Form of Final Terms of Market Access Product Warrants
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Final Terms dated 27 March 2014 Standard Chartered Bank Issue of USD India Market Access Product Warrants linked to common stock of Polaris Financial Technology Ltd scheduled to mature on 20 March 2019 under the U.S.$10,000,000,000 Structured Product Programme Any person making or intending to make an offer of the Warrants may only do so in circumstances in which no obligation arises for the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or to supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Manager has authorised, nor do they authorise, the making of any offer of Warrants in any other circumstances. The expression “Prospectus Directive” means Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area). PART A – CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Warrants set forth in the Base Prospectus dated 10 July 2013, as supplemented by supplements dated 21 August 2013 and 16 January 2014 (together, the “Base Prospectus”), which comprises a base prospectus in respect of the Warrants and the Issuer for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Warrants described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Warrants is only available on the basis of the combination of this Final Terms and the Base Prospectus. A Summary of the Warrants (which comprises the Summary in the Base Prospectus, as completed to reflect the provisions of this Final Terms, is annexed to this Final Terms). The Base Prospectus and this Final Terms are available for viewing and copies may be obtained from the Central Bank of Ireland’s website at www.centralbank.ie. The “Terms and Conditions” applicable to the Warrants are the General Terms and Conditions of the Warrants as amended and/or supplemented by the relevant Product Terms specified below (in each case, as set out in the Base Prospectus), such Terms and Conditions as completed by this Final Terms, the “Conditions”. 1. (i) Issuer: Standard Chartered Bank, acting through its Specified Branch (ii) Specified Branch: Singapore 2. (i) Series Number: 30974002 (ii) Tranche Number: 1 (iii) Date on which the Warrants will be Not Applicable consolidated and form a single Series: 3. Specified Currency or Currencies: USD 4. Number of Warrants being issued: - Series: 1,520,000 - Tranche: 1,520,000 5. Issue Price: USD 3.2912 per Warrant 6. Unit: Warrants must be exercised in Units. Each Unit consists of 1 Warrant. 7. Minimum Transferable Number: Not Applicable 8. Issue Date: 27 March 2014 9. Description of Warrants: Market Access Product Warrants FT_MAP_Warrants_India (listed) 1 10. Product Terms: Equity and Market Access Product Terms: Applicable Market Access Product Terms: Applicable (further details specified at item 14 below) 11. Exercise Style of Warrants: American Style 12. Type of Warrants: Call 13. Date Board (or similar) approval for Not Applicable issuance of Warrants obtained: PROVISIONS RELATING TO PRODUCT TERMS 14. Equity and Market Access Product Terms: Applicable (i) Whether the Warrants relate to a basket of Single Underlying Asset equity securities, a basket of exchange Common stock of par value INR10.00 each of Polaris traded fund securities, a single equity security, a single exchange traded fund Financial Technology Ltd (the “Asset Issuer”) (Bloomberg: security (each an “Underlying Asset”), a POL IN Equity), ISIN code INE763A01023 basket of indices or a single index (each, an “Index”) and the identity of the relevant issuer(s) of the Underlying Asset(s) (each an “Asset Issuer”) or identity of the relevant Index/Indices and details of the relevant sponsors (each, a “Sponsor”): (ii) Multiplier: Not Applicable (iii) Valuation Time: Scheduled Closing Time (iv) Disrupted Day: Applicable (v) Exchange: National Stock Exchange of India (vi) Related Exchange: All Exchanges (vii) Potential Adjustment Events: Applicable (viii) De-listing, Merger Event, Nationalisation Applicable and Insolvency: (ix) Tender Offer: Applicable (x) Additional Disruption Events: (a) Change in Law: Applicable (b) Insolvency Filing: Applicable (c) Failure to Deliver: Not Applicable (d) Hedging Disruption: Applicable (e) Loss of Stock Borrow: Not Applicable (f) Increased Cost of Stock Borrow: Not Applicable (g) Increased Cost of Hedging: Applicable (xi) ETF Fund Termination Events: Not Applicable (xii) Force Majeure Events: Applicable (a) Relevant Jurisdiction: As specified in paragraph 3 of the Equity and Market Access Product Terms (b) Market Disruption Event prevails: Applicable (c) Relevant Adjustment Event prevails: Applicable FT_MAP_Warrants_India (listed) 2 INTERIM PAYMENTS 15. Interim Payments: Applicable (i) Interim Payment Date: As specified in the Market Access Product Terms (ii) Applicable Cash Dividend Failure As specified in the Market Access Product Terms Date: (iii) Dividend Percentage: 0%, converted into USD using the Exchange Rate PROVISIONS RELATING TO EXERCISE AND SETTLEMENT 16. Settlement Date: In relation to an Actual Exercise Date, the fifth Business Day following the last day of the Final Execution Period. 