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JPMorgan Chase Bank Launches Offering of Cash-Settled Exchangeable Bonds Into Tencent Holdings Limited Due 2022

 

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO JAPAN, THE PEOPLE’S REPUBLIC OF CHINA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

JPMorgan Chase Bank, N.A. (the “Issuer ”) today announces the launch of an offering of cash-settled exchangeable bonds due 2022 (the “Bonds ”) in aggregate principal amount of approximately USD 350 million. The Issuer has granted a same-day upsize option of approximately USD 50 million to the Sole Bookrunner. The Bonds are referable to ordinary shares (the “Shares ”) of Tencent Holdings Limited (the “Company ”). Exchange rights in respect of the Bonds will be cash-settled only.

The Issuer’s long-term issue rating is rated A+ (Stable outlook) by Standard & Poor’s, Aa2 (Stable outlook) by Moody’s and AA (Stable outlook) by Fitch.

The Bonds will be issued in principal amounts of USD 200,000 and integral multiples of USD 100,000 in excess thereof and will not bear interest. The Bonds will be marketed with an issue price of a range of 105.00% to 105.50% and are expected to be redeemed at par on 7 August 2022 (the “Final Maturity Date ”).

The initial exchange price (the “Initial Exchange Price ”) will be set at a 25.0% premium to the reference share price (the “Share Reference Price ”) that will be equal to the volume-weighted average price of a Share on the Hong Kong Stock Exchange on 2 August 2019, subject as provided in the terms and conditions of the Bonds. The final terms of the issuance are expected to be announced today, except for the Share Reference Price and the Initial Exchange Price which are expected to be announced on 2 August 2019.

The Issuer shall give notice to redeem all outstanding Bonds at their early redemption amount on the early redemption date if (i) any event occurs as a result of which option contracts in respect of the Shares are settled in accordance with the standard corporate actions procedures of The Stock Exchange of Hong Kong Limited in effect from time to time or such successor policy (“Option Contracts Settlement ”) or (ii) a nationalisation or delisting event occurs. The Issuer may, at its option, give notice to redeem all outstanding Bonds at the early redemption amount on the early redemption date if a change in law event occurs. If a change in law, delisting, nationalisation or Option Contracts Settlement event occur and the Issuer issues a notice to redeem all outstanding bonds, bondholders will have the right to elect that all or some of its Bonds shall not be redeemed. If a bondholder validly elects that all or some of its Bonds shall not be redeemed, such Bonds will be redeemed on the Final Maturity Date at their principal amount plus the intrinsic value per Bond. The election and redemption mechanics are further described in the terms and conditions of the Bonds.

Settlement and delivery of the Bonds is expected to take place on 7 August 2019 (the “Issue Date ”).

The net proceeds from the issuance of the Bonds will be used by the Issuer for its general corporate purposes (including hedging arrangements).

Application will be made for the Bonds to be admitted to trading on the Open Market (Freiverkehr ) segment of the Frankfurt Stock Exchange and such admission to trading is expected to be within 30 calendar days from the Issue Date.

The Bonds are expected to be rated “Aa2” by Moody’s Investors Service, Inc. (“Moody’s ”). Such rating of the Bonds does not constitute a recommendation to buy, sell or hold the Bonds and may be subject to revision, qualification, suspension, reduction or withdrawal at any time by the assigning rating agency. Such rating should be evaluated independently of any other rating of the other securities of the Issuer or the Company.

J.P. Morgan Securities plc is acting as Sole Bookrunner and Calculation Agent.

The Issuer intends to enter into certain derivatives arrangements with the Sole Bookrunner to hedge the exposure to pay cash amounts upon any potential exercise of the exchange rights embedded in the Bonds and/or upon redemption. The Sole Bookrunner is party to certain existing derivative arrangements in relation to the Shares and may enter into further transactions to hedge its position, or adjust its hedging position under such arrangements, including transactions to be conducted during the reference period regarding the determination of the Share Reference Price and other averaging and valuation periods in relation to the Bonds. Such activity may impact the Share Reference Price, the price or value of the Shares and the Bonds more generally, including without limitation during such averaging or valuation periods.

