Terms Agreement, dated as of March 1, 2018 among Chubb INA Holdings Inc., Chubb Limited, Merrill Lynch International, Barclays Bank PLC, Deutsche Bank AG, London Branch, MUFG Securities EMEA plc, Wells Fargo Securities International Limited, ANZ Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, DBS Bank Ltd., HSBC Bank plc, ING Bank N.V., Belgian Branch, J.P. Morgan Securities plc, RBC Europe Limited, Scotiabank Europe plc and Standard Chartered Bank
Exhibit 1.2
EXECUTION VERSION
CHUBB INA HOLDINGS INC.
(a Delaware corporation)
Debt Securities
Unconditionally Guaranteed as to Payment of
Principal, Premium, if any, and Interest by
CHUBB LIMITED
TERMS AGREEMENT
March 1, 2018
To: | CHUBB INA HOLDINGS INC. |
436 Walnut Street, WA06K
Philadelphia, PA 19106
CHUBB LIMITED
Bärengasse 32,
CH-8001 Zurich, Switzerland
Ladies and Gentlemen:
We understand that Chubb INA Holdings Inc., a Delaware corporation (the Company), proposes to issue and sell 900,000,000 aggregate principal amount of its senior debt securities due 2028 (the Underwritten 2028 Securities) and 900,000,000 aggregate principal amount of its senior debt securities due 2038 (the Underwritten 2038 Securities and, together with the Underwritten 2028 Securities, the Underwritten Securities), which will be unconditionally guaranteed as to payment of principal, premium, if any, and interest by Chubb Limited, a Swiss company. Subject to the terms and conditions set forth or incorporated by reference herein, the underwriters named below (the Underwriters) offer to purchase, severally and not jointly, the principal amount of Underwritten Securities opposite their names set forth below at the purchase price set forth below.
With Respect to the Underwritten 2028 Securities
Underwriter | Percentage | Principal Amount of Underwritten 2028 Securities | ||||||
Merrill Lynch International | 22.0000 | % | | 198,000,000 | ||||
Barclays Bank PLC | 22.0000 | % | | 198,000,000 | ||||
Deutsche Bank AG, London Branch | 22.0000 | % | | 198,000,000 | ||||
MUFG Securities EMEA plc | 7.0010 | % | | 63,009,000 | ||||
Wells Fargo Securities International Limited | 7.0010 | % | | 63,009,000 | ||||
ANZ Securities, Inc. | 1.8180 | % | | 16,362,000 | ||||
BNY Mellon Capital Markets, LLC | 1.8180 | % | | 16,362,000 | ||||
Citigroup Global Markets Limited | 1.8180 | % | | 16,362,000 | ||||
Credit Suisse Securities (Europe) Limited | 1.8180 | % | | 16,362,000 | ||||
DBS Bank Ltd. | 1.8180 | % | | 16,362,000 | ||||
HSBC Bank plc | 1.8180 | % | | 16,362,000 | ||||
ING Bank N.V., Belgian Branch | 1.8180 | % | | 16,362,000 | ||||
J.P. Morgan Securities plc | 1.8180 | % | | 16,362,000 | ||||
RBC Europe Limited | 1.8180 | % | | 16,362,000 | ||||
Scotiabank Europe plc | 1.8180 | % | | 16,362,000 | ||||
Standard Chartered Bank | 1.8180 | % | | 16,362,000 | ||||
Total: | 100 | % | | 900,000,000 | ||||
|
|
The Underwritten 2028 Securities shall have the following terms:
Title: | 1.550% Senior Notes due 2028 | |
Rank: | Senior Debt | |
Aggregate principal amount: | 900,000,000 | |
Denomination: | 100,000 and integral multiples of 1,000 in excess thereof | |
Currency of payment: | Euro | |
Interest rate or formula: | 1.550% per annum | |
Interest payment dates: | Each March 15, beginning March 15, 2019 | |
Regular record dates: | The business day immediately preceding the relevant interest payment date | |
Stated maturity date: | March 15, 2028 | |
Optional redemption provisions: | As described in the Companys Preliminary Prospectus Supplement dated February 23, 2018 to the Prospectus dated October 23, 2015 (the Preliminary Prospectus Supplement),
Make-Whole Call prior to December 15, 2027 (DBR + 15 bps)
Par Call on or after December 15, 2027. | |
Sinking fund requirements: | None | |
Conversion or exchange provisions: | None | |
Listing requirements: | New York Stock Exchange |
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Black-out provisions: | None | |
Fixed or Variable Price Offering: | Fixed Price Offering | |
Initial public offering price: | 99.742% of the principal amount, plus accrued interest, if any, from March 7, 2018 | |
Purchase price: | 99.292% of the principal amount, plus accrued interest, if any, from March 7, 2018 | |
