Professional Documents
Culture Documents
29 April 2008
AA- Standard & Poors / Aa1 Moodys. For the avoidance of doubt, this is the long term
credit rating of the Issuer and the Notes are not rated.
Instrument:
Structured Notes
Trade Date:
Settlement Date:
Maturity Date:
Scheduled Fixing Date, provided that if that date is not a Scheduled Trading Day, the
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A day (excluding a Saturday and Sunday) on which banks and foreign exchange markets
are open for business in New York.
Redemption Date:
Maturity Date + 5 Business Days (which is currently expected to be May 20, 2009) or
Maturity Date + 5 Scheduled Trading Days if physical settlement (which is currently
expected to be May 20, 2009])
Issue Amount:
USD 4,000,000
Denomination of Notes:
USD 50,000
USD 100,000
Issue Price:
100%
Share:
Issuer of Share (with Reuters Code)
Initial Price
HKD 18.52
HKD10.1860
"FXfinal" means the exchange rate (expressed as the number of the local currency in which the Share is traded on the relevant
Exchange per USD) on the Maturity Date (if it is not a business day in New York and the city in connection with the local
currency for the Share in respect of which banks and foreign exchange markets are scheduled to open for business, the next
following business day) which appears on the relevant page (i.e. USDHKD CURNCY) of the Bloomberg Screen as of
8:00pm, Tokyo time on that day as determined by the Calculation Agent in its absolute discretion, or if the relevant page or if
the relevant rate is not displayed at such time on such date, such exchange rate for such date as determined by the Calculation
Agent in its sole and absolute discretion.
Exchange:
The Stock Exchange of Hong Kong Limited or its successors (if any)
Related Exchange:
The principal exchange on which options and/or futures contracts relating to the Share
are traded or quoted, as determined by the Calculation Agent from time to time.
A day on which each Exchange and each Related Exchange are scheduled to be open
for their respective regular trading sessions.
Closing Price:
Means, in respect of a Scheduled Trading Day, the official closing price of the Share as
published by the Exchange for that day, subject to the provisions under Effects of
Disrupted Day, or if such price is not published for whatever reason other than as a
result of the occurrence of Disrupted Day, the value of the Share as of the actual
closing time of the Exchange on that Scheduled Trading Day in the good faith
estimation of the Calculation Agent.
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Early
Redemption
Mandatory
Provision:
Early
Redemption
If the Closing Price of the Share on a Mandatory Early Redemption Date is at or above
the Callable Price in respect of that Mandatory Early Redemption Date, each ELN will
be mandatorily early redeemed at the Mandatory Early Redemption Amount
(calculated to 2 decimal places, 0.005 being rounded upwards) in respect of that
Mandatory Early Redemption Date on the 5th Business Day after that Mandatory Early
Redemption Date (the Mandatory Early Redemption Payment Date), and the Issuer
shall have no further obligations under the Notes.
Mandatory Early
Redemption Date
1st Mandatory Early
Redemption Date
2nd Mandatory Early
Redemption Date
3rd Mandatory Early
Redemption Date
4th Mandatory Early
Redemption Date
5th Mandatory Early
Redemption Date
6th Mandatory Early
Redemption Date
7th Mandatory Early
Redemption Date
8th Mandatory Early
Redemption Date
9th Mandatory Early
Redemption Date
10th Mandatory Early
Redemption Date
11th Mandatory Early
Redemption Date
Kick-In Event:
Mandatory Early
Redemption Amount
102.5417% of
18.5200, 100% of Initial Price
Denomination
105.0833% of
18.3348, 99% of Initial Price
Denomination
107.6250% of
18.1496, 98% of Initial Price
Denomination
110.1667% of
17.9644, 97% of Initial Price
Denomination
112.7083% of
17.7792, 96% of Initial Price
Denomination
115.2500% of
17.5940, 95% of Initial Price
Denomination
117.7917% of
17.4088, 94% of Initial Price
Denomination
120.3333% of
17.2236, 93% of Initial Price
Denomination
122.8750% of
17.0384, 92% of Initial Price
Denomination
125.4167% of
16.8532, 91% of Initial Price
Denomination
127.9583% of
16.6680, 90% of Initial Price
Denomination
Callable Price
A Kick-In Event shall be deemed to occur, if on any Scheduled Trading Day during the
period from but excluding the Trade Date to and including the Maturity Date, the
Closing Price of the Share is at or below the Kick-In Barrier Price.