About JPMorgan Chase

JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $2.7 trillion and operations worldwide. JPMorgan Chase & Co. is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, and asset management. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of customers in the United States and many of the world's most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com .

IMPORTANT NOTICE

NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE SOLE BOOKRUNNER OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER AND THE SOLE BOOKRUNNER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

A CREDIT RATING IS NOT A RECOMMENDATION TO BUY, SELL OR HOLD SECURITIES AND MAY BE SUBJECT TO REVISION, QUALIFICATION, SUSPENSION, REDUCTION OR WITHDRAWAL AT ANY TIME BY THE ASSIGNING RATING AGENCY. THE BONDS ARE EXPECTED TO BE RATED BY MOODY’S AND THERE IS NO ASSURANCE THAT A RATING WILL BE GIVEN OR THAT THE BONDS WILL BE RATED AT ANY TIME. IN ADDITION, CREDIT RATING AGENCIES MAY CHANGE THEIR METHODOLOGY FOR ASSIGNING RATINGS AT ANY TIME. PROSPECTIVE INVESTORS SHOULD EVALUATE ANY RATING OF THE BONDS INDEPENDENTLY OF ANY OTHER RATING OF OTHER SECURITIES OF THE ISSUER OR THE COMPANY OR ANY RATING OF THE ISSUER OR THE COMPANY.

THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S). ANY TERM SHEET PRODUCED IN CONNECTION WITH THE BONDS SHALL NOT BE AN OFFER TO SELL SECURITIES OR THE SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.

THE BONDS DESCRIBED IN THIS PRESS RELEASE ARE NOT REQUIRED TO BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT ”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. IN ADDITION, THE BONDS HAVE NOT BEEN REGISTERED UNDER THE REGULATIONS OF THE U.S. COMPTROLLER OF THE CURRENCY (“COMPTROLLER'S REGULATIONS ”) RELATING TO SECURITIES OFFERINGS BY NATIONAL BANKS (12 C.F.R. PART 16). THE BONDS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE BONDS, WHEN OFFERED, WILL BE OFFERED AND SOLD OUTSIDE THE UNITED STATES IN COMPLIANCE WITH REGULATION S, AS SUCH REGULATION IS INCORPORATED INTO THE COMPTROLLER’S REGULATIONS BY 12 C.F.R. SECTION 16.5(G). THE BONDS MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (I) AS PART OF THEIR DISTRIBUTION AT ANY TIME OR (II) UNTIL 40 DAYS AFTER COMPLETION OF THE DISTRIBUTION OF BONDS, EXCEPT IN EITHER CASE IN ACCORDANCE WITH REGULATION S UNDER THE SECURITIES ACT, AS SUCH REGULATION IS INCORPORATED INTO THE COMPTROLLER'S REGULATIONS BY 12 C.F.R. SECTION 16.5(G). TERMS USED ABOVE HAVE THE MEANINGS GIVEN TO THEM BY REGULATION S.

THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE “EEA ”), AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF THE PROSPECTUS REGULATION (“QUALIFIED INVESTORS ”). FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION " MEANS REGULATION (EU) 2017/1129.

THE BONDS WILL NOT AND MAY NOT BE OFFERED OR SOLD IN HONG KONG, BY MEANS OF ANY DOCUMENT, OTHER THAN (A) TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SECURITIES AND FUTURES ORDINANCE (CHAPTER 571 OF THE LAWS OF HONG KONG) (THE “SFO ”) AND ANY RULES MADE UNDER THE SFO; OR (B) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN ANY DOCUMENT BEING A “PROSPECTUS” AS DEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE (CHAPTER 32 OF THE LAWS OF HONG KONG) (THE “C(WUMP)O ”) OR WHICH DO NOT CONSTITUTE AN OFFER TO THE PUBLIC WITHIN THE MEANING OF THE C(WUMP)O. ANY TERM SHEET PRODUCED IN CONNECTION WITH THE BONDS SHALL NOT CONSTITUTE AN ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE BONDS WHICH IS DIRECTED AT, AND THE CONTENTS OF WHICH ARE NOT INTENDED 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 THE BONDS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO.