Form: | Global certificate representing the Underwritten 2028 Securities registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee of the common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream) | |
Applicable Time: | 12:23 P.M. New York City time | |
Other terms and conditions: | The Underwritten 2028 Securities will be issued under an indenture dated as of August 1, 1999, among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A. (the Bank of New York Mellon, formerly known as The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (as supplemented by the First Supplemental Indenture, dated as of March 13, 2013, and as may be further amended or supplemented from time to time (including by any supplement which may be entered into in connection with the issuance of the Underwritten 2028 Securities), the Senior Indenture). For purposes of the Underwritten 2028 Securities, all references in the Underwriting Agreement (as defined below) to the applicable Indenture shall be deemed to refer to the Senior Indenture. | |
London payment agent: | The Company and the Guarantor have appointed The Bank of New York Mellon, London branch, as its London paying agent pursuant to a Paying Agency Agreement to be dated March 7, 2018 | |
Settlement date: | T+4 (March 7, 2018) | |
Closing date and location: | March 7, 2018; Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, England |
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With Respect to the Underwritten 2038 Securities
Underwriter | Percentage | Principal Amount of Underwritten 2038 Securities | ||||||
Merrill Lynch International | 22.0000 | % | | 198,000,000 | ||||
Barclays Bank PLC | 22.0000 | % | | 198,000,000 | ||||
Deutsche Bank AG, London Branch | 22.0000 | % | | 198,000,000 | ||||
MUFG Securities EMEA plc | 7.0010 | % | | 63,009,000 | ||||
Wells Fargo Securities International Limited | 7.0010 | % | | 63,009,000 | ||||
ANZ Securities, Inc. | 1.8180 | % | | 16,362,000 | ||||
BNY Mellon Capital Markets, LLC | 1.8180 | % | | 16,362,000 | ||||
Citigroup Global Markets Limited | 1.8180 | % | | 16,362,000 | ||||
Credit Suisse Securities (Europe) Limited | 1.8180 | % | | 16,362,000 | ||||
DBS Bank Ltd. | 1.8180 | % | | 16,362,000 | ||||
HSBC Bank plc | 1.8180 | % | | 16,362,000 | ||||
ING Bank N.V., Belgian Branch | 1.8180 | % | | 16,362,000 | ||||
J.P. Morgan Securities plc | 1.8180 | % | | 16,362,000 | ||||
RBC Europe Limited | 1.8180 | % | | 16,362,000 | ||||
Scotiabank Europe plc | 1.8180 | % | | 16,362,000 | ||||
Standard Chartered Bank | 1.8180 | % | | 16,362,000 | ||||
Total: | 100 | % | | 900,000,000 | ||||
|
|
The Underwritten 2038 Securities shall have the following terms:
Title: | 2.500% Senior Notes due 2038 | |
Rank: | Senior Debt | |
Aggregate principal amount: | 900,000,000 | |
Denomination: | 100,000 and integral multiples of 1,000 in excess thereof | |
Currency of payment: | Euro | |
Interest rate or formula: | 2.500% per annum | |
Interest payment dates: | Each March 15, beginning March 15, 2019 | |
Regular record dates: | The business day immediately preceding the relevant interest payment date | |
Stated maturity date: | March 15, 2038 | |
Optional redemption provisions: | As described in the Companys Preliminary Prospectus Supplement dated February 23, 2018 to the Prospectus dated October 23, 2015 (the Preliminary Prospectus Supplement),
Make-Whole Call prior to September 15, 2037 (DBR + 25 bps)
Par Call on or after September 15, 2037. | |
Sinking fund requirements: | None | |
Conversion or exchange provisions: | None | |
Listing requirements: | New York Stock Exchange |
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Black-out provisions: | None | |
Fixed or Variable Price Offering: | Fixed Price Offering | |
Initial public offering price: | 99.999% of the principal amount, plus accrued interest, if any, from March 7, 2018 | |
Purchase price: | 99.299% of the principal amount, plus accrued interest, if any, from March 7, 2018 | |
Form: | Global certificate representing the Underwritten 2038 Securities registered in the name of The Bank of New York Depository (Nominees) Limited, as nominee of the common depositary for Euroclear Bank S.A./N.V. (Euroclear) and Clearstream Banking, société anonyme (Clearstream) | |