For the avoidance of doubt, for the purpose of determining whether a Kick-in Event
has occurred, if any Scheduled Trading Day during the period from and excluding the
Trade Date to and excluding the Maturity Date is a Disrupted Day, such Scheduled
Trading Day shall be discarded for the purpose of determining whether a Kick-in Event
has occurred.
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Depending on whether a Kick-In Event has occurred and the Closing Price of the Share
as of the Maturity Date, each ELN shall be redeemed according to either (1) or (2) or
(3) below (each, a Redemption Property)calculated to 2 decimal places, 0.005 being
rounded upwards:
1.
If the Closing Price of the Share as of the Maturity Date is at or above 89% of the
Initial Price, each ELN will be redeemed at USD 50,000 x (100% + Bonus
Coupon).
Otherwise,
2.
If the Closing Price of the Share as of the Maturity Date is below 89% of the the
Initial Price and a Kick-in Event has not occurred, each ELN will be redeemed at
USD 50,000 x (100% + Bonus Coupon).
Otherwise,
3.
If the Closing Price of the Share as of the Maturity Date is below 89% of the
Initial Price and a Kick-in Event has occurred, each ELN will be converted into the Nl
number of Shares.
Where:
Bonus Coupon = 30.5%
Investors should note that, where the Notes are to be physically redeemed, the
number of Shares to be delivered will be rounded down to the nearest whole number
of Shares (on a per Note basis), and the cash amount in respect of the amount
rounded off will be paid to the Holder, being the quantity of Shares rounded off times
the Closing Price of the Share as of the Maturity Date, converted into the prevailing
exchange rate, as determined by the Calculation Agent.
Notwithstanding (3) above, please also note that the Issuer is entitled to cash settle all
or any of the Shares as more particularly set out in the terms and conditions of the
Global Security.
Cash settlement in USD or physical delivery of Shares
Settlement:
Adjustments
Events:
Disrupted Day:
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and
Extraordinary
If the Calculation Agent determines that an event has occurred which has a diluting,
concentrative or any other effect on the Shares, then following each such event, the
Calculation Agent shall determine any corresponding adjustments to the conditions
(including, without limitation, adjusting the Initial Price, Callable Price, Kick-in Barrier
Price, replacing the Share with another share and/or other securities and/or assets, Nl
number of Shares per Note if physical delivery at maturity, or the Redemption Property
or Mandatory Early Redemption Amount), which in the sole discretion of the
Calculation Agent is appropriate to account for the diluting, concentrative or other
effect of the relevant event and which adjustments shall be effective as of the date
determined by the Calculation Agent.
Means a Scheduled Trading Day on which the Exchange or Related Exchange fails to
open for trading during its regular trading session or on which there is, during the one
hour prior to the actual closing time of the Exchange or Related Exchange, material
trading or exchange disruption or there is an early closure of the Exchange or Related
If the Maturity Date or a Mandatory Early Redemption Date is a Disrupted Day for the
Shares, then the Maturity Date or the relevant Mandatory Early Redemption Date shall
be the first succeeding Scheduled Trading Day which is not a Disrupted Day, unless
each of the 8 Scheduled Trading Days immediately following the day originally
scheduled to be the Maturity Date or the relevant Mandatory Early Redemption Date is
th
a Disrupted Day, in which case that 8 Scheduled Trading Day shall be the Maturity
Date or the relevant Mandatory Early Redemption Date, notwithstanding the fact that
it is a Disrupted Day, and the Calculation Agent shall determine the Closing Price of
the Shares based on its good faith estimate of the value of the Shares as of the closing
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time of the Exchange on that 8 Scheduled Trading Day.
Market Making:
The Notes are not listed, traded or publicly quoted on any stock exchange or quotation
system. The Issuer or its affiliates may from time to time, whether upon request or
otherwise, offer to purchase Notes from existing holders or to sell Notes, at such price
and in such quantity as determined in the absolute discretion of the offeror provided
that the amount of Notes to be purchased must not be less than the Minimum
Transfer Amount. The Issuer or its affiliates are under no obligation to make such offer
to sell or purchase, and if made, may be withdrawn at any time without notice. Any
offer to sell or purchase by the Issuer or its affiliates or actual sales and purchases
made pursuant to the offers do not assure the existence or continuance of a liquid
secondary market for the Notes, and the Issuer or its affiliates may discontinue such
activities at any time.
