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| SeniorCo-Managers: | | Bank of Montreal, London Branch Credit Suisse Securities (Europe) Limited DNB Markets, Inc. Mizuho International plc |
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| Co-Managers: | | Citigroup Global Markets Limited DZ Financial Markets LLC Goldman Sachs & Co. LLC HSBC Securities (USA) Inc. Merrill Lynch International PNC Capital Markets LLC RBC Europe Limited Siebert Williams Shank & Co., LLC The Toronto-Dominion Bank UniCredit Bank AG U.S. Bancorp Investments, Inc. Wells Fargo Securities International Limited |
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| Expected Listing: | | The Company will use its reasonable efforts to list the Notes on the New York Stock Exchange. The listing application will be subject to approval by the New York Stock Exchange. If the application is approved, trading of the Notes on the New York Stock Exchange is expected to begin within 30 days of the original issue date of the Notes. If such a listing is obtained, the Company will have no obligation to maintain such listing and may delist the Notes at any time. |
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| Target Market (MiFID II Product Governance): | | Eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as not available to retail in EEA. |
* The Company expects to deliver the Notes against payment therefor on or about November 15, 2019, which is the fifth London business day following the date of the pricing of the Notes (such settlement cycle being referred to as “T+5”). Under the EU Central Securities Depositaries Regulation, trades in the secondary market generally are required to settle in two London business days unless the parties to such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes earlier than the second London business day before November 15, 2019 will be required, by virtue of the fact that the Notes initially will settle T+5, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement, and so should consult their own advisors.
** An explanation of the significance of ratings may be obtained from the rating agencies. Generally, rating agencies base their ratings on such material and information, and such of their own investigations, studies and assumptions, as they deem appropriate. Each rating of the Notes should be evaluated independently of any other rating and of similar ratings of other securities. A credit rating of a security is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
This Pricing Term Sheet supplements the Preliminary Prospectus Supplement issued by the Company on November 8, 2019 relating to its prospectus dated February 26, 2019, Registration StatementNo. 333-229882.
The Company has filed a registration statement (including a base prospectus) and the Preliminary Prospectus Supplement with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the Preliminary Prospectus Supplement, the final prospectus supplement (when available) and the accompanying base prospectus in that registration statement and other documents the Company has filed with the SEC for more complete information about the Company and this offering. You may obtain these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the Company, any underwriter or any dealer participating in the offering will arrange to send you the Preliminary Prospectus Supplement, the final prospectus supplement (when available) and the accompanying base prospectus if you request it by calling BNP Paribas at1-800-854-5674, J.P. Morgan Securities plc collect at+44-207-134-2468, MUFG Securities EMEA plc at+44-20-7577-2228 and SMBC Nikko Capital Markets Limited at+44-203-527-7552.
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