Business Wire

JPMorgan Chase Bank Launches Offering of Cash-Settled Exchangeable Bonds into Dufry AG Due 2021

Jaa

JPMorgan Chase Bank, N.A. (the “Issuer”) today announces the launch of an offering of cash-settled exchangeable bonds due 2021 (the “Bonds”) in aggregate principal amount of up to approximately USD 350 million. The Bonds are referable to ordinary shares (the “Shares”) of Dufry AG (the “Company”). Exchange rights in respect of the Bonds will be cash-settled only.

The Issuer is rated A+ (Stable outlook) by Standard & Poor’s, Aa3 (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 thereof and will not bear interest. The Bonds will be marketed with an issue price range of 100% to 102%, corresponding to an annual gross yield to maturity of -0.66% to 0.00%, and are expected to be redeemed at par on 11 January 2021.

The initial exchange price (the “Initial Exchange Price”) will be set at a 30% premium to the reference share price (the “Share Reference Price”) that will be based on the arithmetic average of the daily volume-weighted average prices of a Share on the Swiss Stock Exchange over a period of 5 consecutive trading days commencing on (and including) 5 January 2018, subject as provided in the terms and conditions of the Bonds (the “Share Reference Period”). 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 11 January 2018 at the end of the Share Reference Period.

The Issuer shall 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 Eurex Corporate Actions Procedures or such successor policy or (ii) a Nationalisation and/or a Delisting occurs, each as further described in the terms and conditions IMPORTANT NOTICEof the Bonds. The Issuer may, at its option, redeem all outstanding the Bonds at the early redemption amount on the early redemption date if a Change in Law occurs, as further described in the terms and conditions of the Bonds.

Settlement and delivery of the Bonds is expected to take place on 11 January 2018 (the “Issue Date”).

The net proceeds from the issue of 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 no later than one month after the Issue Date.

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 Bonds more generally, including without limitation during such averaging or valuation periods.

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 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.

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 MANUFACTURER’S PRODUCT APPROVAL PROCESS, THE TARGET MARKET ASSESSMENT IN RESPECT OF THE BONDS HAS LED TO THE CONCLUSION THAT: (I) THE TARGET MARKET FOR THE BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN DIRECTIVE 2014/65/EU, AS AMENDED ("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 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.

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.

Contact information

Media:
JPMorgan Chase Bank
Jennifer Zuccarelli, +44 (0) 207 134 8504
jennifer.r.zuccarelli@jpmorgan.com

Tietoja julkaisijasta

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

Tilaa tiedotteet sähköpostiisi

Haluatko tietää asioista jo ennen kuin ne uutisoidaan? Kun tilaat tiedotteemme tältä julkaisijalta, saat ne sähköpostiisi yhtä aikaa suomalaisen median kanssa. Tilauksen voit halutessasi perua milloin tahansa.

Lue lisää julkaisijalta Business Wire

Corsearch Names Diane Plaut as Global General Counsel and Head of HR23.1.2018 00:00Tiedote

Corsearch, a trademark and domain solutions leader, is pleased to announce that Diane Plaut has joined the company as Global General Counsel and Head of HR, reporting to President and CEO Tobias Hartmann. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180122006527/en/ Diane Plaut, Global General Counsel and Head of HR, Corsearch (Photo: Business Wire) A long-time Corsearch Advisory Board member, client, and collaborator, Ms. Plaut brings to Corsearch over 25 years of experience in global intellectual property law, IP portfolio management, brand protection and enforcement, corporate law, privacy, and compliance. Ms. Plaut’s arrival comes as Corsearch begins a new chapter as an independent company, following its acquisition by Audax Private Equity earlier this month. “Diane is a born leader who is deeply knowledgeable about Corsearch products and services and the industry we serve,” said Mr. Hartmann. “Her passion for our compa

Bacardi to Acquire Patrón Tequila22.1.2018 23:28Tiedote

Family-owned Bacardi Limited, the largest privately held spirits company in the world, announced today that it is expanding its portfolio of premium spirits with a definitive agreement to acquire 100% ownership of Patrón Spirits International AG and its PATRÓN® brand, the world’s top-selling ultra-premium tequila. The transaction, which is subject to customary closing conditions, follows the successful relationship the companies have had for nearly a decade since Bacardi’s initial acquisition of a significant minority stake in Patrón in 2008. The transaction reflects an enterprise value for Patrón of US$5.1 billion and is expected to close in the first half of 2018. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180122006459/en/ Bacardi agrees to acquire 100% ownership of Patrón Spirits International and its PATRÓN® brand, the world’s top-selling ultra-premium tequila. (Photo: Business Wire) According to the most recent IWSR