Applicable Time: | 12:23 PM New York City time | |
Other terms and conditions: | The Underwritten 2038 Securities will be issued under an indenture dated as of August 1, 1999, among the Company, the Guarantor and The Bank of New York Mellon Trust Company, N.A. (the Bank of New York Mellon, formerly known as The Bank of New York Trust Company, N.A., as successor to J.P. Morgan Trust Company, National Association and The First National Bank of Chicago), as trustee (as supplemented by the First Supplemental Indenture, dated as of March 13, 2013, and as may be further amended or supplemented from time to time (including by any supplement which may be entered into in connection with the issuance of the Underwritten 2038 Securities), the Senior Indenture). For purposes of the Underwritten 2038 Securities, all references in the Underwriting Agreement (as defined below) to the applicable Indenture shall be deemed to refer to the Senior Indenture. | |
London payment agent: | The Company and the Guarantor have appointed The Bank of New York Mellon, London branch, as its London paying agent pursuant to a Paying Agency Agreement to be dated March 7, 2018 | |
Settlement date: | T+4 (March 7, 2018) | |
Closing date and location: | March 7, 2018; Sidley Austin LLP, Woolgate Exchange, 25 Basinghall Street, London EC2V 5HA, England |
Notices: Notice to the Underwriters shall be directed to the following, as Representatives, as follows:
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Attention: Syndicate Desk
Facsimile: +44 (0)20 7995 0048
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Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London E14 4BB
United Kingdom
Attention: Debt Syndicate
Facsimile: +44 (0) 20 7516 7548
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Attention: Syndicate Desk
Facsimile: +44 ###-###-####
All of the provisions contained in the document attached as Annex I hereto entitled CHUBB INA HOLDINGS INC. (a Delaware corporation) Senior and Subordinated Debt Securities Unconditionally Guaranteed as to Payment of Principal, Premium, if any, and Interest by CHUBB LIMITED UNDERWRITING AGREEMENT (the Underwriting Agreement) are hereby incorporated by reference in their entirety herein and shall be deemed to be a part of this Terms Agreement to the same extent as if such provisions had been set forth in full herein. Terms defined in such document are used herein as therein defined.
Each of the parties hereto hereby expressly and irrevocably submits to the non-exclusive jurisdiction of any competent court in the place of its domicile and any United States Federal or New York State court sitting in the Borough of Manhattan in The City of New York in any action, suit or proceeding arising out of or relating to this Terms Agreement or the transactions contemplated hereby or thereby to the extent that such court has subject matter jurisdiction over the controversy, and expressly and irrevocably waives, to the extent permitted under applicable law, any immunity from the jurisdiction thereof and any claim or defense in such action, suit or proceeding based on a claim of improper venue, forum non conveniens or any similar basis to which it might otherwise be entitled in any such action, suit or proceeding. Each of the Company and the Guarantor irrevocably appoints Chubb Group Holdings Inc., 1133 Avenue of the Americas, 32nd Floor, New York, New York 10036, as its authorized agent in the Borough of Manhattan in The City of New York upon which process may be served in any such action, suit or proceeding, and agrees that service of process upon such agent, and written notice of said service to the Company or the Guarantor by the person serving the same to the address provided in Section 11 of the Underwriting Agreement, shall be deemed in every respect effective service of process upon the Company or the Guarantor, as the case may be, in any such action, suit or proceeding. Each of the Company and the Guarantor further agrees to take any and all action as may be necessary to maintain such designation and appointment of such agent in full force and effect for a period of seven years from the date of this Terms Agreement.
