Ambit Microsystems Corporation
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f INFORMATION MEMORANDUM UBS AG (Incorporated with limited liability in Switzerland) (acting through its London Branch) USD 958,275.782285 Zero Coupon Equity Linked Notes due 2021 relating to the common shares of Shandong Shanda Wit Science & Technology Co Ltd Issue Price as of the closing date: 100% The USD 958,275.782285 Zero Coupon Equity Linked Notes due 2021 (the “Notes”) linked to the common shares (the “Shares”) of Shandong Shanda Wit Science & Technology Co Ltd (the “Company”) each with a denomination of USD 4.167413 were issued by UBS AG (acting through its London Branch) (the “Issuer”) on 30 October 2020. Expressions used in this Information Memorandum shall have the meanings given to them in the conditions of the Notes (the “Conditions”) which are set out herein. Unless previously redeemed or purchased and cancelled as provided in the Conditions, each Note will be redeemed at the Redemption Amount on the Redemption Settlement Date, subject as provided in Product Condition 4. The Notes are represented by a Global Note (the “Global Note”) which was deposited with a common depositary for Euroclear Bank S.A./N.V. as operator of the Euroclear System (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”) on 30 October 2020 (the “Closing Date”). Notes in definitive form will not be issued. However, if there is a permanent breakdown or failure of Euroclear and Clearstream, Luxembourg, the Issuer will provide Notes in definitive form to the Holders (as further described in the General Information section below. The Notes are in registered form. Application has been made to admit the Notes to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF market of the Luxembourg Stock Exchange. Prospective purchasers should carefully consider the risks of an investment in the Notes and be aware that these Notes are only suitable for sophisticated investors who are capable of evaluating and bearing such risks. In particular, prospective purchasers should note that the Redemption Amount and Early Redemption Amount are linked to the price of the Shares. The Redemption Amount and Early Redemption Amount may be less than the principal amount of the Notes and may be zero. In addition, the obligation of the Issuer in respect of the Notes will be limited in recourse to the amount (if any) received by the Issuer from its Hedge Counterparties (as defined in Product Conditions 2 to 4). See “Risk Factors” for a discussion of certain factors to be considered in connection with an investment in the Notes. This Information Memorandum constitutes a prospectus for the purpose of Part IV of the Luxembourg law on prospectuses for Securities dated July 16, 2019. Dated 18 November 2020 This Information Memorandum may only be used for the purposes for which it is published This Information Memorandum includes particulars for the purpose of giving information with regard to the issue by the Issuer of the Notes. The Issuer accepts responsibility for the information contained in this Information Memorandum regarding the Issuer and the Notes. To the best of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is the case) such information is in accordance with the facts and does not omit anything likely to affect the import of such information. Information provided herein with respect to the Shares of the Company and the Company is taken from publicly available information. Such information has not been independently verified by the Issuer. The Issuer accepts responsibility for the accurate reproduction of such information but neither the Issuer nor any of its Affiliates makes any further representation or warranty relating thereto. No person is authorised to give any information or to make any representation not contained in this Information Memorandum in connection with the issue and sale of the Notes and any information or representation not contained herein must not be relied upon as having been authorised by or on behalf of the Issuer. Neither the delivery of this Information Memorandum nor any sale made in connection herewith shall, under any circumstances, create any implication that the information herein is correct as at any time subsequent to the date hereof. Any prospective purchaser of the Notes should consult with its own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that it deems it necessary and should make its own investment, hedging and trading decisions (including decisions regarding the suitability of this investment) based upon its own judgment and upon advice from such advisers as it deems necessary. The Issuer has not given investment advice or any recommendation. Any purchase of the Notes may involve a high risk of loss. Payments to be made by the Issuer under the Notes are dependent upon the performance of the Shares. There exists no guarantee or other protection for holders in respect of the performance of the Shares. The Issuer will not owe any person any duties or responsibilities whatsoever except for such duties or responsibilities as are set out in the terms and conditions of the Notes. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”), and have not been and may not be offered or sold within the United States or to, or for the account or benefit of, a U.S. person (as defined herein). The distribution of this Information Memorandum and the offer of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, any such restrictions. In this regard, see further “Offering and Sale”. All references in this Information Memorandum to “US dollars” and “USD” refer to the currency of the United States of America and references to “CHF” refer to the currency of Switzerland. 2 RISK FACTORS The purchase of Notes involves substantial risks and is suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in the Notes. Before making an investment decision, prospective purchasers of Notes should consider carefully, in the light of their own financial circumstances and investment objectives, all the information set forth in this Information Memorandum and, in particular, the considerations set forth below. Refer to “Risk factors” and “Recent Developments” section of the Annual Report 2019 for more information. Limited Recourse The obligations of the Issuer in respect of the Notes will be limited in recourse to any amounts received by the Issuer from its Hedge Counterparties. In the event that any Hedge Counterparty fails to make any required payment to the Issuer, the Issuer will have no obligation to make the corresponding payment to the Holders. Taxation Each Holder will assume and be solely responsible for any and all taxes of any jurisdiction or governmental or regulatory authority, including, without limitation, any state or local taxes or other like assessment or charges that may be applicable to any payment to it in respect of such Holder's Notes. The Issuer will not pay any additional amounts to Holders to reimburse them for any tax, assessment or charge required to be withheld or deducted from payments in respect of the Notes by the Issuer or the Paying Agent. Credit Risk A prospective purchaser of the Notes should have such knowledge and experience in financial and business matters and expertise in assessing credit risk that it is capable of evaluating the merits, risks and suitability of investing in the Notes. Provision of information Neither the Issuer nor any of its Affiliates makes any representation as to the credit quality of the Company. Any of such persons may have acquired, or during the term of the Notes may acquire, non-public information with respect to the Company. None of such persons is under any obligation to make such information available to Holders. Business relationships The Issuer or any of its Affiliates may have existing or future business relationships with the Company (including, but not limited to, lending, depositary, risk management, advisory and banking relationships), and will pursue actions and take steps that they deem or it deems necessary or appropriate to protect their or its interests arising therefrom without regard to the consequences for a Holder. 3 No claim against the Company A Note will not represent a claim against the Company and, in the event of any loss, a Holder will not have recourse under a Note to the Company. Legality of purchase Neither the Issuer nor any of its Affiliates has or assumes responsibility for the lawfulness of the acquisition of the Notes by a prospective purchaser of the Notes, whether under the laws of the jurisdiction of its incorporation or the jurisdiction in which it operates (if different), or for compliance by that prospective purchaser with any law, regulation or regulatory policy applicable to it. Independent review and advice Each prospective purchaser of Notes must determine, based on its own independent review and such professional advice as it deems appropriate under the circumstances, that its acquisition of the Notes (i) is fully consistent with its (or if it is acquiring the Notes in a fiduciary capacity, the beneficiary's) financial needs, objectives and condition, (ii) complies and is fully consistent with all investment policies, guidelines and restrictions applicable to it (whether acquiring the Notes as principal or in a fiduciary capacity) and (iii) is a fit, proper and suitable investment for it (or if it is acquiring the Notes in a fiduciary capacity, for the beneficiary), notwithstanding the clear and substantial risks inherent in investing in or holding the Notes.