THE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL INSTRUMENTS AND EXCHANGE ACT OF JAPAN (ACT NO. 25 OF 1948, AS AMENDED, THE “FINANCIAL INSTRUMENTS AND EXCHANGE ACT ”). ACCORDINGLY, THE BONDS MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANISED UNDER THE LAWS OF JAPAN) OR TO OTHERS FOR RE-OFFERING OR RE-SALE, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FINANCIAL INSTRUMENTS AND EXCHANGE ACT AND OTHER RELEVANT LAWS AND REGULATIONS OF JAPAN.

NO OFFERING OR OTHER DOCUMENT HAS BEEN REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE. ACCORDINGLY, NO DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE BONDS MAY BE CIRCULATED OR DISTRIBUTED, NOR MAY THE BONDS BE OFFERED OR SOLD, OR CAUSED TO BE MADE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR (AS DEFINED IN SECTION 4A OF THE SECURITIES AND FUTURES ACT (CHAPTER 289) OF SINGAPORE, AS MODIFIED OR AMENDED FROM TIME TO TIME (THE “SFA ”)) PURSUANT TO SECTION 274 OF THE SFA, (II) TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA) PURSUANT TO SECTION 275(1) OF THE SFA, OR ANY PERSON PURSUANT TO SECTION 275(1A) OF THE SFA, 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.

WHERE THE BONDS ARE SUBSCRIBED OR PURCHASED UNDER SECTION 275 OF THE SFA BY A RELEVANT PERSON WHICH IS: (A) A CORPORATION (WHICH IS NOT AN ACCREDITED INVESTOR (AS DEFINED IN SECTION 4A OF THE SFA)) THE SOLE BUSINESS OF WHICH IS TO HOLD INVESTMENTS 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 OF THE TRUST IS AN INDIVIDUAL WHO IS AN ACCREDITED INVESTOR, SECURITIES OR SECURITIES-BASED DERIVATIVES CONTRACTS (EACH TERM AS DEFINED IN SECTION 2(1) OF THE SFA) OF THAT CORPORATION OR THE BENEFICIARIES’ RIGHTS AND INTEREST (HOWSOEVER DESCRIBED) IN THAT TRUST SHALL NOT BE TRANSFERRED WITHIN SIX MONTHS AFTER THAT CORPORATION OR THAT TRUST HAS ACQUIRED THE BONDS PURSUANT TO AN OFFER MADE UNDER SECTION 275 OF THE SFA EXCEPT: (I) TO AN INSTITUTIONAL INVESTOR OR TO A RELEVANT PERSON, OR TO ANY PERSON ARISING FROM AN OFFER REFERRED TO IN SECTION 275(1A) OR SECTION 276(4)(I)(B) OF THE SFA; (II) WHERE NO CONSIDERATION IS OR WILL BE GIVEN FOR THE TRANSFER; (III) WHERE THE TRANSFER IS BY OPERATION OF LAW; (IV) AS SPECIFIED IN SECTION 276(7) OF THE SFA; OR (V) AS SPECIFIED IN REGULATION 37A OF THE SECURITIES AND FUTURES (OFFERS OF INVESTMENTS) (SECURITIES AND SECURITIES-BASED DERIVATIVES CONTRACTS) REGULATIONS 2018.

SINGAPORE SFA PRODUCT CLASSIFICATION: IN CONNECTION WITH SECTION 309B OF THE SFA AND THE SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018 OF SINGAPORE (THE “CMP REGULATIONS 2018 ”), THE ISSUER HAS DETERMINED, AND HEREBY NOTIFIES ALL RELEVANT PERSONS (AS DEFINED IN SECTION 309(A)(1) OF THE SFA), THAT THE BONDS ARE ‘PRESCRIBED CAPITAL MARKETS PRODUCTS’ (AS DEFINED IN THE CMP REGULATIONS 2018) AND EXCLUDED INVESTMENT PRODUCTS (AS DEFINED IN MAS NOTICE SFA 04-N12: NOTICE ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE FAA-N16: NOTICE ON RECOMMENDATIONS ON INVESTMENT PRODUCTS).

