MORGAN STANLEY ASIA PRODUCTS LIMITED (Incorporated with Limited Liability in the Cayman Islands)
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The Final Terms relating to each issue of Unitary Warrants will contain (without limitation) such of the following information as is applicable in respect of such Unitary Warrants. All references to numbered conditions are to the terms and conditions of the Unitary Warrants set out in Schedule 3 of the Agency Agreement (as defined in the Unitary Warrant Conditions) and reproduced in the Base Prospectus and words and expressions defined in those terms and conditions shall have the same meaning in the applicable Unitary Warrant Final Terms. MORGAN STANLEY ASIA PRODUCTS LIMITED (incorporated with limited liability in the Cayman Islands) Guaranteed by (incorporated in Delaware, U.S.A.) Warrant Programme The Warrants and the Guarantee have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the Securities Act), or the securities laws of any state in the United States. The Issuer may offer, sell or deliver Warrants only (a) to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) reasonably believed by the Issuer to be qualified institutional buyers (each a QIB) as defined in Rule 144A under the Securities Act (Rule 144A) that are also “qualified purchasers” (QPs) within the meaning of Section 3(c)(7) (Section 3(c)(7)) and as defined in Section 2(a)(51)(A) of the United States Investment Company Act of 1940, as amended (the 1940 Act) or (b) outside the United States to, or for the account or benefit of, a purchaser that is not a U.S. person in an offshore transaction in compliance with Regulation S under the Securities Act. Each purchaser of Warrants being offered to, or for the account or benefit of a U.S. person is hereby notified that the offer and sale of such Warrants is being made in reliance upon an exemption from the registration requirements of the Securities Act. The Warrants are eligible for purchase by Plans (as defined herein) subject to certain conditions. See “ERISA Considerations for Unitary Warrants” herein. 43,000 American Style Unitary Cash Settled Call Warrants due 17 August 2020 linked to MSCI China A Inclusion USD Index This document constitutes the Final Terms relating to the issue of Unitary Warrants described herein. This document constitutes final terms for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the Prospectus Directive). Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 24 September 2018 approved by the Central Bank of Ireland on 24 September 2018 (as supplemented from time to time, the Base Prospectus). These Final Terms contain the final terms of the Unitary Warrants and must be read in conjunction with such Base Prospectus in order to obtain full information on the Issuer and the Unitary Warrants themselves. Copies of such Base Prospectus are available free of charge to the public during normal business hours at the registered office of the Issuer and from the specified office of the Irish Agent or may be downloaded free of charge from http://www.ise.ie/Market-Data- Announcements/Debt/Individual-Debt-Instrument-Data/Dept-Security- Documents/?progID=121&FIELDSORT=docId. Save as disclosed in “Offering and Sale”, so far as the Issuer is aware, no person involved in the offer of the Unitary Warrants has an interest material to the offer. All purchasers of the Warrants must provide certain representations to the Dealer in the form of the Master Purchaser Certificate set out as the Appendix attached to the Unitary Warrant Conditions set out in the Base Prospectus. References herein to numbered Conditions are to the Terms and Conditions of the Unitary Warrants and words and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms, save as where otherwise expressly provided. Part A - Information about the Warrants 1.(a) The series number of the Warrants; I2752 1.(b) Whether or not the Warrants are to be consolidated No and form a single series with the warrants of an existing series; 2. Whether the Warrants are Share Warrants or Index Index Warrants relating to MSCI China A Warrants or a Basket; Inclusion USD Index with the Bloomberg code M1CNA (the Index) 3. Launch Date; 11 July 2019 4. The Issue Date of the Warrants; 15 July 2019 5. Whether the Warrants are American Style American Style Warrants Warrants or European Style Warrants; 6. Whether the Warrants are Call Warrants or Put Call Warrants Warrants; 7. Whether the Warrants are Global Warrants or Global Warrants exchangeable into Definitive Definitive Warrants; Warrants in registered form in limited circumstances as set out in the Conditions 8.(a) If the Warrants are Index Warrants, whether the Outperformance Warrants Warrants are Outperformance Warrants or Market Access Warrants; 8.