Business Wire

JPMorgan Chase Bank Announces Initial Exchange Price for the Cash-Settled Exchangeable Bonds into Dufry Due 2021

Share

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.

# # #

To view this piece of content from cts.businesswire.com, please give your consent at the top of this page.

Contact information

JPMorgan Chase Bank
Patrick Burton
+44 (0) 207 134 9041
patrick.o.burton@jpmorgan.com

About Business Wire

For more than 50 years, Business Wire has been the global leader in press release distribution and regulatory disclosure.

Subscribe to releases from Business Wire

Subscribe to all the latest releases from Business Wire by registering your e-mail address below. You can unsubscribe at any time.

Latest releases from Business Wire

“Unfortunately, not a lot has changed for girls in football.”19.3.2024 12:00:00 EET | Press release

PUMA CEO Arne Freundt and Alexandra Popp, the captain of the Germany national football team, spoke about leadership and the challenges of women in football. The video interview is part of the sports company’s digital annual report, which was published on March 18 on about.puma.com. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240319731548/en/ Voted Germany’s footballer of the year three times, Alexandra is one of the most prominent ambassadors for women’s football and she is known for her skill and charismatic leadership on the pitch. She started off her career playing in a mixed team, and she distinctly recalled how girls were often belittled and treated unfairly on the pitch. “Football is still pretty tough for girls. The boys in my team were cool. But our opponents were another story. They laughed at you. They said: look, they have a girl in their team, we’ll beat them easily,” Alexandra said. “Or when you play and you

Moove secures USD $100 million Series B round19.3.2024 11:01:00 EET | Press release

Moove, the global mobility fintech that democratises access to vehicle ownership for mobility entrepreneurs, today announces that it has raised $100 million in a Series B funding round, valuing the company at $750m. Uber invested in the round alongside Mubadala, who led Moove’s previous funding round in 2023. The round will enable Moove to expand its customer focused revenue-based vehicle financing offering to 16 markets around the world by the end of 2025. A considerable portion of this expansion will focus on electric vehicles (EVs), which will lay the groundwork for a more sustainable and accessible mobility ecosystem for its customers worldwide. Ladi Delano, Founder of Moove, said: “Today’s announcement marks a significant milestone for us. When we founded Moove in 2020, we were motivated to solve the acute shortage of vehicle financing that over two million African mobility entrepreneurs faced. “This validation from Uber and others stands as a testament to the fact that what was o

Cielo Debuts First Generative AI for Talent Acquisition: CLO.ai19.3.2024 10:11:00 EET | Press release

Cielo, the world’s leading Talent Acquisition Partner, today debuts the first generative AI (GenAI) for talent acquisition: CLO.ai. Based on a new set of industry principles for responsible AI use, the intelligent tool allows talent leaders to maximize the power of GenAI for better hiring outcomes fast, while protecting candidates' experiences. This press release features multimedia. View the full release here: https://www.businesswire.com/news/home/20240319387916/en/ “In a competitive, noisy market with many emerging, and sometimes unproven, methodologies and technologies, Cielo has established a responsible approach to artificial intelligence in human resources & talent acquisition. At Cielo, their data scientists, engineers, and talent acquisition experts collaborate to improve GenAI models, assess data for relevancy and accuracy, and operate in a secure environment, thus contributing to an enhanced experience for their clients and candidates. They are not only navigating the landsc

AMWC 2024: Galderma to Share New Data From Its Leading Injectable Aesthetic Portfolio19.3.2024 09:00:00 EET | Press release

Galderma will present the latest updates from its broad portfolio of clinically-proven and holistic range of aesthetic treatments at the 22nd Aesthetic & Anti-Aging Medicine World Congress (AMWC) on March 27-29, 2024. The diversity of Galderma’s portfolio, designed to meet the individual needs of healthcare professionals and patients, will be showcased in 16 research posters – including data from the world’s most diverse range of fillers (Restylane®), leading neuromodulator portfolio (RelabotulinumtoxinA, Alluzience® and Azzalure®) and original biostimulator (Sculptra®) – as well as two symposia and a booth, which will host an array of live demonstrations and ‘Meet the Expert’ sessions. “Galderma’s extensive activities at AMWC demonstrate our commitment to pushing the boundaries of injectable aesthetics, to anticipate and address tomorrow’s needs today. By evolving and expanding our existing treatments, developing new innovations, and conducting cutting-edge research into the groundbre

NetApp Empowers Customers to Securely “Talk to Their Data” in Collaboration with NVIDIA19.3.2024 01:00:00 EET | Press release

NetApp® (NASDAQ: NTAP) today announced it is collaborating with NVIDIA to advance retrieval-augmented generation (RAG) for generative AI applications. The new collaboration directly connects the just-announced NVIDIA NeMo Retriever microservices—coming to the NVIDIA AI Enterprise software platform for development and deployment of production-grade AI applications, including generative AI—to exabytes of data on NetApp’s intelligent data infrastructure. Every NetApp ONTAP® customer will now be able to seamlessly “talk to their data” to access proprietary business insights without having to compromise the security or privacy of their data. Enterprises want to leverage publicly available large language models to talk directly and securely to their corporate data with assurance that their private data will never be accessible outside the enterprise. Until now, enterprises that wanted to build internal chatbots, co-pilots, and applications that leverage corporate knowledge were faced with co

In our pressroom you can read all our latest releases, find our press contacts, images, documents and other relevant information about us.

Visit our pressroom
HiddenA line styled icon from Orion Icon Library.Eye