17. Exercise Date: Not Applicable 18. (i) Exercise Period: The Exercise Period in respect of the Warrants is from (and including) the Issue Date to (and including) 20 March 2019, or if 20 March 2019 is not an Exercise Business Day, the immediately succeeding Exercise Business Day (ii) Potential Exercise Dates: Not Applicable 19. Automatic Exercise in the case of American Applicable Style Warrants or Bermudan Style Warrants: 20. Minimum Exercise Number: 100 and Warrants may only be exercised in integral multiples of 100 Warrants in excess thereof 21. Maximum Exercise Number: The number of Warrants outstanding TYPE OF SETTLEMENT 22. Type of Settlement: (i) Whether settlement of the Warrants will Cash Settlement be by (a) Cash Settlement, (b) Physical Delivery or (c) Cash Settlement and/or Physical Delivery: (ii) Cash Settlement: Applicable (a) Settlement Amount: As defined in the Market Access Product Terms (b) Strike Price: USD 0.000001 (c) Execution Cost: Not Applicable (d) Averaging: Averaging does not apply to the Warrants (e) Valuation Date: Actual Exercise Date (f) Reference Price: Actual (g) Exchange Rate: Actual (h) Specified Percentage: 99.625 per cent (iii) Physical Delivery Provisions: Not Applicable PAYMENTS 23. Financial Centre(s): Not Applicable GENERAL PROVISIONS APPLICABLE TO THE WARRANTS 24. Form of Warrants: Registered Form: Unitary Global W&C Security. The Warrants are eligible for sale in the United States to QIBs. 25. Calculation Agent: Standard Chartered Bank of 8 Marina Boulevard, #27-01 Marina Bay Financial Centre Tower 1, Singapore 018981 26. Business Centre(s): Mumbai and New York 27. Additional Provisions for Use with an Indian Applicable Underlying Asset/Index: FT_MAP_Warrants_India (listed) 3 28. Additional Provisions for Use with a Taiwan Not Applicable Underlying Asset/Index: 29. Additional Provisions for Other Not Applicable Jurisdictions: The Issuer accepts responsibility for the information contained in this Final Terms. Information has been extracted from information that is publicly available. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware and is able to ascertain from information published by the Asset Issuer or otherwise, no facts have been omitted which would render the reproduced information inaccurate or misleading. Signed on behalf of the Issuer: Signed on behalf of the Issuer: By: ………………………………………. By: ………………………………………. Duly authorised Duly authorised FT_MAP_Warrants_India (listed) 4 PART B – OTHER INFORMATION 1. LISTING AND ADMISSION TO TRADING (i) Listing: Irish Stock Exchange (ii) Admission to trading: Application has been made to the Irish Stock Exchange for the Warrants to be admitted to the Official List and to trading on the regulated market with effect from on or about the Issue Date. (iii) Estimate of total expenses related to Not Applicable admission to trading: 2. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER So far as the Issuer is aware, no person involved in the issue of the Warrants has an interest material to the offer. 3. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer: The net proceeds from each issue of Warrants will be applied by the Issuer for general funding purposes. (ii) Estimated net proceeds: USD 5,002,624.00 (iii) Estimated total expenses: EUR 1,000.00 4. PERFORMANCE OF EQUITY SECURITIES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE EQUITY SECURITIES (EQUITY LINKED WARRANTS ONLY) See item 14 of Part A of this Final Terms for details relating to the Equity Securities. Pricing information of the Underlying Asset can be accessed by visiting its website at www.polarisft.com/ or the Exchange’s website at http://www.nse-india.com. The Issuer does not intend to provide post-issuance information. 5. OPERATIONAL INFORMATION (i) ISIN Code: GB00BKXH1K40 (ii) Common Code: 105013477 (iii) Applicable code under any clearing Not