JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. CNY ... · Effective date of listing and...
Transcript of JPMorgan Chase Bank, N.A. JPMorgan Chase Bank, N.A. CNY ... · Effective date of listing and...
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JPMorgan Chase Bank, N.A.
JPMorgan Chase Bank, N.A. CNY 200,000,000 5 Year Fixed Coupon Notes, due 29 August 2024 (the "Securities" or "Notes")
under the
Structured Products Programme for the issuance of Notes, Warrants and Certificates
Issue Price: 100 per cent. of the Aggregate Nominal Amount
Issue Date: 29 August 2019
This information package includes the offering circular dated 24 April 2019 (as may be supplemented from time to time) in relation to the J.P. Morgan Structured Products B.V./JPMorgan Chase Financial Company LLC/JPMorgan Chase Bank, N.A./JPMorgan Chase & Co. Structured Products Programme for the issuance of Notes, Warrants and Certificates including all documents incorporated by reference therein (the "Offering Circular") as supplemented by the pricing supplement for the Securities dated 14 August 2019 (the "Pricing Supplement", together with the Offering Circular, the "Information Package"). The Securities will be issued by JPMorgan Chase Bank, N.A. (the "Issuer"). Application will be made by the Issuer for the Securities to be listed on the Taipei Exchange (the "TPEx") in the Republic of China (the "ROC"). Effective date of listing and trading of the Securities is on or about 29 August 2019. TPEx is not responsible for the content of the Information Package and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of the Information Package and any supplement or amendment thereto. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Information Package and any supplement or amendment thereto. Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of the merits of the Issuer or the Securities. The Securities have not been, and shall not be, offered or sold, directly or indirectly, in the ROC, to investors other than “professional institutional investors” as defined under Item 1, Paragraph 1, Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds ("Professional Institutional Investors"). Purchasers of the Securities are not permitted to sell or otherwise dispose of the Securities except by transfer to a Professional Institutional Investor. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Subject to certain exceptions, the Securities may not be offered, sold, pledged, assigned, delivered, transferred, exchanged, exercised or redeemed within the United States or to, or for the benefit of, U.S. persons (as defined under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act.
Manager
Yuanta Securities Co., Ltd.
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Execution Version
PRICING SUPPLEMENT
MIFID II product governance / Professional investors and ECPs only target market – Solely for the
purposes of the manufacturer’s product approval process, the target market assessment in respect of the
Securities has led to the conclusion that: (i) the target market for the Securities is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as may be amended or replaced from time to
time, "MiFID II"); and (ii) all channels for distribution of the Securities to eligible counterparties and
professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities
(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
Securities (by either adopting or refining the manufacturer’s target market assessment) and determining
appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS: The Securities 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 European Economic Area ("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 Directive 2014/65/EU (as may be
amended or replaced from time to time, "MiFID II"); (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; or (iii) not a qualified investor as defined in the Prospectus Directive (as defined below).
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as may be amended or
replaced from time to time, the "PRIIPs Regulation") for offering or selling the Securities or otherwise making
them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPS
Regulation. Notwithstanding the above, if the Issuer subsequently prepares and publishes a key information
document under the PRIIPs Regulation in respect of the Securities, then the prohibition on the offering, sale or
otherwise making available the Securities to a retail investor as described above shall no longer apply.
Pricing Supplement dated 14 August 2019
JPMorgan Chase Bank, N.A.
Structured Products Programme for the issuance of Notes, Warrants and Certificates
(the "Programme")
CNY 200,000,000 5 Year Fixed Coupon Notes, due 29 August 2024
(the "Securities" or the "Notes")
The offering circular dated 24 April 2019 and the Supplement(s) to the offering circular listed in the Annex
hereto (as so supplemented, the "Offering Circular") (as completed and (if applicable) amended by this Pricing
Supplement) have been prepared on the basis that any offer of Securities in any Member State of the EEA which
has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an
exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement
to publish a prospectus for offers of the Securities. The expression "Prospectus Directive" means Directive
2003/71/EC (as amended or superseded), and includes any relevant implementing measure in the Relevant
Member State. Accordingly any person making or intending to make an offer in that Relevant Member State of
the Securities may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to
Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer
has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.
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The Securities will not be offered, sold or otherwise distributed in or from Switzerland and neither this Pricing
Supplement nor any other document relating to the Securities may be distributed in or from Switzerland in
connection with any such offering or distribution, except to individually selected qualified investors within the
meaning of, and in accordance with, the Swiss Federal Act on Collective Investment Schemes.
The Securities have not been, and shall not be, offered or sold, directly or indirectly, in the Republic of China
("ROC"), to investors other than "professional institutional investors" as defined under Item 1, Paragraph 1,
Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated
International Bonds ("Professional Institutional Investors"). Purchasers of the Securities are not permitted to
sell or otherwise dispose of the Securities except by transfer to a Professional Institutional Investor.
If you purchase the Securities described in this Pricing Supplement after the date hereof, you should
review the most recent restatement (if any) of the Offering Circular and each supplement thereafter up to
(and including) the date of purchase to ensure that you have the most up to date information on the
Issuer on which to base your investment decision (note that the terms and conditions of the Securities will
remain as described in this Pricing Supplement and the version of the Offering Circular described above,
subject to any amendments notified to Holders). Each supplement and restatement (if any) to the
Offering Circular can be found on (www.bourse.lu) and (www.ise.ie).
Taipei Exchange ("TPEx") is not responsible for the content of this Pricing Supplement and the Offering
Circular and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or
completeness of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto.
TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or
part of the contents of this Pricing Supplement and the Offering Circular and any supplement or amendment
thereto. Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of
the merits of the Issuer or the Securities.
RISK FACTORS
Purchase of these Securities involves substantial risks
Investors should ensure that they understand the nature of the risks posed by, and the extent of their exposure
under, the Securities. Investors should make all pertinent inquiries they deem necessary without relying on the
Issuer or the Dealer. Investors should consider the suitability of the Securities as an investment in light of their
own circumstances, investment objectives, tax position and financial condition. Investors should consider
carefully all the information set forth in this Pricing Supplement along with all the information set forth in the
Offering Circular. Investors should pay particular attention to the section entitled "Risk Factors" in the Offering
Circular (pages 30 to 115 inclusive).
The Securities are denominated in Chinese Renminbi
Chinese Renminbi, is not freely convertible at present. The government of the People's Republic of China
continues to regulate conversion between Offshore CNY (as defined below) and foreign currencies despite the
significant reduction over the years by such government of its control over routine foreign exchange transactions
conducted through current accounts. The People's Bank of China ("PBOC") has established a clearing and
settlement system pursuant to the Settlement Agreement on the Clearing of CNY Business between PBOC and
Bank of China (Hong Kong) Limited. However, the current size of Offshore CNY and Offshore CNY
denominated financial assets in Hong Kong is limited, and its growth is subject to many constraints imposed by
the laws and regulations of the People's Republic of China on foreign exchange. There can be no assurance that
access to Offshore CNY funds for the purposes of making payments under the Securities or generally will
remain available or will not become restricted. The value of Offshore CNY against foreign currencies fluctuates
and is affected by changes in the People's Republic of China and international political and economic conditions
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and by many other factors. As a result, foreign exchange fluctuations between a purchaser's home currency and
Offshore CNY may affect purchasers who intend to convert gains or losses from the sale or redemption of the
Securities into their home currency. Developments and the perception of risks in other countries, especially
emerging market countries, may adversely affect the USD/Offshore CNY exchange rate.
Holders of beneficial interests in securities denominated in Chinese Renminbi may be required to provide
certifications and other information (including Chinese Renminbi account information) in order to receive
payments in Chinese Renminbi in accordance with the Chinese Renminbi clearing and settlement system for
participating banks in Hong Kong. Payments in Offshore CNY will only be made to investors by transfer to a
bank account denominated in CNY/Offshore CNY and maintained in accordance with applicable laws and
regulations in Hong Kong.
