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
AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN
WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE
LAW.
Following the placement on 10 October 2018, JPMorgan Chase Bank,
N.A. today announces the initial exchange price of the cash-settled
exchangeable bonds due 2021 (the “Bonds”) in aggregate
principal amount of USD 205 million, referable to ordinary shares
of Dufry AG (the “Shares”)
The initial exchange price of the Bonds has been set at CHF
134.8547, representing a 25% premium over the reference share price
of CHF 107.8837, which was determined in the manner described in
the press announcements released on 10 October 2018 and based on a
Reference FX Rate of CHF:USD 1.0096.
Settlement and delivery of the Bonds took place today.
About JPMorgan Chase & Co.
JPMorgan Chase & Co. (NYSE: JPM) is a leading global
financial services firm with assets of $2.6 trillion and
operations worldwide. The firm 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 AN OFFER TO REPURCHASE ANY OUTSTANDING BONDS OR
POSSESSION OR DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR
PUBLICITY MATERIAL RELATING TO THE BONDS OR THE OUTSTANDING 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.
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). THIS
INDICATIVE TERM SHEET IS NOT 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 ARTICLE 2(1)(E) OF THE PROSPECTUS DIRECTIVE
(“QUALIFIED INVESTORS”). FOR THESE PURPOSES, THE EXPRESSION
"PROSPECTUS DIRECTIVE" MEANS DIRECTIVE 2003/71/EC, AS
AMENDED.
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS
CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN
FINANCIAL INSTRUMENTS, AS AMENDED (“MIFID II”); (B) ARTICLES
9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593
SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES
(TOGETHER, THE “MIFID II PRODUCT GOVERNANCE REQUIREMENTS”),
AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT,
CONTRACT OR OTHERWISE, WHICH ANY “MANUFACTURER” (FOR THE PURPOSES
OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE
WITH RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO A PRODUCT
APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET
FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS
ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR
DISTRIBUTION OF THE BONDS TO ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY
OFFERING, SELLING OR RECOMMENDING THE BONDS (A
"DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE
MANUFACTURER’S TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR
SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET
MARKET ASSESSMENT IN RESPECT OF THE BONDS (BY EITHER ADOPTING OR
REFINING THE MANUFACTURER‘S TARGET MARKET ASSESSMENT) AND
DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE
REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN
RELATION TO ANY OFFERING OF THE BONDS.
FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES
NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS
FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY
INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE
ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE BONDS.
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 MIFID II;
OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE 2002/92/EC,
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.
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.
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.
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.
THE BONDS MAY NOT BE PUBLICLY OFFERED IN SWITZERLAND AND WILL
NOT BE LISTED ON THE SIX SWISS EXCHANGE (“SIX”) OR ON ANY
OTHER STOCK EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND.
THIS PRESS RELEASE DOES NOT CONSTITUTE A PROSPECTUS WITHIN THE
MEANING OF, AND HAS BEEN PREPARED WITHOUT REGARD TO THE DISCLOSURE
STANDARDS FOR ISSUANCE PROSPECTUSES UNDER ART. 652A OR ART. 1156 OF
THE SWISS CODE OF OBLIGATIONS OR THE DISCLOSURE STANDARDS FOR
LISTING PROSPECTUSES UNDER ART. 27 FF. OF THE SIX LISTING RULES OR
THE LISTING RULES OF 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 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, THIS PRESS RELEASE
WILL NOT BE FILED WITH, AND THE OFFER OF BONDS WILL NOT BE
SUPERVISED BY, THE SWISS FINANCIAL MARKET 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.
# # #
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version on businesswire.com: https://www.businesswire.com/news/home/20181017005806/en/
JPMorgan Chase BankPatrick Burton+44 (0) 207 134
9041patrick.o.burton@jpmorgan.com
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