(b) If the Warrants are Outperformance Warrants, Not applicable whether Upfront Discount is applicable, and if so, Upfront Discount (as a percentage); 8.(c) If the Warrants are Outperformance Warrants, Not applicable whether Daily Accrual is applicable, and if so, the Daily Accrual Rate (as a percentage) (except where Rerate is also applicable, in which case, please see paragraph 8.(d)(i)); 8.(d) If the Warrants are Outperformance Warrants, and Not applicable Upfront Discount or Daily Accrual is applicable, the Commission Rate (as a percentage); 8.(d)(i) If the Warrants are Outperformance Warrants, Not applicable whether Daily Accrual and Rerate are applicable, and if so, the Daily Accrual Rate (as a percentage) in respect of the First Period; 8.(d)(ii) If the Warrants are Outperformance Warrants, Not applicable Daily Accrual and Rerate are applicable, the Rerate Date; 8.(d)(iii) If Rerate is applicable, Default Adjusted Rate (as Not applicable a percentage); 8.(e) If the Warrants are Outperformance Warrants, Not applicable whether Variable Daily Accrual is applicable, and if so, the Variable Daily Accrual Rate (as a percentage); 9. The number of Warrants being issued; 43,000 10.(a) The Issue Price per Warrant (which may be United States Dollars ("USD") 956.25 subject to adjustment in accordance with Condition 17 or 18 in the case of Index Warrants and Share Warrants, respectively); 10.(b) Currency in which Warrants are to be denominated USD and traded; 11. The Strike Price per Warrant (which may be USD 0.00001 subject to adjustment in accordance with Condition 17 or 18 in the case of Index Warrants and Share Warrants, respectively); 12. The Relevant Jurisdiction of the Warrants; Not applicable 12A.(a) If the Warrants are American Style Warrants, Yes whether Issuer Optional Early Termination is applicable; 12A.(b) If Issuer Optional Early Termination is applicable, Five (5) Business Days the number of Business Day’s written notice required to be given by the Issuer in order to terminate; 12A.(c) If Issuer Optional Early Termination is applicable, Not applicable whether Issuer Break Fee is applicable and if so, the Issuer Break Fee Rate (as a percentage) and if the Issuer Break Fee Rate is Flat or Amortised; 12A.(d) If Issuer Break Fee Rate is Amortised and Day Not applicable Count Fraction is applicable, the start date and end date over which Day Count Fraction applies; 13.(a) If Warrantholder Break Fee is applicable, and if Applicable 0% Flat so, the Warrantholder Break Fee Rate and if the Warrantholder Break Fee Rate is Flat or Amortised; 13.(b) If Warrantholder Break Fee Rate is Amortised and Not applicable Day Count Fraction is applicable, the start date and end date over which Day Count Fraction applies; 14. The Settlement Price per Warrant (which may be Not applicable subject to adjustment in accordance with Condition 17 or 18 in the case of Index Warrants and Share Warrants, respectively); (NB: This must be expressed as a monetary amount in respect of Index Warrants); 15. The Interim Payment Amount or the Basket Not applicable Dividend Payment Amount (in the case of Basket Warrants); 16. The Applicable Cash Dividend Amount; As defined in Condition 19 17.(a) If the Warrants are Index Warrants, whether Not applicable Commissions applies and if so, the Commissions (as a percentage); 17.(b) If the Warrants are Index Warrants, whether Applicable. Outperformance Average. Outperformance is applicable, and if so, if Outperformance Rate: 3% Outperformance Average, Outperformance Initial or Outperformance Final is applicable and the Outperformance Rate (as a percentage); 18.(a) The Cash Settlement Amount per Warrant; As specified in Condition 3(b) 18.(b) Whether a Management Fee is applicable, and if Not applicable so the Management Fee Rate (as a percentage); 19.(a) The Settlement Date; As defined in Condition 19 19.(b) The Basket Dividend Payment Date; Not applicable 20.(a) If the Warrants are Index Warrants, the Index Not applicable Initial; 20.(b) If the Warrants are Index Warrants, the Index The Official Closing Level of the Index on the Final; Actual Exercise Date or the Expiration Date (as applicable) 20.(c) If the Warrants are Index Warrants, the Index The arithmetic average of the Official Closing Average; Level of the Index as determined by the Calculation Agent on each date starting from and including the Launch Date to but excluding in the case of American Style Warrants, the Actual Exercise Date or the Expiration Date. 21. In the case of European Style Warrants, the Not applicable Exercise Date for the Warrants; 22. In the case of American Style Warrants, the From the fourth Business Day following the date Exercise Period in respect of the Warrants; of purchase of the Warrants up to and including 10:00 a.m.