There is only limited availability of Chinese Renminbi outside the People’s Republic of China, which may
affect the liquidity of the Securities and the Issuer’s ability to and the terms at which it is able to source Chinese
Renminbi outside the People’s Republic of China to service the Securities.
If any amount payable under the Securities is in Offshore CNY and the Calculation Agent has determined that
an event has occurred that negatively affects the liquidity, convertibility or transferability of Offshore CNY in
the general Offshore CNY exchange market in Hong Kong, then the Issuer's obligations to pay amounts under
the Securities in Offshore CNY may be replaced with the obligation to pay such amounts in U.S. Dollars.
Holder Acknowledgments
Each Holder shall be deemed, by its purchase of any Security or its acceptance of transfer of any Security to
such Holder, to acknowledge and agree in favour of the Issuer that:
(a) all payments in Offshore CNY will be made solely by transfer to an Offshore CNY bank account
maintained in accordance with applicable laws and regulations at a bank in Hong Kong;
(b) Offshore CNY is not a freely convertible currency;
(c) there can be no assurance that access to Offshore CNY funds for the purposes of payments in relation to
the Securities or generally may not remain or become restricted; and
(d) only the Calculation Agent will determine in good faith whether an Offshore CNY Disruption Event,
currency disruption or other similar event has occurred and any applicable fallback in relation to the
Securities.
Unregulated Securities: The Securities do not constitute a participation in a collective investment scheme
within the meaning of the Swiss Federal Act on Collective Investment Schemes and are not subject to
supervision by the Swiss Financial Market Supervisory Authority ("FINMA")
None of the Securities constitutes a participation in a collective investment scheme within the meaning of the
Swiss Federal Act on Collective Investment Schemes and none of the Securities is subject to approval,
registration or supervision by FINMA or any other regulatory authority in Switzerland. Accordingly, investors
do not have the benefit of the specific investor protection provided under the Swiss Federal Act on Collective
Investment Schemes and are exposed to the credit risk of the Issuer.
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the
Specific Product Provisions (as may be amended and/or supplemented up to, and including, 29 August 2019) set
forth in the Offering Circular. Full information on the Issuer and the offer of the Securities is only available on
the basis of the combination of this Pricing Supplement and the Offering Circular (including all documents
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incorporated by reference). The Offering Circular (including all documents incorporated by reference) is
available from The Bank of New York Mellon S.A./N.V., Luxembourg Branch, at Vertigo Building, Polaris, 2-4
rue Eugène Ruppert, L-2453, Luxembourg, and The Bank of New York Mellon S.A./ N.V., at Dublin Branch,
Riverside 2, Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, Ireland.
1. (i) Issuer: JPMorgan Chase Bank, N.A.
2. (i) Series Number: 2016-8012
(ii) Tranche Number: One
3. Specified Currency or Currencies: Chinese Renminbi deliverable to a bank account in the
Hong Kong Special Administrative Region of the
People's Republic of China ("Hong Kong") maintained
in accordance with the prevailing laws and regulations
("CNY" or "Offshore CNY")
4. Notes, Warrants or Certificates: Notes
5. Aggregate Nominal Amount:
(i) Series: Offshore CNY 200,000,000 (200 Securities, each of the
Specified Denomination)
(ii) Tranche: Offshore CNY 200,000,000 (200 Securities, each of the
Specified Denomination)
6. Issue Price: 100 per cent. of the Aggregate Nominal Amount
The Issue Price specified above may be more than the
market value of the Securities as at the Issue Date, and
the price, if any, at which the Dealer or any other
person is willing to purchase the Securities in
secondary market transactions is likely to be lower than
the Issue Price. In particular, where permitted by
applicable law and subject to any additional ex ante
cost disclosure required by such, the Issue Price may
take into account amounts with respect to commissions
relating to the issue and sale of the Securities as well as
amounts relating to the hedging of the Issuer's
obligations under the Securities and secondary market
prices may exclude such amounts.
If any commissions or fees relating to the issue and sale
of the Securities have been paid or are payable by the
Dealer to an intermediary, then such intermediary may
be obliged to fully disclose to its clients the existence,
nature and amount of any such commissions or fees
(including, if applicable, by way of discount) as
required in accordance with laws and regulations
applicable to such intermediary, including any
legislation, regulation and/or rule implementing the
Markets in Financial Instruments Directive (Directive
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2014/65/EU, as may be amended or replaced from time
to time), or as otherwise may apply in any non-EEA
jurisdictions
Investors in the Securities intending to invest in
Securities through an intermediary (including by way
of introducing broker) should request details of any
such commission or fee payment from such
intermediary before making any purchase hereof
(i) Specified Denomination: Offshore CNY 1,000,000
For the avoidance of doubt, the Specified
Denomination of the Note may not be sub-divided
throughout the tenor of the Note
(ii) Trading in Units (Notes): Not Applicable
(iii) Minimum trading size: The Securities may only be traded in a minimum initial
amount of one Security (corresponding to a nominal
amount of Offshore CNY 1,000,000) and, thereafter, in
multiples of one Security (corresponding to a nominal
amount of Offshore CNY 1,000,000)
7. Issue Date: 29 August 2019
8. Maturity Date: 29 August 2024, subject to adjustment in accordance
with the Following Business Day Convention
PROVISIONS APPLICABLE TO NOTES
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
9. Interest Commencement Date: 29 August 2019
10. Fixed Rate Note Provisions: Applicable
(i) Rate of Interest: 3.45 per cent. per annum (3.45% p.a.) payable annually
in arrear (subject as provided in (iii) below)
(ii) Interest Payment Date(s): The 29th day of August in each calendar year from, and
including, 29 August 2020 to, and including, the earlier
of (i) the Optional Redemption Date in respect of which
the Call Option is exercised (if any), and (ii) the
Maturity Date, in each case, subject to adjustment, for
payment purposes only, in accordance with the
Following Business Day Convention
(iii) Fixed Coupon Amount: In respect of each Interest Payment Date, Offshore
CNY 34,500 per Offshore CNY 1,000,000 in nominal
amount (for the avoidance of doubt, the amount of
interest payable on each Interest Payment Date shall be
the Fixed Coupon Amount)
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(iv) Broken Amount(s): Not Applicable
(v) Day Count Fraction (General
Condition 4.1):
30/360, unadjusted
(vi) Interest Determination Date(s): Not Applicable
(vii) Other terms relating to the method of
calculating interest for Fixed Rate
Notes:
Not Applicable
11. Floating Rate Provisions: Not Applicable
12. Zero Coupon Note Provisions: Not Applicable
13. Variable Linked Interest Provisions: Not Applicable
14. Dual Currency Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION OF NOTES
15. Call Option: Applicable
(i) Optional Redemption Date(s): 29 August 2022 and 29 August 2023
(ii) Optional Redemption Amount(s) and
method, if any, of calculation of such
amount(s):
In respect of each Note of the Specified Denomination
and the relevant Optional Redemption Date, Offshore
CNY 1,000,000 per Note of the Specified
Denomination
(iii) If redeemable in part: Not Applicable
(a) Minimum nominal amount to be
redeemed:
Not Applicable
(b) Maximum nominal amount to
be redeemed:
Not Applicable
(iv) Description of any other Issuer's
option:
Not Applicable
(v) Notice period (if other than as set out
in General Condition 5.1):
The Issuer may, on giving not less than five (5)
Business Days' irrevocable notice (there shall be no
maximum notice period) to the Holders in accordance
with General Condition 27 (Notices), redeem all of the
Notes on any Optional Redemption Date
The first sentence of General Condition 5.1
(Redemption at the Option of the Issuer) shall be
amended accordingly
16. Put Option: Not Applicable
17. Final Redemption Amount: Offshore CNY 1,000,000 per Note of the Specified
Denomination
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18. Early Payment Amount: Early Payment Amount 2 is applicable
19. Credit Linked Note Provisions: Not Applicable
20. Details relating to Instalment Notes: Not Applicable
21. Details relating to Partly Paid Notes:
amount of each payment comprising the
Issue Price and date on which each
payment is to be made and consequences (if
any) of failure to pay, including any right
of the Issuer to forfeit the Notes and
interest due on late payment:
Not Applicable
PROVISIONS APPLICABLE TO WARRANTS
Paragraphs 22-34 are intentionally deleted
PROVISIONS APPLICABLE TO CERTIFICATES
Paragraphs 35-42 are intentionally deleted
SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE SECURITIES
SHARE LINKED PROVISIONS
43. Share Linked Provisions: Not Applicable
INDEX LINKED PROVISIONS
44. Index Linked Provisions: Not Applicable
COMMODITY LINKED PROVISIONS
45. Commodity Linked Provisions: Not Applicable
FX LINKED PROVISIONS
46. FX Linked Provisions: Not Applicable
FUND LINKED PROVISIONS
47. Fund Linked Provisions: Not Applicable
MARKET ACCESS PARTICIPATION PROVISIONS
48. Market Access Participation Provisions: Not Applicable
LOW EXERCISE PRICE WARRANT PROVISIONS
49. Low Exercise Price Warrant Provisions: Not Applicable
ADDITIONAL RATES FALLBACK PROVISIONS
50. Additional Rates Fallback Provisions: Not Applicable
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GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
51. New Safekeeping Structure (in respect of
Registered Notes) or New Global Note (in
respect of Bearer Notes):
Not Applicable
52. Form of Securities: Registered Securities
(i) Temporary or Permanent Bearer
Global Security / Registered Global
Security:
Temporary Registered Global Security which is
exchangeable for a Permanent Registered Global
Security, each of which is exchangeable for Registered
Definitive Securities (i) automatically in the limited
circumstances specified in the relevant Registered
Global Security or (ii) in the case of a Permanent
Registered Global Security only, at any time at the
option of the Issuer by giving notice to the Holders and
the Registrar of its intention to effect such exchange on
the terms as set forth in the relevant Permanent
Registered Global Security
(ii) Are the Notes to be issued in the form
of obligations under French law?