THE BONDS ARE NOT BEING OFFERED OR SOLD AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE PEOPLE’S REPUBLIC OF CHINA (FOR SUCH PURPOSES, NOT INCLUDING THE HONG KONG AND MACAU SPECIAL ADMINISTRATIVE REGIONS OR TAIWAN, THE “PRC ”), EXCEPT AS PERMITTED BY APPLICABLE LAWS OF THE PRC.

THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED OR SUPERSEDED, “MIFID II ”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2016/97 (AS AMENDED OR SUPERSEDED, THE “INSURANCE DISTRIBUTION DIRECTIVE ”), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY, NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (AS AMENDED, THE "PRIIPS REGULATION ") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “ORDER ”) AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS ”). THIS PRESS RELEASE MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA OTHER THAN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA (OTHER THAN THE UNITED KINGDOM).

ANY DECISION TO PURCHASE ANY OF THE BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER’S AND THE COMPANY’S PUBLICLY AVAILABLE INFORMATION. NEITHER THE SOLE BOOKRUNNER NOR ANY OF ITS AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE ISSUER’S AND THE COMPANY’S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE ISSUE DATE.

THE SECURITIES ARE NOT READILY LIQUID INSTRUMENTS. THE SOLE BOOKRUNNER OR ANY OF ITS AFFILIATES MAY BUT SHALL HAVE NO OBLIGATION TO MAKE A SECONDARY MARKET FOR THE SALE AND PURCHASE OF THE SECURITIES. ALTHOUGH THE DEALER OR ITS AFFILIATES WILL TRY TO PROVIDE PRICING OR OFFER UNWIND FACILITIES, THERE MAY EXIST A TIME WHEN THERE IS A LACK OF LIQUIDITY OR LOW TRADING VOLUME IN THE MARKET FOR THE SECURITIES, WHICH COULD RESULT IN A DECREASE OF THE MARKET VALUE OF THE SECURITIES. IN THE EVENT THAT THE DEALER OR ITS AFFILIATES MAKES A SECONDARY MARKET, IT IS NOT A COMMITMENT TO PURCHASE ANY SECURITY AT A PARTICULAR TIME OR PRICE AND THE DEALER OR ITS AFFILIATES MAY SUSPEND OR TERMINATE MARKET MAKING AT ANY TIME, AT ITS OWN DISCRETION AND WITHOUT NOTICE TO THE HOLDERS. IF THE SECURITIES ARE EARLY REDEEMED PRIOR TO THE MATURITY DATE OR EARLY REDEMPTION DATE (IF APPLICABLE), THE HOLDER OF A SECURITIES MAY SUFFER A HIGHER LOSS OR SIGNIFICANTLY SMALLER GAIN ON THE PRINCIPAL INVESTED, AND MAY ALSO SUFFER SIGNIFICANT UNWIND COSTS AND WIDE BID OFFER SPREADS. EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE BONDS OR THE SHARES NOTIONALLY UNDERLYING THE BONDS (TOGETHER WITH THE BONDS, THE “SECURITIES ”). NEITHER OF THE ISSUER NOR THE SOLE BOOKRUNNER MAKES ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THE SOLE BOOKRUNNER IS ACTING ON BEHALF OF THE ISSUER AND NO ONE ELSE IN CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE SOLE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE SOLE BOOKRUNNER AND ANY OF ITS AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP THE SECURITIES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR ITS OWN ACCOUNT THE SECURITIES OR ANY OTHER SECURITIES OF THE ISSUER, THE COMPANY OR RELATED INVESTMENTS, MAY OFFER OR SELL THE SECURITIES OR OTHER INVESTMENTS OTHERWISE THAN IN CONNECTION WITH THE OFFERING OF THE BONDS, AND MAY ENTER INTO CONVERTIBLE ASSET SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING TO THE BONDS AND/OR THE UNDERLYING SHARES. AS A RESULT OF SUCH TRANSACTIONS OR FROM TIME TO TIME, THE SOLE BOOKRUNNER OR ITS AFFILIATES MAY HOLD LONG OR SHORT POSITIONS IN SUCH BONDS OR DERIVATIVES OR IN THE UNDERLYING SHARES. THE SOLE BOOKRUNNER DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS. IN ADDITION, THE SOLE BOOKRUNNER AND ITS SUBSIDIARIES AND AFFILIATES MAY PERFORM SERVICES FOR, OR SOLICIT BUSINESS FROM, THE ISSUER, THE COMPANY OR MEMBERS OF THE ISSUER’S AND THE COMPANY’S RESPECTIVE GROUPS, MAY MAKE MARKETS IN THE SECURITIES OF SUCH PERSONS AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH SECURITIES. EACH POTENTIAL INVESTOR ACKNOWLEDGES THAT THE SOLE BOOKRUNNER AND ITS AFFILIATES MAY FROM TIME TO TIME PERFORM VARIOUS INVESTMENT BANKING AND ADVISORY, BROKERAGE, COMMERCIAL BANKING, FINANCIAL ADVISORY AND FIDUCIARY SERVICES FOR THE COMPANY OR ITS AFFILIATES WHICH MAY HAVE CONFLICTING INTERESTS WITH RESPECT TO ANY POTENTIAL INVESTOR.