The parties acknowledge and agree that to the extent the Issuer (or its affiliates) enter
into securities or futures or derivatives transaction(s) (Hedge Transactions) with any
party in the local jurisdiction, including, without limitation, an entity affiliated, related to
or controlled by the Issuer (Hedge Counterparty) to hedge these Notes and the
Hedge Counterparty for such transactions fails or delays for any reason (including a
default by the local exchange or clearinghouse) to make any payment, delivery or
distribution with respect to a Hedge Transaction, then the Issuers obligation to pay
any amounts due hereunder shall be reduced and/or delayed accordingly.
Further Issues
The Issuer may, from time to time without the consent of the Holder, issue further
securities having the same terms and conditions as the Note so as to form a single
series and be fungible with the Note.
Clearing Systems:
Listing:
None
Form:
The Notes will be issued in registered form and represented by a permanent global
security (the Global Security). The Global Security will be deposited with a common
depositary of the Clearing Systems. Copies of the form of the Global Security
containing the terms and conditions of the Notes are available on request from UBS
AG, Hong Kong Branch.
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No action has been or will be taken by the Issuer that would permit a public offering of
the Notes or possession or distribution of any offering material in relation to the Notes
in any jurisdiction where action for that purpose is required. No offer, sale or delivery
of the Notes, or distribution or publication of any offering material relating to the
Notes, may be made in or from any jurisdiction except in circumstances which will
result in compliance with any applicable laws and regulations and will not impose any
obligations on the Issuer.
Note 1- USA Selling Restrictions.
The Notes have not been and will not be registered under the U.S. Securities Act of
1933 (the Act) and are subject to US tax law requirements. Accordingly the Notes
may not be sold or offered within the United States or to U.S. persons except pursuant
to an exemption from or a transaction not subject to the registration requirements of
the Act. The foregoing shall not, however, prohibit sales to U.S. offices of UBS AG.
Note 2 - Hong Kong Selling Restrictions.
The Notes have not been offered and sold, and each purchaser represents and agrees
that it will not offer and sell the Notes in Hong Kong, by means of any document, other
than to persons whose ordinary business is to buy and sell shares or debentures,
whether as principal or agent, or in circumstances which do not constitute an offer to
the public within the meaning of the Companies Ordinance (Cap. 32) of Hong Kong or
to professional investors within the meaning of the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance, or in
other circumstances which do not result in the document being a prospectus within
the meaning of the Companies Ordinance. In relation to the issue of the Notes, each
purchaser represents and agrees that it has not issued and will not issue any
advertisement, invitation or document relating to the 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 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 (Cap. 571) of Hong Kong
and any rules made thereunder.
Note 3 Singapore Selling Restrictions.
The term Sheet and/or information memorandum of the Notes have not been
registered as a prospectus with the Monetary Authority of Singapore under the
Securities and Futures Act (Cap. 289) of Singapore ("SFA"). Accordingly, the term
Sheet and/or information memorandum and any other document or material in
connection with the offer or sale, or invitation for subscription or purchase, of the
Notes may not be circulated or distributed, nor may the Notes be offered or sold, or be
made the subject of an invitation for subscription or purchase, whether directly or
indirectly, to the public or any member of the public in Singapore other than (i) to an
institutional investor specified in Section 274 of the SFA, (ii) to a relevant person, or
any person pursuant to Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance
with the conditions of, any other applicable provision of the SFA.
In the event where the Notes are subscribed or purchased under Section 275 by a
relevant person which is:
(a)
a corporation (which is not an accredited investor) the sole business of which
is to hold investment 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 is an accredited investor;
then the shares, debentures and units of shares and debentures of that corporation or
the beneficiaries' rights and interest in that trust shall not be transferable for six
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(2)
(3)
by operation of law.
Listing:
None
Governing Law:
English law
Calculation Agent:
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Security Number:
Investment Amount:
R29040803CM
For Individuals:
Signed by:
Name:
Date:
For Corporation or Trust:
Signed By:
Name:
For and on behalf of:
Designation:
Date:
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