No
(iii) Name of French Registration Agent: Not Applicable
(iv) Representation of Holders of Notes/
Masse:
Not Applicable
(v) Regulation S/Rule 144A Securities: Not Applicable
53. Record Date: As set out in the General Conditions
54. Additional Financial Centre(s) (General
Condition 12.2) or other special provisions
relating to payment dates:
Taipei, London and New York (and, for the avoidance
of doubt, Hong Kong)
55. Payment Disruption Event (General
Condition 13):
General Condition 13 (Payment Disruption) shall not
apply, and the provisions of paragraph 1 (Offshore CNY
Payment Disruption) of Part C shall apply
Relevant Currency: Not Applicable
56. Extraordinary Hedge Disruption Event
(General Condition 17):
(i) Extraordinary Hedge Sanctions Event: Not Applicable
(ii) Extraordinary Hedge Bail-in Event: Not Applicable
(iii) Extraordinary Hedge Currency
Disruption Event:
Not Applicable
57. Early Redemption for Tax on Underlying
Hedge Transactions (General Condition
Not Applicable
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18.4(b)):
58. Disruption Event (General Condition 19): Not Applicable
(i) Change in Law (Hedge): Not Applicable
(ii) Hedging Disruption: Not Applicable
59. Physical Settlement: Not Applicable
60. Calculation Agent: J.P. Morgan Securities plc
61. Redenomination, renominalisation and
reconventioning provisions:
Not Applicable
62. Gross Up (General Condition 18): Not Applicable
871(m) Securities: Section 871(m) and the regulations promulgated
thereunder will not apply to the Securities
63. Rounding: General Condition 23 applies
64. Other terms or special conditions: Applicable – see Part C below
DISTRIBUTION
65. If non-syndicated, name and address of
Dealer:
The Notes will be subscribed from the Issuer by Yuanta
Securities Co., Ltd. (the "Lead Manager") pursuant to
an underwriting agreement ("Underwriting
Agreement") between the Issuer and the Manager
dated 14 August 2019. The Amended and Restated
Programme Agreement dated 24 April 2019 under the
Programme shall not apply to the offer and sale of the
Notes
66. Stabilising Manager(s) (if any): Not Applicable
67. Total commission and concession: See paragraph 6
68. U.S. selling restrictions: Regulation S
ERISA Restrictions for all Securities (including
Rule 144A Securities and Securities subject to
Regulation S)
The Securities may not be acquired except subject to
certain restrictions by, on behalf of, or with the assets
of any plans subject to ERISA or Section 4975 of the
U.S. Internal Revenue Code, as amended, subject to
certain restrictions. See "Subscription and Sale –
United States" and "Purchaser representations and
requirements and transfer restrictions – ERISA
Legends and ERISA Restrictions – (a) JPMorgan
Chase Bank, N.A. or JPMorgan Chase & Co. issued
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Securities" in the Offering Circular
69. ECI Holder Restrictions: Not Applicable
70. Additional Selling Restrictions: As specified in the third paragraph below the Securities
title on the cover page of this Pricing Supplement
71. Swiss Distribution: No
72. Prohibition of Sales to EEA Retail
Investors:
Applicable
GENERAL
73. The aggregate principal amount of Notes
issued has been translated into U.S. dollars at
the rate of Offshore CNY 1,000,000 = U.S.$
6.8929, producing a sum of (for Notes not
denominated in U.S. dollars):
U.S.$ 29,015,153
PURPOSE OF PRICING SUPPLEMENT
This Pricing Supplement comprises the pricing supplement required for the issue of the Securities described
herein pursuant to the Structured Products Programme for the issuance of Notes, Warrants and Certificates of
JPMorgan Chase Financial Company LLC, J.P. Morgan Structured Products B.V., JPMorgan Chase Bank, N.A.
and JPMorgan Chase & Co.
GOVERNING LAW AND JURISDICTION
Securities: English Law / Courts of England
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PART B – OTHER INFORMATION
LISTING AND ADMISSION TO TRADING
Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to listing and trading
on the Taipei Exchange in the Republic of China ("TPEx"). The effective date of the listing of the Securities is
expected to be on or about the Issue Date.
TPEx is not responsible for the content of this Pricing Supplement and the Offering Circular and any
supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of
this Pricing Supplement and the Offering Circular and any supplement or amendment thereto. TPEx expressly
disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the
contents of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto.
Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of the
merits of the Issuer or the Securities.
RATINGS Not Applicable
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in the section of the Offering Circular entitled "Subscription and Sale", so far as the Issuer is
aware, no person involved in the issue of the Securities has an interest material to the issue.
REASONS FOR THE ISSUE AND ESTIMATED NET PROCEEDS
(i) Reasons for the issue: Not Applicable
(ii) Estimated net proceeds: Not Applicable
POST-ISSUANCE INFORMATION
The Issuer will not provide any post-issuance information, unless required to do so by applicable law or
regulation.
OPERATIONAL INFORMATION
Intended to be held in a manner which would allow
Eurosystem eligibility:
No
ISIN: XS1451012048
Common Code: 145101204
Relevant Clearing System(s) and the relevant
identification number(s):
Euroclear/Clearstream, Luxembourg
Delivery: Delivery against payment
The Agents appointed in respect of the Securities are: As set out in the Agency Agreement
Registrar: The Bank of New York Mellon S.A./N.V.,
Luxembourg Branch
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PART C – OTHER APPLICABLE TERMS
1. Offshore CNY Payment Disruption
1.1 Notice of Offshore CNY Disruption Event
In the event that the Calculation Agent, at any time and from time to time, determines in its reasonable
discretion that an Offshore CNY Disruption Event has occurred or is likely to occur, then the Calculation
Agent shall as soon as practicable notify the Holders of the Securities of the occurrence of an Offshore
CNY Disruption Event in accordance with General Condition 27 (Notices).
