold investment is suitable for you in the light of your investment objectives, your financial means and your risk profile.THE MARKET PRICE OF GOLD WILL AFFECT THE VALUE OF THE TRANSACTIONApplicable to gold linked transactions only. Because the transaction is linked to the performance of the price of Gold, we expect that generally the market value of the transaction will depend in large part on the market price of Gold. The price of gold is primarily affected by the global demand for and supply of gold. The market for gold bullion is global, and gold prices are subject to volatile price movements over short periods of time and are affected by numerous factors, including macroeconomic factors such as the structure of and confidence in the global monetary system, expectations regarding the future rate of inflation, the relative strength of, and confidence in, the U.S. dollar (the currency in which the price of gold is usually quoted), interest rates, gold borrowing and lending rates, and global or regional economic, financial, political, regulatory, judicial or other events. Gold prices may be affected by industry factors such as industrial and jewelry demand as well as lending, sales and purchases of gold by the official sector, including central banks and other governmental agencies and multilateral institutions which hold gold. Additionally, gold prices may be affected by levels of gold production, production costs and short-term changes in supply and demand due to trading activities in the gold market. Investments in Gold are not insured products and are not eligible for deposit insurance / deposit protection scheme coverage.ON THE OBSERVATION DATE, THE GOLD PRICE IS DETERMINED BY THE LBMA, AND THERE ARE CERTAIN RISKS RELATING TO THE GOLD PRICE BEING DETERMINED BY THE LBMAApplicable to gold linked transactions only. If the transaction is linked to the performance of Gold, on the Observation Date or Fixing Date or Valuation Date (as the case maybe), your payment at maturity will be based on the Closing Price of Gold, which will be determined by reference to fixing levels reported by the LBMA. The LBMA is not a regulated entity. If the LBMA should cease operations, or if bullion trading should become subject to a value added tax or other tax or any other form of regulation currently not in place, the role of LBMA price fixings as a global benchmark for the value of Gold may be adversely affected. The LBMA is a principals’ market which operates in a manner more closely analogous to an over-the-counter physical commodity market than regulated futures markets, and certain features of U.S. futures contracts are not present in the context of LBMA trading. The LBMA may alter, discontinue or suspend calculation or dissemination of the official afternoon Gold fixing level in U.S. dollars per troy ounce which could adversely affect the value of the transaction. The LBMA has no obligation to consider your interests in calculating or revising the official afternoon Gold fixing level.HK Listed Bonds (including Chapter 37 bonds) – Admission to the listing and trading of the bond on The Stock Exchange of Hong Kong Limited shall not be taken as an indication of the merits of the issuer or the bond. It does not guarantee that an active secondary market exists or will exist for the bond.HK Code of Banking Practice for BondsAdditional Notice to HK regulated accounts: For trades in Bonds where the Bank acts as an agent, the Bank is as an agent of the third party service provider and the Bond is a product of the third party service provider but not the Bank. In respect of an eligible dispute (as defined in the Terms of Reference for the Financial Dispute Resolution Centre in relation to the Financial Dispute Resolution Scheme) arising between the Bank and the customer out of the selling process or processing of the related transaction, the Bank is required to enter into a Financial Dispute Resolution Scheme process with the customer; however any dispute over the contractual terms of the product should be resolved between directly the third party service provider and the customer.