PMI’s Salary Survey Reveals that Project Management Practitioners with the PMP Certification Earn 23% More22.1.2018 19:58Tiedote

Project Management Institute’s (PMI) Earning Power Report reveals a significant advantage in earning potential for PMP® certified practitioners. Survey respondents holding the Project Management Professional (PMP)® certification report higher median salaries than those without a PMP certification―23% higher on average across the 37 countries surveyed. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180122006262/en/ (Graphic: Business Wire) The Earning Power: Project Management Salary Survey is a comprehensive biennial salary survey that offers insight into the value of project management skills, experience and certifications. It is an industry-leading source of data, giving project management practitioners a greater awareness of their earning potential and helping employers, compensation committees, human resource departments and executive recruiters to better determine salary ranges. The 10th edition of the survey incorporate

ABB and City of Davos Pave the Way to Sustainable Mobility Through E-Vehicle Innovation22.1.2018 18:41Tiedote

For this year’s annual World Economic Forum (January 23–26, 2018), the city of Davos and ABB have teamed up in a long-term partnership to provide e-infrastructure for public and private transportation. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180122006126/en/ ABB flash-charging station in Davos (Photo: Business Wire) Davos residents and WEF guests can experience the pioneering TOSA bus for themselves. The award-winning TOSA bus, developed by ABB in Switzerland, is already in use in Geneva and will soon be implemented in the French city of Nantes. It can recharge its battery in just 20 seconds as passengers board and disembark. In Davos, it will operate on the busy Line 1, running from the tourist center to the hospital. This is the first time TOSA technology is being used in an Alpine region. The idea is to run the system under extreme winter weather conditions; ABB and its project partners expect to gain valuable insig

Ferring enters into worldwide OmniAb® platform license agreement with Ligand22.1.2018 17:00Tiedote

Ferring Pharmaceuticals announced today that it has entered into a worldwide license agreement with Ligand Pharmaceuticals to use Ligand’s OmniAb platform® to discover new human monoclonal antibodies for a range of indications. Under the agreement, Ferring will use OmniAb to accelerate development solutions for unmet patient needs in reproductive medicine and women’s health, urology and gastroenterology. “Antibody-based therapies improve the quality of life and care for patients with a wide range of conditions but have not been fully investigated, in particular in the area of reproductive medicine and women’s health,” said Armin Metzger, Senior Vice President, Head of Global Pharmaceutical Research and Development, Ferring Pharmaceuticals. “This agreement expands Ferring’s growing capabilities in biologics and broadens our historical focus on peptides, opening up significant opportunities for discoveries that will help patients to live better lives.” Ligand's OmniAb® platforms produce

Calvin Klein, Inc. Announces the Spring/Summer 2018 Calvin Klein Underwear and Calvin Klein Jeans Global Advertising Campaign22.1.2018 17:00Tiedote

Calvin Klein, Inc., a wholly owned subsidiary of PVH Corp. [NYSE:PVH], today announced its new CALVIN KLEIN UNDERWEAR and CALVIN KLEIN JEANS global multi-media advertising campaign. The campaign represents the latest iteration of the evolution in the CALVIN KLEIN brand’s globally recognized #MYCALVINS call to action: Our Family. #MYCALVINS. This press release features multimedia. View the full release here: http://www.businesswire.com/news/home/20180122005732/en/ CALVIN KLEIN, INC. ANNOUNCES THE SPRING/SUMMER 2018 Campaign Led by Kim Kardashian West, Khloé Kardashian, Kourtney Kardashian, Kendall Jenner and Kylie Jenner Shot by photographer Willy Vanderperre, the latest chapter of this new campaign features sisters Kim Kardashian West, Khloé Kardashian, Kourtney Kardashian, Kendall Jenner and Kylie Jenner. The siblings are featured wearing styles of CALVIN KLEIN UNDERWEAR that are available in stores and online now, including CALVIN KLEIN Modern Cotton and the new CALVIN KLEIN Body ran

Uutishuoneessa voit lukea tiedotteitamme ja muuta julkaisemaamme materiaalia. Löydät sieltä niin yhteyshenkilöidemme tiedot kuin vapaasti julkaistavissa olevia kuvia ja videoita. Uutishuoneessa voit nähdä myös sosiaalisen median sisältöjä. Kaikki STT Infossa julkaistu materiaali on vapaasti median käytettävissä.

Tutustu uutishuoneeseemme