1.2 Consequences of Offshore CNY Disruption Event
If an Offshore CNY Disruption Event in relation to the Securities, as determined by the Calculation
Agent in its reasonable discretion, occurs on or prior to any date on which a payment is scheduled to be
made under the Securities and such Offshore CNY Disruption Event is continuing on such date, the
following disruption fallbacks will apply in the following order:
(a) "Settlement Postponement" means that the payment of any Offshore CNY amount payable by
the Issuer shall be postponed to the second Business Day (as defined in the General Conditions)
after the date on which the Offshore CNY Disruption Event ceases to exist, unless that Offshore
CNY Disruption Event continues to exist for 14 consecutive calendar days from the original date
that, but for the occurrence of such Offshore CNY Disruption Event, would have been the date for
such payments (which payment date may be, but is not limited to, an Interest Payment Date (if
any) or the Maturity Date). In that case, Non-Deliverable Substitute (as described in paragraph (b)
below) shall apply on the day immediately following the lapse of such 14 calendar day period
(such immediately following day being the "Scheduled Valuation Date").
(b) "Non-Deliverable Substitute" means that the relevant payment obligations under the Securities
shall be replaced by an obligation to pay an amount that would be due as if settlement were Non-
Deliverable (as defined below) with:
(i) Offshore CNY being the "Reference Currency";
(ii) United States dollar ("USD") being the "Settlement Currency"; and
(iii) the spot foreign exchange rate which is the Offshore CNY/USD official fixing rate,
expressed as the amount of Offshore CNY per one USD for settlement in two Business
Days reported by the Treasury Markets Association which appears on Reuters page
at approximately 11:30 a.m., Hong Kong time determined in respect of the
Valuation Date being the "Settlement Rate", subject to the provisions of paragraph 2
(Disruption Fallbacks for Settlement Rate).
"Non-Deliverable" settlement means that, in respect of any payment date (including but not
limited to the Maturity Date and an Interest Payment Date (if any)) on which an Offshore CNY
Disruption Event has occurred and is continuing and Non-Deliverable Substitute is applicable, the
payment of any amount due in Offshore CNY under the Securities on such payment date shall be
converted using the Settlement Rate and settled in the Settlement Currency on the relevant Non-
Deliverable Substitute Settlement Date, and in respect of such amount payable to the Holders
under the Securities, the payment shall also be paid to the relevant Holder's account in Hong
Kong.
2. Disruption Fallbacks for Settlement Rate
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If a Price Source Disruption has occurred and is continuing on the day that is the Valuation Date (or, if
different, the day on which rates for that Valuation Date would, in the ordinary course, be published or
announced by the relevant price source), then the Settlement Rate shall be determined in accordance with
the disruption fallbacks in the following order:
(a) "Valuation Postponement for Price Source Disruption" or "Valuation Postponement" means,
in the event that the Settlement Rate is not available on or before the first Business Day (or day
that would have been a Business Day but for an Unscheduled Holiday) succeeding the day on
which the Price Source Disruption occurs, the Settlement Rate will be determined in accordance
with Fallback Reference Price (as defined below) on such day.
(b) "Fallback Reference Price" means, in respect of a Valuation Date, the Calculation Agent shall in
good faith select five leading dealers in total in the general CNY exchange market outside
Mainland China, comprising dealer(s) who are active in the general CNY exchange market in
respect of each Offshore CNY Center, to provide quotes in relation to the Settlement Rate. If five
quotes of the Settlement Rate are provided as requested, the Settlement Rate will be calculated by
eliminating the highest and lowest quotes and taking the arithmetic mean of the remaining quotes.
If at least three, but fewer than five quotations are provided, the Settlement Rate will be the
arithmetic mean of the quotations. If fewer than three quotations are provided as requested, the
Settlement Rate shall be determined by way of Fallback Reference Price Postponement and
Calculation Agent Determination of Settlement Rate (as defined below) in accordance with terms
below.
(c) "Fallback Reference Price Postponement and Calculation Agent Determination of
Settlement Rate" means, in the event that the Fallback Reference Price is not available on or
before the third Business Day (or a day that would have been a Business Day but for an
Unscheduled Holiday) succeeding the end of either (i) Valuation Postponement for Price Source
Disruption, (ii) Deferral Period for Unscheduled Holiday, or (iii) Cumulative Events, then the
Calculation Agent will determine the Settlement Rate (or a method for determining the Settlement
Rate), taking into consideration all available information that in good faith it deems relevant. For
the avoidance of doubt, Cumulative Events, if applicable, does not preclude postponement of
valuation in accordance with this provision.
For these purposes, "Cumulative Events" means, notwithstanding anything herein to the contrary, in no
event shall the total number of consecutive calendar days during which either (i) valuation is deferred
due to an Unscheduled Holiday, or (ii) a Valuation Postponement shall occur (or any combination of (i)
and (ii)), exceed 14 consecutive calendar days in the aggregate. Accordingly, (x) if, upon the lapse of
any such consecutive calendar day period, an Unscheduled Holiday shall have occurred or be continuing
on the day following such period that otherwise would have been a Business Day, then such day shall be
deemed to be a Valuation Date, and (y) if, upon the lapse of any such consecutive calendar day period, a
Price Source Disruption shall have occurred or be continuing on the day following such period, then
Valuation Postponement shall not apply and the Settlement Rate shall be determined in accordance with
the next disruption fallback.
3. Definitions
The following words and expressions shall have the following meanings:
"Business Day", for the purposes of paragraph 1.2(b) and paragraph 2 and the definitions of "Valuation
Date" and "Unscheduled Holiday" herein, means, unless otherwise specified, a day on which commercial
banks are open (or, but for the occurrence of any Price Source Disruption, would have been open) for
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business (including dealings in foreign exchange in accordance with the market practice of the foreign
exchange market) in Hong Kong.
"Governmental Authority" means any de facto or de jure government (or any agency or instrumentality
thereof), court, tribunal, administrative or other governmental authority or any other entity (private or
public) charged with the regulation of the financial markets (including the central bank) of Mainland
China and/or Hong Kong.
"Mainland China" means the People’s Republic of China (excluding Hong Kong, Macau and Taiwan).
"Non-Deliverable Substitute Settlement Date" means any payment date determined pursuant to the
terms herein, subject to adjustment if the Scheduled Valuation Date is adjusted in accordance with the
Following Business Day Convention or if Valuation Postponement applies, and in each such case, the
Non-Deliverable Substitute Settlement Date shall be as soon as practicable, but in no event later than two
Business Days (as defined in the General Conditions) after the date on which the Settlement Rate is
determined.
"Offshore CNY Center" means Hong Kong.
"Offshore CNY Disruption Event" means any of the following:
(i) Offshore CNY Illiquidity;
(ii) Offshore CNY Inconvertibility; or
(iii) Offshore CNY Non-Transferability.
"Offshore CNY Illiquidity" means the occurrence of any event that makes it impossible (where it had
previously been possible) for the Issuer to obtain a firm quote of an offer price in respect of an amount in
Offshore CNY equal to the Final Redemption Amount, Optional Redemption Amount, Early Payment
Amount, any redemption amount, Fixed Coupon Amount, interest amount or any other amount to be paid
under the Securities on the relevant payment date (the "Relevant Disrupted Amount"), either in one
transaction or a commercially reasonable number of transactions that, when taken together, is no less
than such Relevant Disrupted Amount, in the general Offshore CNY exchange market in Hong Kong in
order to perform its obligations under the Securities. For the avoidance of doubt, the inability for the
Issuer to obtain such firm quote solely due to issues relating to its creditworthiness shall not constitute an
Offshore CNY Illiquidity.
"Offshore CNY Inconvertibility" means the occurrence of any event that makes it impossible (where it
had previously been possible) for the Issuer to convert any amount of Offshore CNY no less than the
Relevant Disrupted Amount into or from USD in the general Offshore CNY exchange market in Hong
Kong, other than where such impossibility is due solely to the failure of the Issuer to comply with any
law, rule or regulation enacted by any Governmental Authority (unless such law, rule or regulation is
enacted after the Issue Date and it is impossible for such party, due to an event beyond its control, to
comply with such law, rule or regulation). For the avoidance of doubt, the inability for the Issuer to
convert Offshore CNY solely due to issues relating to its creditworthiness shall not constitute an
Offshore CNY Inconvertibility.