By executing this Terms Agreement, each of the Underwriters hereby agrees to be bound by the provisions of the ICMA Agreement Among Managers Version 1 (Fixed-Price Non-Equity Related Issues)/New York Law Schedule (the AMM), save that clause 3 of the AMM shall not apply and, in the event of any conflict between the provisions of the AMM and this Terms Agreement, the terms of this Terms Agreement shall prevail. For the purposes of the AMM, Managers means the Underwriters and the Lead Managers shall be Representative(s), Settlement Lead Manager and Stabilizing Manager means Merrill Lynch International and Subscription Agreement means this Terms Agreement.
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Solely for the purposes of the requirements of Article 9(8) of the MiFID Product Governance rules under EU Delegated Directive 2017/593 (the Product Governance Rules) regarding the mutual responsibilities of manufacturers under the Product Governance Rules:
a) | each of Merrill Lynch International, Barclays Bank PLC and Deutsche Bank AG, London Branch (each a Manufacturer and together the Manufacturers) acknowledges to each other Manufacturer that it understands the responsibilities conferred upon it under the Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Underwritten Securities and the related information set out in the Prospectus/announcements in connection with the Underwritten Securities; and |
b) | MUFG Securities EMEA plc, Wells Fargo Securities International Limited, ANZ Securities, Inc., BNY Mellon Capital Markets, LLC, Citigroup Global Markets Limited, Credit Suisse Securities (Europe) Limited, DBS Bank Ltd., HSBC Bank plc, ING Bank N.V., Belgian Branch, J.P. Morgan Securities plc, RBC Europe Limited, Scotiabank Europe plc, Standard Chartered Bank, the Company and Chubb Limited note the application of the Product Governance Rules and acknowledge the target market and distribution channels identified as applying to the Underwritten Securities by the Manufacturers and the related information set out in the Prospectus/announcements in connection with the Underwritten Securities. |
This Terms Agreement shall be governed by and construed in accordance with the laws of the State of New York.
Please accept this offer no later than 12:23 P.M. (New York City time) on March 1, 2018 by signing a copy of this Terms Agreement in the space set forth below and returning the signed copy to us.
[The remainder of this page intentionally left blank.]
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Very truly yours, | ||
MERRILL LYNCH INTERNATIONAL | ||
By: | /s/ Julien Roman | |
Name: Julien Roman | ||
Title: Managing Director | ||
BARCLAYS BANK PLC | ||
By: | /s/ Sean White | |
Name: Sean White | ||
Title: Legal UK & Europe | ||
DEUTSCHE BANK AG, LONDON BRANCH | ||
By: | /s/ Mary Hardgrove | |
Name: Mary Hardgrove | ||
Title: Managing Director | ||
By: | /s/ Anguel Zaprianov | |
Name: Anguel Zaprianov | ||
