Shinhan Card Co., Ltd
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IMPORTANT NOTICE THIS DOCUMENT IS AVAILABLE ONLY TO INVESTORS PURCHASING THE SECURITIES OUTSIDE THE UNITED STATES IN AN OFFSHORE TRANSACTION IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT. IMPORTANT: You must read the following before continuing. If you are not the intended recipient of this message, please do not distribute or copy the information contained in this e-mail, but instead, delete and destroy all copies of this e-mail including all attachments. The following applies to the offering circular following this page, and you are therefore advised to read this carefully before reading, accessing or making any other use of the offering circular. In accessing the following offering circular, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access. THIS DOCUMENT AND THE SECURITIES REFERENCED HEREIN MAY ONLY BE DISTRIBUTED IN ‘‘OFFSHORE TRANSACTIONS’’ AS DEFINED IN, AND AS PERMITTED BY, REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE ‘‘SECURITIES ACT’’). ANY FORWARDING, REDISTRIBUTION OR REPRODUCTION OF THIS DOCUMENT, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN A VIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES A PUBLIC OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES EXCEPT IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. Confirmation of your Representation: In order to be eligible to view the following offering circular or make an investment decision with respect to the securities, investors must be outside the U.S. By accepting the e-mail and accessing the following offering circular, you shall be deemed to have represented to us that (1) the electronic mail address that you gave us and to which this e-mail has been delivered is not located in the United States, its territories or possessions and, to the extent that you purchase the securities described in the following offering circular, you will be doing so pursuant to Regulation S under the Securities Act and (2) you consent to the delivery of such offering circular and any amendments and supplements thereto by electronic transmission. You are reminded that the following offering circular has been delivered to you on the basis that you are a person into whose possession the following offering circular may be lawfully delivered in accordance with the laws of jurisdiction in which you are located and you may not, nor are you authorised to, deliver or disclose the contents of the following offering circular to any other person. If this is not the case, you must return this offering circular to us immediately. The materials relating to the offering do 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. The following offering circular has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and, consequently, none of Shinhan Card Co., Ltd. or BNP Paribas SA, Taipei Branch, HSBC Bank (Taiwan) Limited and SG Securities (HK) Limited, Taipei Branch (collectively, the ‘‘Managers’’), or any person who controls any of them or any director, officer, employee or agent of any of them or affiliate of any such person, accepts any liability or responsibility whatsoever in respect of any difference between the offering circular distributed to you in electronic format and the hard copy version available to you on request from the Managers. You should not reply by e-mail to this announcement, and you may not purchase any securities by doing so. Any reply e-mail communications, including those you generate by using the ‘‘Reply’’ function on your e-mail software, will be ignored or rejected. You are responsible for protecting against viruses and other destructive items. Your use of this e-mail is at your own risk and it is your responsibility to take precautions to ensure that it is free from viruses and other items of a destructive nature. SHINHAN CARD CO., LTD. (incorporated with limited liability under the laws of the Republic of Korea) U.S.$300,000,000 1.375 per cent Senior Unsecured Social Notes due 2026 Issue Price: 99.419% The U.S.$300,000,000 1.375 per cent Senior Unsecured Social Notes due 2026 (the ‘‘Notes’’) will be issued by Shinhan Card Co., Ltd. (the ‘‘Issuer’’). The Notes constitute direct, general and unconditional obligations of the Issuer which will be unsecured and will rank pari passu with all other present and future unsecured and unsubordinated obligations of the Issuer (save for such as may be preferred by mandatory provision of applicable law). The Notes will bear interest from and including 23 June 2021 (the ‘‘Issue Date’’) at a rate of 1.375 per cent. Interest will be payable semi-annually in arrear on 23 June and 23 December of each year (each an ‘‘Interest Payment Date,’’ with the first Interest Payment Date falling on 23 December 2021 in respect of the period from and including the Issue Date to but excluding such Interest Payment Date). Unless previously redeemed or purchased and cancelled, the Notes will be redeemed at their outstanding principal amount on 23 June 2026 (the ‘‘Maturity Date’’). The Notes are subject to redemption, in whole but not in part, at their outstanding principal amount together with any accrued but unpaid interest thereon, in the event of certain changes to tax laws. See ‘‘Terms and Conditions of the Notes – Redemption and Purchase.’’ Investing in the Notes involves certain risks. See ‘‘Risk Factors’’ beginning on page 5. Approval in-principle has been received from the Singapore Exchange Securities Trading Limited (the ‘‘SGX-ST’’) for the listing and quotation of the Notes on the SGX-ST. The SGX-ST assumes no responsibility for the correctness of any of the statements made, opinions expressed or reports contained in this offering circular (the ‘‘Offering Circular’’). Approval in-principle from, admission to the Official List of, and listing and quotation of the Notes on, the SGX-ST are not to be taken as an indication of the merits of the Issuer or the Notes. Application will be made to the Taipei Exchange (‘‘TPEx’’) of the Republic of China (the ‘‘ROC’’ or ‘‘Taiwan’’) for the listing of, and permission to sell or resell, the Notes to ‘‘professional investors’’ as defined under Paragraph 1 of Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds of the Republic of China (the ‘‘TPEx Rules’’) only and such permission is expected to become effective on or about 23 June 2021. No assurance can be given that such application will be approved, or that the TPEx listing will be maintained. If the Notes fail to, or cease to, be listed on the TPEx, certain investors may not invest in, or continue to hold or invest in, the Notes. The TPEx is not responsible for the content of this Offering Circular and/or any supplement or amendment thereto and no representation is made by the TPEx as to the accuracy or completeness of this Offering Circular and/or any supplement or amendment thereto. The 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 Offering Circular and/or any supplement or amendment thereto. The 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 investors’’ as defined under Paragraph 1 of Article 2-1 of the TPEx Rules as amended from time to time. Purchasers of the Notes are not permitted to sell or otherwise dispose of the notes except by transfer to the aforementioned professional investors. The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ‘‘Securities Act’’) and are being offered and sold outside the United States in reliance on Regulation S (‘‘Regulation S’’) under the Securities Act. For a description of these and certain further restrictions on offers and sales of the Notes and the distribution of this Offering Circular, see ‘‘Subscription and Sale.’’ The Notes are expected to be rated ‘‘A2’’ by Moody’s Investors Service, Inc. (‘‘Moody’s’’) and the Issuer is rated ‘‘A2’’ by Moody’s. The rating of the Notes does not constitute a recommendation to buy, sell or hold the Notes and may be subject to revision or withdrawal at any time by such rating organisation. Such rating should be evaluated independently of any other rating of the Notes, the Issuer’s other securities or the Issuer. The Notes will initially be represented by beneficial interests in a global certificate (the ‘‘Global Certificate’’) in registered form which will be registered in the name of a nominee of, and shall be deposited on or about 23 June 2021 with a common depositary for, Euroclear Bank SA/NV (‘‘Euroclear’’) and Clearstream Banking, S.A.