"Offshore CNY Non-Transferability" means the occurrence of any event that makes it impossible
(where it had previously been possible) for the Issuer to transfer Offshore CNY (A) between accounts
inside Hong Kong; (B) from an account inside Hong Kong to an account outside Hong Kong and outside
Mainland China or (C) from an account outside Hong Kong and outside Mainland China to an account
inside Hong Kong, other than where such impossibility is due solely to the failure of the Issuer to comply
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with any law, rule or regulation enacted by any Governmental Authority (unless such law, rule or
regulation is enacted after the Issue Date and it is impossible for such party, due to an event beyond its
control, to comply with such law, rule or regulation). For the purpose of this definition of "Offshore CNY
Non-Transferability" only, a segregated Chinese Renminbi fiduciary cash account with the People’s
Bank of China and operated by Bank of China (Hong Kong) Limited shall be deemed to be an account
inside Hong Kong.
"Price Source Disruption" means it becomes impossible to obtain the Settlement Rate on the Valuation
Date (or, if different, the day on which rates for that Valuation Date would, in the ordinary course, be
published or announced by the relevant price source).
"Valuation Date" means the Scheduled Valuation Date, subject to adjustment in accordance with the
Preceding Business Day Convention; provided however, that in the event of an Unscheduled Holiday,
subject to adjustment in accordance with the Following Business Day Convention.
In the event the Scheduled Valuation Date becomes subject to the Following Business Day Convention
after the occurrence of an Unscheduled Holiday, and if the Valuation Date has not occurred on or before
14 consecutive calendar days after the Scheduled Valuation Date (any such period being a "Deferral
Period"), then the next day after the Deferral Period that would have been a Business Day but for the
Unscheduled Holiday shall be deemed to be the Valuation Date ("Deferral Period for Unscheduled
Holiday").
"Unscheduled Holiday" means a day that is not a Business Day and the market was not aware of such
fact (by means of a public announcement or by reference to other publicly available information) until a
time later than 9:00 a.m. local time in Hong Kong two Business Days prior to the Scheduled Valuation
Date.
For the avoidance of doubt, reference to "general Offshore CNY exchange market in Hong Kong" in
the definitions of "Offshore CNY Illiquidity" and "Offshore CNY Inconvertibility" refers to purchase,
sale, lending or borrowing of Offshore CNY for general purpose (including, but not limited to, funding),
and therefore any purchase or sale of Offshore CNY where such Offshore CNY is required by relevant
laws or regulations for settlement of any cross-border trade transaction with any entity in Mainland
China, or any purchase or sale of Offshore CNY for personal customers residing in Hong Kong, would
not be a purchase or a sale made in such general Offshore CNY exchange market in Hong Kong.
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ADDITIONAL TAX INFORMATION
ROC Taxation
The following summary of certain taxation provisions under ROC law is based on current law and practice and
the fact that the Notes will be issued, offered, sold and re-sold to professional investors (including ROC
individuals and institutions) as defined under Article 2-1 of the GreTai Securities Market Rules Governing
Management of Foreign Currency Denominated International Bonds only. (The professional ROC individual
investors and the professional ROC institutional investors that hold the Notes are referred to as "ROC
Individual Holders" and "ROC Institutional Holders" respectively and jointly as "ROC Holders".) It does not
purport to be comprehensive and does not constitute legal or tax advice. Investors (particularly those subject to
special tax rules, such as banks, securities firms, insurance companies and tax-exempt entities) should consult
with their own tax advisers regarding the tax consequences of an investment in the Notes.
Interest on the Notes
As the Issuer is not an ROC statutory tax withholder, there is no ROC withholding tax on the interest to be paid
on the Notes.
ROC Individual Holders will not be subject to ROC income tax on the interest receivable from the Notes,
because ROC income tax is levied on individuals' ROC-sourced income only, and said interest is not ROC-
sourced income. However, such holders must include the interest in calculating their basic income for the
purpose of calculating their alternative minimum tax ("AMT"), unless the aggregate sum of the interest and
other non-ROC-sourced income received by such holders and the person(s) who is(are) required to jointly file
the tax return in a calendar year is below NT$1 million (approx. US$33,000). If the amount of the AMT
exceeds the annual income tax calculated pursuant to the ROC AMT Act, the excess becomes such holder’s
AMT payable.
ROC Institutional Holders must include the interest receivable under the Notes as part of their taxable income
and pay income tax at a flat rate of 20 per cent (however, ROC Institutional Holders with less than NT$120,000
of taxable income in a fiscal year are exempt from corporate income tax, and those with less than NT$500,000
of taxable income in 2019 are subject to corporate income tax at a rate of 19 per cent), as they are subject to
income tax on their worldwide income at accrual basis. The AMT is not applicable.
Sale of the Notes
In general, the sale of corporate bonds or financial bonds is subject to 0.1 per cent. securities transaction tax
("STT") on the transaction price. However, Article 2-1 of the Securities Transaction Tax Act prescribes that
STT will cease to be levied on the sale of corporate bonds and financial bonds from 1 January 2010 to 31
December 2026. Therefore, the sale of the Notes will be exempt from STT if the sale is conducted on or before
31 December 2026. Starting from 1 January 2027, any sale of the Notes will be subject to STT at 0.1 per cent of
the transaction price, unless the tax laws that may be in force at that time provide otherwise.
Capital gains generated from the sale of bonds are exempt from income tax. Accordingly, ROC Holders are not
subject to income tax on any capital gains generated from the sale of the Notes. In addition, ROC Individual
Holders are not subject to AMT on any capital gains generated from the sale of the Notes. However, ROC
Institutional Holders should include the capital gains in calculating their basic income for the purpose of
calculating their AMT. If the amount of the AMT exceeds the annual income tax calculated pursuant to the
ROC AMT Act, the excess becomes the ROC Institutional Holders’ AMT payable. Capital losses, if any as
been assessed by the tax collection authority, incurred by such holders could be carried over 5 years to offset
against capital gains of same category of income for the purposes of calculating their AMT.
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ANNEX
The Offering Circular dated 24 April 2019 has been supplemented by the following Supplement(s):
Supplement(s) Description Date
Supplement No. 1 In respect of (i) the Quarterly Report on Form 10-
Q of JPMorgan Chase & Co. for the quarter ended
31 March 2019 and (ii) amendments and
supplemental information to the Offering Circular
17 May 2019
Supplement No. 2 In respect of (i) the recast audited Consolidated
Financial Statements of JPMorgan Chase Bank,
N.A., following the merger with Chase Bank USA,
N.A., as of 31 December 2018 and 2017 and for
each of the two years in the period ended 31
December 2018 and (ii) amendments and
supplemental information to the Offering Circular
11 June 2019
Supplement No. 3 In respect of (i) supplemental terms and conditions
of the Securities to cater for a benchmark
transition event in respect of USD LIBOR and (ii)
amendments and supplemental information to the
Offering Circular
2 July 2019
Supplement No. 4 In respect of Current Report on Form 8-K of
JPMorgan Chase & Co. dated 16 July 2019,
containing the earnings press release of JPMorgan
Chase & Co. for the quarter ended 30 June 2019
29 July 2019
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OFFERING CIRCULAR 24 April 2019
J.P. Morgan Structured Products B.V.
(incorporated with limited liability in The Netherlands)
as Issuer
JPMorgan Chase Financial Company LLC
(incorporated with limited liability in the State of Delaware, United States of America)
as Issuer
JPMorgan Chase Bank, N.A.
(a national banking association organised under the laws of the United States of America)
as Issuer and as Guarantor in respect of Securities
issued by
J.P. Morgan Structured Products B.V.
JPMorgan Chase & Co.
(incorporated in the State of Delaware, United States of America)
as Issuer and as Guarantor in respect of Securities
issued by
JPMorgan Chase Financial Company LLC
Structured Products Programme for the issuance
of
Notes, Warrants and Certificates
Arranger and Dealer for the Programme
J.P. Morgan
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ii
INTRODUCTION TO THIS DOCUMENT
The Securities, the Guarantees and, in certain instances, the securities to be delivered upon redemption
or exercise of the Securities, if any, have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or the laws of any state or other jurisdiction of the
United States, and trading in the Securities and the Guarantees has not been approved by the U.S.