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It is intended only for the recipient, and may not be published, circulated, reproduced or distributed in whole or in part to any other person without the Bank’s prior written consent.This material is not intended for distribution, publication or use by any person in any jurisdiction outside Singapore, Hong Kong or such other jurisdiction as the Bank may determine in its absolute discretion, where such distribution, publication or use would be contrary to applicable law or would subject the Bank or its related corporations, connected persons, associated persons or affiliates (collectively “Affiliates”) to any licensing, registration or other requirements in such jurisdiction.This material and other related documents or materials have not been reviewed by, registered with or lodged as a prospectus, information memorandum or profile statement with the Monetary Authority of Singapore, the Hong Kong Securities and Futures Commission or any other regulator in any jurisdiction.This material by itself, is not and should not be construed as an offer or a solicitation to deal in any investment product or to enter into any legal relations.This material does not constitute advice (whether financial, legal, accounting, tax or otherwise) on or a recommendation with respect to any investment product, and should not be relied on as advice or a recommendation or for any other purpose. This material has been prepared for and is intended for general circulation. This material does not take into account the specific investment objectives, investment experience, financial situation or particular needs of any particular person. You should independently evaluate the contents of this material, and consider the suitability of any service or product mentioned in this material taking into account your own specific investment objectives, investment experience, financial situation and particular needs. If in doubt about the contents of this material or the suitability of any service or product mentioned in this material, you should obtain independent financial, legal, accounting, tax or other advice from your own financial or other professional advisers, taking into account your specific investment objectives, investment experience, financial situation and particular needs, before making a commitment to obtain any service or purchase any investment product.The Bank and its Affiliates and their respective officers, employees, agents and representatives do not make any express or implied representations, warranties or guarantees as to the accuracy, timeliness, completeness or reliability of the information, data or any other contents of this material. Past performance is not a guarantee or indication of future results. Any forecasts or projections contained in this material is not necessarily indicative of future or likely performance.The Bank forms part of the OCBC Group (being for this purpose Oversea-Chinese Banking Corporation Limited and its subsidiaries, related and affiliated companies). The Bank, OCBC Group, their respective directors and employees (collectively “Related Persons”) may or might have in the future interests in the product(s) or the issuer(s) mentioned in this material. Such interests include effecting transactions in such product(s), and providing broking, investment banking and other financial services to such issuer(s). The Bank, OCBC Group and its Related Persons may also be related to, or receive commissions, fees or other remuneration from, providers of such product(s).This material has not been prepared by research analysts, and the information in this material is not intended, by itself, to constitute independent, impartial or objective research or a recommendation from the Bank and should not be treated as such. Unless otherwise indicated, any reference to a research report or recommendation is not intended to represent the whole report and is not in itself considered a research report or recommendation.Structured deposits, dual currency investments and other investment products are not insured by the Singapore Deposit Insurance Corporation or the Hong Kong Deposit Protection Scheme.This advertisement has not been reviewed by the Monetary Authority of Singapore.The Bank is not licensed as an insurer or insurance broker and its employees and representatives are not registered as insurance agents. The Bank is not licensed to, and will not, provide any advice or recommendation on, or arrange or sell any insurance policy. Upon your request, the Bank may refer you to insurers or insurance brokers for the purchase of insurance policies. When referring you to any such insurer or insurance broker, the Bank will not give advice or provide recommendations on any insurance policy, or arrange any insurance policy for you. The Bank may receive commissions or fees in respect of the insurance policies purchased by you. Any insurance policy referred to in this document is issued by a third-party insurerIf this material pertains to an offer, it may only be offered (i) in Hong Kong, to qualified Private Banking Customers and Professional Investors (as defined under the Securities and Futures Ordinance); (ii) in Singapore to Accredited Investors (as defined under the Securities and Futures Act; and (iii) in the Dubai International Financial Center, to Professional Clients (as defined under the Dubai Financial Services Authority rules). No other persons may act on the contents of the material.Other DisclosuresSingaporeWhere this material relates to securities or securities-based derivatives contracts, this clause applies:This material has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this material and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the securities or securities-based derivatives contracts may not be circulated or distributed, nor may the securities or securities-based derivatives contracts be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified (the “SFA”)) pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA and, where applicable, the conditions specified in Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.Where securities or securities-based derivatives contracts