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Listing | | Application will be made to the Singapore Exchange Securities Trading Limited for the listing and quotation of the Euro-denominated Notes. |
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Governing law | | New York |
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Fiscal Agent | | The Bank of New York Mellon |
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Common Code | | 252971343 |
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ISIN | | XS2529713435 |
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Ratings | | Aa2 (Moody’s) / AA (Standard & Poor’s) / AA- (Fitch) |
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Joint Bookrunners and Joint Lead Managers | | Merrill Lynch International, Citigroup Global Markets Limited, Crédit Agricole Corporate and Investment Bank, Credit Suisse (Hong Kong) Limited, The Hongkong and Shanghai Banking Corporation Limited, ING Bank N.V. and KDB Asia Limited |
MiFID II professionals/ECPs-only — Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels).
UK MiFIR professionals/ECPs-only — Manufacturer target market (UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels).
This Final Term Sheet should be read in conjunction with the prospectus dated August 16, 2022, as supplemented by the preliminary prospectus supplement dated August 30, 2022 (the “Preliminary Prospectus”), relating to the Euro-denominated Notes. Capitalized terms used but not defined herein have the meanings given to them in the Preliminary Prospectus. All references to the “Notes” herein are to the Euro-denominated Notes.
The Issuer has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the Issuer has filed with the Securities and Exchange Commission for more complete information about the Issuer and this offering. You may get these documents for free by visiting EDGAR on the Web site of the Securities and Exchange Commission at www.sec.gov. Alternatively, the Issuer, an underwriter or dealer participating in the offering will arrange to send you the prospectus if you request it by calling The Hongkong and Shanghai Banking Corporation Limited at +1-866-811-8049.
The most recent prospectus can be accessed through the following link: https://www.sec.gov/Archives/edgar/data/0000869318/000119312522233465/d337506d424b5.htm
Hong Kong Securities and Futures Commission Code of Conduct (Paragraph 21 – Bookbuilding and Placing Activities) – In the context of any offering of securities, certain of the Joint Bookrunners and other intermediaries are “capital markets intermediaries” (together, the “CMIs”) subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (the “Code”).
Associated Orders and Proprietary Orders: Prospective investors who are the directors, employees or major shareholders of the Issuer, a CMI or any of its group companies will be considered as having an association with the Issuer, the relevant CMI or the relevant group company. Prospective investors associated with the Issuer or a CMI (including any of its group companies) should specifically disclose whether they have any such association to a CMI and the Joint Bookrunners (and such CMI and the Joint Bookrunners may be required to pass such information to the Issuer and certain other CMIs) when placing an order for such securities and should disclose, at the same time, if such orders may negatively impact the price discovery process in relation to the offering. Prospective investors who do not disclose their associations are deemed not to be so associated. Where prospective investors disclose such associations but do not disclose that such order may negatively impact the price discovery process in relation to the offering, such order is hereby deemed not to negatively impact the price discovery process in relation to the offering. If an investor is an asset management arm affiliated with a CMI, such prospective investor should indicate when placing an order if it is for a fund or portfolio where such CMI or its group company has more than 50% interest, in which case it will be classified as a “proprietary order” and subject to appropriate handling by CMIs in accordance with the Code and should disclose, at the same time, if such “proprietary order” may negatively impact the price discovery process in relation to the offering. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order is not such a “proprietary order”. If a prospective investor is otherwise affiliated with a CMI, such that its order may be considered to be a “proprietary order” (pursuant to the Code), such prospective investor should indicate to a CMI and the Joint Bookrunners when placing such order. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order is not such a “proprietary order”. Where prospective investors disclose such information but do not disclose that such “proprietary order” may negatively impact the price discovery process in relation to the offering, such “proprietary order” is hereby deemed not to negatively impact the price discovery process in relation to the offering.