Commodity Futures Trading Commission ("CFTC") under the U.S. Commodity Exchange Act of
1936, as amended (the "Commodity Exchange Act"). The Securities issued by JPMorgan Chase
Bank, N.A. and the JPMorgan Chase Bank, N.A. Guarantee (as defined below) have not been and will
not be registered under the rules of the U.S. Office of the Comptroller of the Currency (the "OCC").
Subject to certain exceptions, the Securities may not be offered, sold, transferred, pledged, assigned,
delivered, exercised or redeemed at any time within the United States or to, or for the account or
benefit of, any U.S. Person except, in respect of certain of the Securities, in accordance with Rule 144A
under the Securities Act ("Rule 144A") and in reliance upon the relevant exemptions from state
securities laws and any other applicable laws of other jurisdictions. Hedging transactions involving
"equity securities" of "domestic issuers" (as each such term is defined in the Securities Act and
regulations thereunder) may only be conducted in compliance with the Securities Act and the
Commodity Exchange Act.
What is this document?
This document (referred to as the "Offering Circular"), including the documents incorporated by
reference within it, is intended to provide investors with information necessary to enable them to make
an informed investment decision before purchasing Securities. It may be supplemented from time to
time. It is not a "prospectus" for the purposes of the Prospectus Directive (see "Important Legal
Information – Warning" below).
Who are the Issuers and the Guarantors of the Securities?
The Securities will be issued by one of (i) JPMorgan Chase Financial Company LLC, (ii) J.P. Morgan
Structured Products B.V., (iii) JPMorgan Chase Bank, N.A. and (iv) JPMorgan Chase & Co. The
relevant "Pricing Supplement" document (as described below) will specify which of these companies is
the Issuer of the relevant Securities. Securities issued by JPMorgan Chase Financial Company LLC
will be guaranteed by JPMorgan Chase & Co. (the "JPMorgan Chase & Co. Guarantee"). Securities
issued by J.P. Morgan Structured Products B.V. will be guaranteed by JPMorgan Chase Bank, N.A.
(the "JPMorgan Chase Bank, N.A. Guarantee") (each of the JPMorgan Chase & Co. Guarantee and
the JPMorgan Chase Bank, N.A. Guarantee, a "Guarantee" and together, the "Guarantees"). Securities
issued by JPMorgan Chase Bank, N.A. or JPMorgan Chase & Co. will not be the subject of a
guarantee.
The Securities are unsecured and unsubordinated general obligations of the relevant Issuer (and, if
applicable, the relevant Guarantor). All payments or deliveries to be made by the relevant Issuer (and,
if applicable, the relevant Guarantor) under the Securities are subject to the credit risk of the relevant
Issuer (and, if applicable, the relevant Guarantor). The potential return on and value of the Securities
will be adversely affected in the event of a default or deterioration in the financial position of the
relevant Issuer (and, if applicable, the relevant Guarantor). The financial and other information which
is incorporated by reference into this Offering Circular, together with other information provided in this
Offering Circular, provides a description of each Issuer's business activities as well as certain financial
information and material risks faced by each Issuer.
What are the Securities?
The relevant Issuer may issue Securities in the form of any of (i) Warrants (ii) Certificates and (iii)
Notes (all of which are referred to as "Securities"), under the Structured Products Programme for the
issuance of Notes, Warrants and Certificates (the "Programme"). Securities may (a) have any maturity
(save that any Securities issued by JPMorgan Chase & Co. will not have a maturity of less than one
year from the date of their issue), (b) be listed and traded on an exchange-regulated (or other) market,
or not listed or traded, (c) be unrated or rated, (d) be non-interest bearing or bear fixed or floating rate
interest or other variable interest, (e) have interest and/or redemption amounts which are dependent on
the performance of one or more "Reference Assets" (as described below), (f) be settled by way of cash
payment or physical delivery and (g) provide that the scheduled amount payable could be as low as
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iii
zero or else provide some level of minimum scheduled amount payable at maturity (subject to the
credit risk of the relevant Issuer and, if applicable, the relevant Guarantor). Notwithstanding the
foregoing, JPMCFC will not issue Securities in the form of Warrants and Securities issued by JPMCFC
will not be subject to physical delivery.
What are the Reference Assets?
The return on the Securities may be dependent on the performance of one or more "Reference Assets".
The types of Reference Assets to which Securities issued under the Programme may be linked are (i) a
share or a depositary receipt (ii) a share index, (iii) a commodity, (iv) a commodity index, (v) a foreign
exchange rate, (vi) a fund (regulated or unregulated, mutual, exchange traded tracker or hedge), (vii)
the credit of a specified entity or entities, (viii) a consumer price or other inflation index, (ix) an
interest rate or constant maturity swap rate or any other rate, (x) a loan or bond or other debt obligation
or certificate, (xi) a basket of the above or (xii) any combination of any of the above or other types of
reference asset(s). The relevant Issuer is under no obligation to hold a Reference Asset, and holders of
Securities will have no beneficial interest or any other rights in relation to any Reference Assets.
What are Pricing Supplements?
A "Pricing Supplement" document will be prepared in relation to each tranche of Securities, and sets
out the specific details of the Securities. For example, the Pricing Supplement will contain the issue
date, the maturity date, the Reference Asset(s) to which the Securities are linked and specify the
method used to calculate the redemption amount and any interest/coupon payments (if applicable).
What documents should I read before purchasing Securities?
You should read the applicable Pricing Supplement, together with this Offering Circular (including the
information incorporated by reference in it), before deciding to purchase any Securities.
This Offering Circular will be supplemented and restated after the date hereof from time to time. If you
purchase Securities after the date of the applicable Pricing Supplement, you should review the most
recent restatement (if any) of this Offering Circular and each supplement thereafter up to (and
including) the date of purchase to ensure that you have the most up to date information on the Issuer
and (if applicable) the relevant Guarantor on which to base your investment decision (note that the
terms and conditions of the Securities will remain as described in the applicable Pricing Supplement
and the version of the Offering Circular described in the Pricing Supplement, subject to any
amendments notified to Holders). Each supplement and restatement (if any) to the Offering Circular
can be found on (www.bourse.lu) and (www.ise.ie).
What are the principal risks?
Securities issued under the Programme may include "derivative securities" (under the Prospectus
Directive (as defined below)), and an investment in Securities is subject to a number of risks, as
described in the section of this Offering Circular entitled "Risk Factors" below.
Securities are speculative investments, and returns may at times be volatile and losses may occur
quickly and in unanticipated magnitude. Depending on the particular "payout" terms of the Securities,
you may bear the risk of losing some or up to all of your investment depending on the performance of
the Reference Asset(s) to which your Securities are linked.
Even if the relevant Securities provide for a minimum scheduled amount payable at maturity, you
could still lose some or up to all of your investment where (i) the relevant Issuer (and, if applicable, the
relevant Guarantor) becomes insolvent or otherwise fails to meet its payment (or delivery) obligations
under the Securities, (ii) you are able to sell your Securities prior to maturity (which may not be the
case, as there may not be a secondary market for them), but the amount you receive is less than what
you paid for them, (iii) your Securities are redeemed or terminated by the relevant Issuer prior to
maturity due to the occurrence of one or more specified events as provided in the terms and conditions
of the Securities, and the amount you receive on such early redemption or termination is less than what
you paid for the Securities or (iv) the terms and conditions of your Securities are unilaterally adjusted
by the relevant Issuer due to the occurrence of one or more specified events as described in the terms
and conditions of the Securities, resulting in a reduced return.