are subscribed or purchased under Section 275 of the SFA by a relevant person which is:(a) a corporation (which is not an accredited investor (as defined in the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,securities (as defined in Section 2(1) of the SFA) or securities-based derivatives contracts (as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the securities or securities-based derivatives contract pursuant to an offer made under Section 275 of the SFA except:(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;(2) where no consideration is or will be given for the transfer;(3) where the transfer is by operation of law;(4) as specified in Section 276(7) of the SFA; or(5) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018 of Singapore.Where this material relates to units of the collective investment scheme, this clause applies:The offer or invitation of the units of the collective investment scheme, which is the subject of this material, does not relate to a collective investment scheme which is authorised under Section 286 of the Securities and Futures Act, Chapter 289 of Singapore, as amended or modified (the “SFA”) or recognised under Section 287 of the SFA. The collective investment scheme is not authorised or recognised by the Monetary Authority of Singapore (the “MAS”) and the units are not allowed to be offered to the retail public. This material and any other document or material issued in connection with the offer or sale is not a prospectus as defined in the SFA and, accordingly, statutory liability under the SFA in relation to the content of prospectuses does not apply, and you should consider carefully whether the investment is suitable for you.This material has not been registered as a prospectus with the MAS. Accordingly, this material, and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the units may not be circulated or distributed, nor may the units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor (as defined in the SFA) pursuant to Section 304 of the SFA, (ii) to a relevant person (as defined in Section 305(5) of the SFA) pursuant to Section 305(1), or any person pursuant to Section 305(2), and in accordance with the conditions specified in Section 305, of the SFA, and where applicable, the conditions specified in Regulation 3 of the Securities and Futures (Classes of Investors) Regulations 2018, or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.Where units are subscribed or purchased under Section 305 of the SFA by a relevant person which is:(a) a corporation (which is not an accredited investor (as defined in the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,securities (as defined in Section 2(1) of the SFA) of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the units pursuant to an offer made under Section 305 of the SFA except:(1) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 305A(3)(i)(B) of the SFA;(2) where no consideration is or will be given for the transfer;(3) where the transfer is by operation of law;(4) as specified in Section 305A(5) of the SFA; or(5) as specified in Regulation 36A of the Securities and Futures (Offers of Investments) (Collective Investment Schemes) Regulations 2005 of Singapore.]
Where this material relates to structured deposits, this clause applies:The product is a structured deposit. Unlike traditional deposits, structured deposits have an investment element and returns may vary. You may wish to seek independent advice from a financial adviser before making a commitment to purchase this product. In the event that you choose not to seek independent advice from a financial adviser, you should carefully consider whether this product is suitable for you.Where this material relates to dual currency investments, this clause applies:The product is a dual currency investment. A dual currency investment product (“DCI”) is a derivative product or structured product with derivatives embedded in it. A DCI involves a currency option which confers on the deposit-taking institution the right to repay the principal sum at maturity in either the base or alternate currency. Part or all of the interest earned on this investment represents the premium on this option.By purchasing this DCI, you are giving the issuer of this product the right to repay you at a future date in an alternate currency that is different from the currency in which your initial investment was made, regardless of whether you wish to be repaid in this currency at that time. DCIs are subject to foreign exchange fluctuations which may affect the return of your investment. Exchange controls may also be applicable to the currencies your investment is linked to. You may incur a loss on your principal sum in comparison with the base amount initially invested. You may wish to seek advice from a financial adviser before making a commitment to purchase this product. In the event that you choose not to seek advice from a financial adviser, you should carefully consider whether this product is suitable for you.Hong KongThis document has not been delivered for registration to the Registrar of Companies in Hong Kong and its contents have not been reviewed by any regulatory authority in Hong Kong. Accordingly: (i) the shares/notes may not be offered or sold in Hong Kong by means of any document other than to persons who are “Professional Investors” within the meaning of the Securities and Futures Ordinance (Cap. 571) of Hong Kong and the Securities and Futures (Professional Investor) Rules made thereunder or in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance; and (ii) no person may issue any invitation, advertisement or other document relating to the shares/notes whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the shares/notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “Professional Investors” within the meaning of the Securities and Futures Ordinance and the Securities and Futures (Professional Investor) Rules made thereunder.Where this material relates to a Complex Product, this clause applies:Warning Statement and Information about Complex Product(Applicable to accounts managed by Hong Kong Relationship Manager)– Investor should exercise caution in relation to Complex Products;– Investor should take note that the past performance of a Complex Product is not indicative of future performance;– All Complex Products offered by the Bank are only available to Professional Investors (except for derivative fund without loss absorption features which have been authorized by the SFC and listed derivatives); and– All Complex Products are not principal protected