Title: Managing Director | ||
MUFG SECURITIES EMEA PLC | ||
By: | /s/ Trevor Kemp | |
Name: Trevor Kemp | ||
Title: Authorised Signatory | ||
WELLS FARGO SECURITIES INTERNATIONAL LIMITED | ||
By: | /s/ Alicia Reyes | |
Name: Alicia Reyes | ||
Title: CEO WFSIL |
Signature Page to Terms Agreement
ANZ SECURITIES, INC. | ||
By: | /s/ Ami Aharon | |
Name: Ami Aharon | ||
Title: Senior Vice President |
Signature Page to Terms Agreement
BNY MELLON CAPITAL MARKETS, LLC | ||
By: | /s/ Dan Klinger | |
Name: Dan Klinger | ||
Title: Managing Director |
Signature Page to Terms Agreement
CITIGROUP GLOBAL MARKETS LIMITED | ||
By: | /s/ Simi Alabi | |
Name: Simi Alabi | ||
Title: Delegated Signatory |
Signature Page to Terms Agreement
CREDIT SUISSE SECURITIES (EUROPE) LIMITED | ||
By: | /s/ Charlie Morin | |
Name: Charlie Morin | ||
Title: Director | ||
By: | /s/ Piers Ronan | |
Name: Piers Ronan | ||
Title: Managing Director |
Signature Page to Terms Agreement
DBS BANK LTD. | ||
By: | /s/ Lum Moe Tchun | |
Name: Lum Moe Tchun | ||
Title: Managing Director |
Signature Page to Terms Agreement
HSBC BANK PLC | ||
By: | /s/ Stuart King | |
Name: Stuart King | ||
Title: Director |
Signature Page to Terms Agreement
ING BANK N.V., BELGIAN BRANCH | ||
By: | /s/ Francois Opfergelt | |
Name: Francois Opfergelt | ||
Title: Managing Director DCM Origination | ||
By: | /s/ Benoit Van Den Hove | |
Name: Benoit Van Den Hove | ||
Title: Legal Advisor |
Signature Page to Terms Agreement
J.P. MORGAN SECURITIES PLC | ||
By: | /s/ Dimis Theodorou | |
Name: Dimis Theodorou | ||
Title: Executive Director |
Signature Page to Terms Agreement
RBC EUROPE LIMITED | ||
By: | /s/ Ivan Browne | |
Name: Ivan Browne | ||
Title: Duly Authorised Signatory |
Signature Page to Terms Agreement
SCOTIABANK EUROPE PLC | ||
By: | /s/ James Walter | |
Name: James Walter | ||
Title: Regional Director, Europe Legal | ||
By: | /s/ Kshamta Kaushik | |
Name: Kshamta Kaushik | ||
Title: Managing Director |
Signature Page to Terms Agreement
STANDARD CHARTERED BANK | ||
By: | /s/ Rajan Bagri | |
Name: Rajan Bagri | ||
Title: Head, FIG DCM Europe & Americas |
Signature Page to Terms Agreement
Accepted: | ||
CHUBB INA HOLDINGS INC. | ||
By: | /s/ Kenneth Koreyva | |
Name: Kenneth Koreyva | ||
Title: Senior Vice President and | ||
Chief Financial Officer | ||
CHUBB LIMITED | ||
By: | /s/ Joseph F. Wayland | |
Name: Joseph F. Wayland | ||
Title: Executive Vice President, | ||
General Counsel and Secretary |
Signature Page to Terms Agreement
Schedule I
ISSUER FREE WRITING PROSPECTUSES
Final Term Sheet dated March 1, 2018 (attached hereto as Schedule II)
Schedule II
CHUBB INA HOLDINGS INC.
FINAL TERM SHEET
Supplementing the Preliminary Prospectus | Filed Pursuant to Rule 433 | |
Supplement dated February 23, 2018 | Registration Statement No. 333-207570 | |
(To Prospectus dated October 23, 2015) | and 333-207570-03 |
1,800,000,000
Chubb INA Holdings Inc.