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iv
You should not acquire any Securities unless you (whether by yourself or in conjunction with your
financial adviser) understand the nature of the relevant Securities and the extent of your exposure to
potential loss on the Securities, and any investment in Securities must be consistent with your overall
investment strategy. You (whether by yourself or in conjunction with your financial adviser) should
consider carefully whether the particular Securities are suitable for you in the light of your investment
objectives, financial capabilities and expertise. You should consult your own legal, tax, accountancy,
regulatory, investment and other professional advisers as may be required to assist you in determining
the suitability of the Securities for you as an investment.
You should read, in particular, the sections of this Offering Circular entitled "Risk Factors" and
"Commonly Asked Questions" for important information prior to making any decision to
purchase Securities.
Potential for Discretionary Determinations by the Calculation Agent and the Issuer under the
Securities
Under the terms and conditions of the Securities, following the occurrence of certain events outside of
the control of JPMorgan Chase (as defined below), the Calculation Agent and/or the Issuer may
exercise discretion to take one or more of the actions available to it in order to deal with the impact of
such event on the Securities or (if applicable in respect of the terms and conditions of the particular
Securities) the Issuer's hedging arrangements. Any such discretionary determinations could have a
material adverse impact on the value of and return on the Securities. An overview of the potential for
discretionary determinations by the Calculation Agent and the Issuer under the Securities is provided in
the section of this Offering Circular entitled "Overview of the Potential for Discretionary
Determinations by the Calculation Agent and the Issuer".
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v
TABLE OF CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................. 1
Provides important information in relation to the status of the Securities, each Guarantee, offering
restrictions in relation to the Securities and restrictions on the use of the Offering Circular. It is
relevant to all Securities.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................... 9
Sets out considerations that should be taken into account when reading any statement relating to future
events and circumstances. It is relevant to all Securities.
SUMMARY OF THE PROGRAMME ........................................................................................... 11
Provides a summary of the key information contained within this Offering Circular. It is relevant to all
Securities.
RISK FACTORS ............................................................................................................................... 30
Sets out the principal risks inherent in investing in Securities and the risks that may affect the relevant
Issuer's and (if applicable) the relevant Guarantor's ability to fulfil their respective obligations under
the Securities. It is relevant to all Securities.
CONFLICTS OF INTEREST .......................................................................................................... 116
Provides a description of various potential conflicts of interest that JPMorgan Chase is subject to in
respect of the Securities, and which could have an adverse effect on the Securities. It is relevant to all
Securities.
DOCUMENTS INCORPORATED BY REFERENCE ................................................................. 119
Incorporates financial and other information for each Issuer. It is relevant to all Securities.
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................ 133
Provides an overview of certain important information in relation to the Programme and this Offering
Circular. It is relevant to all Securities.
COMMONLY ASKED QUESTIONS ............................................................................................. 138
Provides answers to some of the questions which investors may have when considering an investment
in the Securities and provides an introduction to the Issuers, the types of Securities which may be
issued under the Programme and certain terms of such Securities. It is relevant to all Securities.
OVERVIEW OF THE POTENTIAL FOR DISCRETIONARY DETERMINATIONS BY THE
CALCULATION AGENT AND THE ISSUER .............................................................................. 159
Overview of the types of events that could give rise to a discretionary determination by the Calculation
Agent or the Issuer and the actions available to them to deal with the impact of such events.
TERMS AND CONDITIONS OF THE SECURITIES .................................................................. 171
Comprises (i) the General Conditions and (ii) the applicable Specific Product Provisions:
I. GENERAL CONDITIONS .....................................................................................................171
Sets out the terms and conditions that apply to all Securities.
II. SPECIFIC PRODUCT PROVISIONS ..................................................................................285
Each of the following seven sections sets out additional terms and conditions for Securities
linked to a particular type of Reference Asset (Annexes 1-4 and 7-8) or in relation to a particular
product (Annexes 5 and 6). Only those Specific Product Provisions specified in the relevant
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vi
Pricing Supplement to be applicable will apply to an issuance series of Securities.
● ANNEX 1 - SHARE LINKED PROVISIONS ..............................................................285
Sets out additional terms and conditions that are applicable to Share Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Share Linked
Provisions are applicable.
● ANNEX 2 – INDEX LINKED PROVISIONS ..............................................................305
Sets out additional terms and conditions that are applicable to Index Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Index Linked
Provisions are applicable.
● ANNEX 3 - COMMODITY LINKED PROVISIONS .................................................323
Sets out additional terms and conditions that are applicable to Commodity Linked Securities. It
applies to Securities for which the relevant Pricing Supplement specifies that the Commodity
Linked Provisions are applicable.
● ANNEX 4 - FX LINKED PROVISIONS.......................................................................339
Sets out additional terms and conditions that are applicable to FX Linked Securities. It applies to
Securities for which the relevant Pricing Supplement specifies that the FX Linked Provisions are
applicable.
● ANNEX 5 - MARKET ACCESS PARTICIPATION PROVISIONS .........................346
Sets out additional terms and conditions that are applicable to Market Access Participation
Notes. It applies to Securities for which the relevant Pricing Supplement specifies that the
Market Access Participation Provisions are applicable.
● ANNEX 6 - LOW EXERCISE PRICE WARRANT PROVISIONS ..........................356
Sets out additional terms and conditions that are applicable to Low Exercise Price Warrants. It
applies to Securities for which the relevant Pricing Supplement specifies that the LEPW
Provisions are applicable.
● ANNEX 7 - FUND LINKED PROVISIONS .................................................................365
Sets out additional terms and conditions that are applicable to Fund Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Fund Linked Provisions
are applicable.
● ANNEX 8 – ADDITIONAL RATES FALLBACK PROVISIONS .............................386
Sets out additional terms and conditions that are applicable to Other Variable Linked Interest
Notes. It applies to Securities for which the relevant Pricing Supplement specifies that the
Additional Rates Fallback Provisions are applicable.
III. APPENDIX - PROVISIONS REGARDING RESOLUTIONS OF HOLDERS OF
GERMAN SECURITIES ........................................................................................................388
Sets out the provisions regarding resolutions of holders of German Securities.
FORM OF PRICING SUPPLEMENT ............................................................................................ 393
Provides a template for the Pricing Supplement to be used for each issuance of Securities. It is relevant
to all Securities.
USE OF PROCEEDS ........................................................................................................................ 436
Sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.
FORM OF JPMORGAN CHASE BANK, N.A. GUARANTEE ................................................... 437
Sets out the form of guarantee given by JPMorgan Chase Bank, N.A. in respect of Securities issued by
J.P. Morgan Structured Products B.V. It is only relevant to Securities issued by J.P. Morgan Structured
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vii
Products B.V.
FORM OF JPMORGAN CHASE & CO. GUARANTEE ............................................................. 441
Sets out the form of guarantee given by JPMorgan Chase & Co. in respect of Securities issued by
JPMorgan Chase Financial Company LLC. It is only relevant to Securities issued by JPMorgan Chase
Financial Company LLC.
JPMORGAN CHASE & CO. ........................................................................................................... 445
Provides key information in relation to JPMorgan Chase & Co.
JPMORGAN CHASE BANK, N.A. ................................................................................................. 466
Provides key information in relation to JPMorgan Chase Bank, N.A.
J.P. MORGAN STRUCTURED PRODUCTS B.V. ....................................................................... 477
Provides key information in relation to J.P. Morgan Structured Products B.V.
JPMORGAN CHASE FINANCIAL COMPANY LLC ................................................................. 481
Provides key information in relation to JPMorgan Chase Financial Company LLC.
BOOK-ENTRY CLEARING SYSTEMS ........................................................................................ 483
Provides information on the rules and procedures of the relevant clearing system in which the
Securities may be cleared and settled. It is relevant to all Securities.
SUBSCRIPTION AND SALE .......................................................................................................... 487
Provides a summary of certain restrictions regarding the offer and sale of the Securities. It is relevant
to all Securities.
PURCHASER REPRESENTATIONS AND REQUIREMENTS AND TRANSFER
RESTRICTIONS ............................................................................................................................... 522
Sets out certain representations and requirements and transfer restrictions with respect to each
issuance of Securities. It is relevant to all Securities.