Where this material relates to a Complex Product – Funds and ETFs, this clause applies additionally:– For Complex Products where offering documents or information provided by the issuer have not been reviewed by the SFC, investors should exercise caution in relation to the offer and take note that such offering documents have not been reviewed by the SFC;– For Complex Products described as having been authorised by the SFC, investors should take note that the authorisation does not amount to an official recommendation and that the SFC’s authorisation is not a recommendation or endorsement of that Complex Product nor does it guarantee the commercial merits of that Complex Product or its performance.Where this material relates to a Complex Product (Options and its variants, Swap and its variants, Accumulator and its variants, Reverse Accumulator and its variants, Forwards), this clause applies additionally:– Investor may incur losses which exceed the amount investedWhere this material relates to a Loss Absorption Product, this clause applies:Warning Statement and Information about Loss Absorption Products(Applicable to accounts managed by Hong Kong Relationship Manager)Before you invest in any Loss Absorption Product (as defined by the Hong Kong Monetary Authority), please read and ensure that you understand the features of a Loss Absorption Product, which may generally have the following features:
- The product is subject to the risk of being written down or converted to ordinary shares (as the case may be);
- The contingent write-down or conversion may happen upon certain circumstances (e.g. at the point of non-viability or the capital ratio falls to a specified level), and the product may potentially result in a substantial loss;
- The product is a high risk transaction and a Complex Product, as the circumstances in which the product may be required to bear loss are difficult to predict and ex ante assessments of the quantum of loss will also be highly uncertain;
- The product is targeted at professional investors only and is generally not suitable for retail clients;
- The credit ranking of the product is usually subordinated. In the event of liquidation or insolvency of the issuer, investors would only be entitled to be paid after other senior creditors are paid and this may result in a substantial loss of the amount invested.Where this material relates to a certificate of deposit, this clause applies:It is not a protected deposit and is not protected by the Deposit Protection Scheme in Hong Kong.Where this material relates to a structured deposit, this clause applies:It is not a protected deposit and is not protected by the Deposit Protection Scheme in Hong Kong.Where this material relates to a structured product, this clause applies:This is a structured product which involves derivatives. Do not invest in it unless you fully understand and are willing to assume the risks associated with it. If you are in any doubt about the risks involved in the product, you may clarify with the intermediary or seek independent professional advice.
Dubai International Financial CenterWhere this material relates to securities, securities-based derivatives, dual currency investments or structured deposits, this clause applies:The Distributor represents and agrees that it has not offered and will not offer the product to any person in the Dubai International Financial Centre unless such offer is:
- an “Exempt Offer” in accordance with the Market Rules of the Dubai Financial Services Authority (the “DFSA”); and
- made only to persons who meet the Professional Client criteria set out in Rule 2.3.1 of the DFSA Markets Rules.The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers.The DFSA has not approved the Information Memorandum or taken steps to verify the information set out in it, and has no responsibility for it.The product to which this document relates may be illiquid and/or subject to restrictions in respect of their resale. Prospective purchasers of the products offered should conduct their own due diligence on the products.Please make sure that you understand the contents of the relevant offering documents (including but not limited to the Information Memorandum or Offering Circular) and the terms set out in this document. If you do not understand the contents of the relevant offering documents and the terms set out in this document, you should consult an authorised financial adviser as you deem necessary, before you decide whether or not to invest.Where this material relates to a fund, this clause applies:This Fund is not subject to any form of regulation or approval by the Dubai Financial Services Authority (“DFSA”). The DFSA has no responsibility for reviewing or verifying any Prospectus or other documents in connection with this Fund. Accordingly, the DFSA has not approved the Prospectus or any other associated documents nor taken any steps to verify the information set out in the Prospectus, and has no responsibility for it. The Units to which this Fund relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers should conduct their own due diligence on the Units. If you do not understand the contents of this document you should consult an authorized financial adviser. Please note that this offer is intended for only Professional Clients and is not directed at Retail Clients.These are also available for inspection, during normal business hours, at the following location:Bank of SingaporeOffice 30-32 Level 28Central Park TowerDIFC, DubaiU.A.ECross Border Disclaimer and DisclosuresRefer to https://www.bankofsingapore.com/Disclaimers_and_Disclosures.html for cross-border marketing disclaimers and disclosures.
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Version: id14 – Sep 2021
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