EACH OF THE ISSUER AND THE SOLE BOOKRUNNER AND THEIR RESPECTIVE AFFILIATES EXPRESSLY DISCLAIMS ANY OBLIGATION OR UNDERTAKING TO UPDATE, REVIEW OR REVISE ANY STATEMENT CONTAINED IN THIS PRESS RELEASE WHETHER AS A RESULT OF NEW INFORMATION, FUTURE DEVELOPMENTS OR OTHERWISE.

THIS PRESS RELEASE IS NOT INTENDED TO CONSTITUTE AN OFFER OR SOLICITATION TO PURCHASE OR INVEST IN THE BONDS DESCRIBED HEREIN. THE BONDS MAY NOT BE PUBLICLY OFFERED, SOLD OR ADVERTISED, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM SWITZERLAND AND WILL NOT BE LISTED ON THE SIX SWISS EXCHANGE (THE “SIX ”) OR ON ANY OTHER STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND. NEITHER THIS PRESS RELEASE NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE BONDS CONSTITUTES A PROSPECTUS AS SUCH TERM IS UNDERSTOOD PURSUANT TO ART. 652A OR ART. 1156 OF THE SWISS CODE OF OBLIGATIONS OR A LISTING PROSPECTUS WITHIN THE MEANING OF THE SIX LISTING RULES OR THE LISTING RULES OF ANY OTHER REGULATED TRADING FACILITY IN SWITZERLAND OR A SIMPLIFIED PROSPECTUS OR A PROSPECTUS AS SUCH TERM IS DEFINED IN THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES, AND NEITHER THIS PRESS RELEASE NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE BONDS OR THE OFFERING MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND. NEITHER THIS PRESS RELEASE NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE OFFERING, THE ISSUER, OR THE BONDS HAVE BEEN OR WILL BE FILED WITH OR APPROVED BY ANY SWISS REGULATORY AUTHORITY. IN PARTICULAR, THE BONDS ARE NOT SUBJECT TO THE SUPERVISION BY ANY SWISS REGULATORY AUTHORITY, AND THIS PRESS RELEASE WILL NOT BE FILED WITH, AND THE OFFER OF BONDS WILL NOT BE SUPERVISED BY, THE SWISS FINANCIAL MARKETS SUPERVISORY AUTHORITY FINMA (“FINMA ”), AND THE OFFER OF BONDS HAS NOT BEEN AND WILL NOT BE AUTHORISED UNDER THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES ("CISA "). THE INVESTOR PROTECTION AFFORDED TO ACQUIRERS OF INTERESTS IN COLLECTIVE INVESTMENT SCHEMES UNDER THE CISA DOES NOT EXTEND TO ACQUIRERS OF BONDS.

JPMORGAN CHASE BANK, N.A. IS ORGANISED UNDER THE LAWS OF THE U.S.A. WITH LIMITED LIABILITY.

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