900,000,000 1.550% Senior Notes due 2028
900,000,000 2.500% Senior Notes due 2038
Each Fully and Unconditionally Guaranteed by
Chubb Limited
Pricing Term Sheet
March 1, 2018
Issuer: | Chubb INA Holdings Inc. | |
Guarantor: | Chubb Limited | |
Offering Format: | SEC Registered | |
Security Type: | Senior Unsecured Notes | |
Description of Securities: | 1.550% Senior Notes due 2028 (the 2028 Notes) 2.500% Senior Notes due 2038 (the 2038 Notes and, together with the 2028 Notes, the Notes) | |
Pricing Date: | March 1, 2018 | |
Settlement Date: | March 7, 2018 (T+4) | |
Maturity Date: | 2028 Notes: March 15, 2028 2038 Notes: March 15, 2038 | |
Principal Amount: | 2028 Notes: 900,000,000 2038 Notes: 900,000,000 | |
Public Offering Price: | 2028 Notes: 99.742% 2038 Notes: 99.999% | |
Coupon (Interest Rate): | 2028 Notes: 1.550% per year 2038 Notes: 2.500% per year | |
Coupon Payment Dates: | 2028 Notes: Annually on March 15, commencing March 15, 2019 2038 Notes: Annually on March 15, commencing March 15, 2019 |
Benchmark Government Security: | 2028 Notes: DBR 0.500% due 2/15/28 2038 Notes: DBR 4.000% due 1/4/37 | |||||
Benchmark Government Security Price / Yield: | 2028 Notes: 98.655 2038 Notes: 150.415 | |||||
Spread to Benchmark Government Security: | 2028 Notes: +93.8 basis points 2038 Notes: +146.1 basis points | |||||
Denomination: | 100,000 and integral multiples of 1,000 in excess thereof | |||||
Day Count Convention: | Actual/Actual (ICMA) | |||||
Yield to Maturity: | 2028 Notes: 1.578% 2038 Notes: 2.500% | |||||
Mid-Swaps: | 2028 Notes: 1.078% 2038 Notes: 1.550% | |||||
Spread to Mid-Swaps: | 2028 Notes: +50 basis points 2038 Notes: +95 basis points | |||||
Optional Redemption: | In each case as described in the Preliminary Prospectus Supplement | |||||
2028 Notes: | | Make-Whole Call prior to December 15, 2027 (DBR + 15 bps) | ||||
| Par Call on or after December 15, 2027 | |||||
2038 Notes: | | Make-Whole Call prior to September 15, 2037 (DBR + 25 bps) | ||||
| Par Call on or after September 15, 2037 | |||||
Listing: | The Issuer intends to apply to list the Notes on the New York Stock Exchange | |||||
CUSIP/ISIN/Common Code: | 2028 Notes: 171239 AA4/XS1785795763 ###-###-#### 2038 Notes: 171239 AB2/XS1785813251 ###-###-#### | |||||
Joint Book-Running Managers: | Merrill Lynch International Deutsche Bank AG, London Branch MUFG Securities EMEA plc Wells Fargo Securities International Limited | |||||
Co-Managers: | ANZ Securities, Inc. BNY Mellon Capital Markets, LLC Citigroup Global Markets Limited DBS Bank Ltd. HSBC Bank plc ING Bank N.V., Belgian Branch J.P. Morgan Securities plc RBC Europe Limited Scotiabank Europe plc Standard Chartered Bank |
* | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer and the guarantor have filed a registration statement (including a prospectus) with the SEC for the offerings to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer or the guarantor has filed with the SEC for more complete information about the issuer, the guarantor and these offerings. You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in these offerings will arrange to send you the prospectus if you request it by calling Merrill Lynch International toll-free at  ###-###-####, Barclays Bank PLC toll-free at  ###-###-#### or Deutsche Bank AG, London Branch toll free at  ###-###-####.
MiFID II professionals/ECPs-only / No PRIIPs KID Manufacturer target market (MiFID II product governance) is eligible counterparties and professional clients only (all distribution channels). No PRIIPs key information document (KID) has been prepared as the notes are not available to retail investors in the EEA.
This pricing term sheet is not a prospectus for the purposes of the European Unions Directive 2003/71/EC (and any amendments thereto) as implemented in member states of the European Economic Area.
The communication of this pricing term sheet and any other document or materials relating to the issue of the Notes offered hereby is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdoms Financial Services and Markets Act 2000, as amended (the FSMA). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who have professional experience in matters relating to investments and who fall within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the Financial Promotion Order)), or who fall within Article 49(2)(a) to (d) of the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as relevant persons). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this pricing term sheet relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this pricing term sheet or any of its contents.
Relevant stabilisation regulation including FCA/ICMA will apply.
Annex I
UNDERWRITING AGREEMENT
[Filed as Exhibit 1.1 to Form 8-K and not included herein]