CERTAIN ERISA CONSIDERATIONS ........................................................................................ 548
Provides an overview of certain ERISA considerations. It is relevant to all Securities.
TAXATION ....................................................................................................................................... 553
Provides an overview of certain taxation considerations relating to the Securities. It is relevant to all
Securities.
IMPORTANT LEGAL INFORMATION ....................................................................................... 640
Sets out important legal information relating to the Securities.
GENERAL INFORMATION ........................................................................................................... 642
Provides certain additional information on the Securities, the Offering Circular, the Programme and
the Issuers. It is relevant to all Securities.
GUIDE TO SYMBOLS WHICH MAY APPEAR IN PRICING SUPPLEMENTS .................... 647
Provides a set of symbols that may be used in offering documents relating to an offering of Securities
under the Programme.
INDEX OF DEFINED TERMS ........................................................................................................ 650
An index of all defined terms used in this Offering Circular.
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Important Notices
1
IMPORTANT NOTICES
Status of the Securities
The Securities are unsecured and unsubordinated general obligations of the relevant Issuer and
not of any affiliate of that Issuer.
Status of the JPMorgan Chase Bank, N.A. Guarantee
The JPMorgan Chase Bank, N.A. Guarantee is an unsecured and unsubordinated general
obligation of JPMorgan Chase Bank, N.A. and not of any of its affiliates.
Status of the JPMorgan Chase & Co. Guarantee
The JPMorgan Chase & Co. Guarantee is an unsecured and unsubordinated general obligation
of JPMorgan Chase & Co. and not of any of its affiliates.
Status of the Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank,
N.A. Guarantee
The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank, N.A.
Guarantee: (i) are not savings accounts or deposits of JPMorgan Chase Bank, N.A. or any bank
or non-bank subsidiary of JPMorgan Chase Bank, N.A.; and (ii) will rank pari passu with all
other unsecured and unsubordinated indebtedness of JPMorgan Chase Bank, N.A. except
obligations, including U.S. domestic deposits of JPMorgan Chase Bank, N.A., that are subject to
any priorities or preferences by law.
Status of the Securities issued by JPMorgan Chase & Co. and the JPMorgan Chase & Co.
Guarantee
The Securities issued by JPMorgan Chase & Co. and the JPMorgan Chase & Co. Guarantee: (i)
are not savings accounts or deposits of JPMorgan Chase & Co. or any bank or non-bank
subsidiary of JPMorgan Chase & Co., and (ii) will rank pari passu with all other unsecured and
unsubordinated indebtedness of JPMorgan Chase & Co., except obligations that are subject to
any priorities or preferences by law.
Neither the Securities nor the relevant Guarantee are covered by any deposit insurance
protection scheme
Neither the Securities nor the relevant Guarantee are deposits insured by the U.S. Federal
Deposit Insurance Corporation (the "FDIC"), the U.S. Deposit Insurance Fund or any other
governmental agency or instrumentality, in the United States or in any other jurisdiction.
Offering restrictions in the European Economic Area
This Offering Circular has been prepared on the basis that any offer of Securities in any Member
State of the European Economic Area (the "EEA") which has implemented the Prospectus
Directive (each, a "Relevant Member State") will be made pursuant to an exemption under
Directive 2003/71/EC, as amended or superseded (the "Prospectus Directive"), and includes any
relevant implementing measure in each Relevant Member State. Prospectus Directive, as
implemented in that Relevant Member State, from the requirement to publish a prospectus for
offers of Securities. Accordingly, any person making or intending to make an offer in that
Relevant Member State of Securities which are the subject of an offering contemplated in this
Offering Circular as completed by a Pricing Supplement in relation to the offer of those
Securities may only do so in circumstances in which no obligation arises for the Issuer or the
Dealers to publish or supplement a prospectus pursuant to Article 3 of the Prospectus Directive
in relation to such offer. None of the Issuers, Guarantors or Dealers has authorised, nor do they
authorise, the making of any offer of Securities in circumstances in which an obligation arises for
the Issuer to publish a prospectus in the EEA or in any other jurisdiction.
If the Pricing Supplement in respect of any Securities includes a legend entitled "Prohibition of
Sales to EEA Retail Investors", the Securities are not intended to be offered, sold or otherwise
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Important Notices
2
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 Directive 2014/65/EU (as may be
amended or replaced from time to time, "MiFID II"); (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; or (iii) not a qualified investor as defined in the
Prospectus Directive. Consequently, no key information document required by Regulation (EU)
No 1286/2014 (as may be amended or replaced from time to time, the "PRIIPs Regulation") for
offering or selling the Securities or otherwise making them available to retail investors in the
EEA has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Pricing Supplement in respect of
any Securities includes a legend entitled "Prohibition of Sales to EEA Retail Investors" but
where the Issuer subsequently prepares and publishes a key information document under the
PRIIPs Regulation in respect of such Securities, then following such publication, the prohibition
on the offering, sale or otherwise making available the Securities to a retail investor as described
in the above paragraph and in such legend shall no longer apply.
Certain U.S. restrictions and other disclosure
The Securities, the Guarantees and, in certain instances, the securities to be delivered upon redemption
or exercise of the Securities, if any, have not been and will not be registered under the Securities Act
and trading in the Securities and the Guarantees has not been approved by the CFTC under the
Commodity Exchange Act. The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan
Chase Bank, N.A. Guarantee have not been and will not be registered under the rules of the OCC.
The Securities are being offered and sold only (i) to non-U.S. Persons in offshore transactions in
accordance with Regulation S under the Securities Act ("Regulation S"); provided that such Securities
may also be sold to U.S. Persons that are affiliates (as defined in Rule 405 under the Securities Act) of
the Issuer and (ii), in the case of Rule 144A Securities and of New York Law Notes and Regulation
S/Rule 144A Securities, being offered or sold in reliance on Rule 144A, to qualified institutional
buyers ("QIBs") (as defined in Rule 144A) that are also Eligible Investors (as defined herein) at the
time of sale in reliance on Rule 144A under the Securities Act.
The Securities may not be offered, sold, transferred, pledged, assigned, delivered, exercised or
redeemed at any time within the United States or to, or for the account or benefit of, any U.S. Person
that is not an affiliate (as defined in Rule 405 under the Securities Act), except, in the case of Rule
144A Securities and of New York Law Notes and Regulation S/Rule 144A Securities being sold in
accordance with Rule 144A, in accordance with Rule 144A and in reliance upon the relevant
exemptions from state securities laws and any other applicable laws of other jurisdictions and an
exemption under the Commodity Exchange Act. Hedging transactions involving "equity securities" of
"domestic issuers" (as each such term is defined in the Securities Act and regulations thereunder) may
only be conducted in compliance with the Securities Act.
Investors are hereby notified that sellers of the Securities may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.
The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank, N.A. Guarantee
may also be offered or sold in reliance upon the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(2) thereof and will be offered and sold pursuant to an
exemption from the registration requirements of the OCC (including, in the case of offers or sales
outside the United States, in compliance with Regulation S as such regulation is incorporated into the
regulations of the OCC pursuant to 12 C.F.R. Section 16.5(g)).
JPMCFC (as defined herein) has not registered, nor intends to register, as an investment company
under the Investment Company Act of 1940, as amended (the "Investment Company Act"). JPMCFC
intends to rely on the exemption from registration as an investment company under the Investment
Company Act afforded by Rule 3a-5 of the Investment Company Act.
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Important Notices
3
JPMSP (as defined herein) has not registered, nor intends to register, as an investment company under
the Investment Company Act. JPMSP intends to rely on the exemption from registration as an
investment company under the Investment Company Act afforded by Section 3(c)(7) of the Investment
Company Act. In order to rely on such exemption, JPMSP is required to limit the purchase in the
United States of Securities issued by JPMSP to qualified purchasers ("QPs") (as defined in Section
2(a)(51) and related rules under the Investment Company Act).
If a legal or beneficial owner of a Security is a U.S. Person and (i) not a QIB, (ii) not a QP in relation to
Securities issued by JPMSP, (iii) not an Eligible Contract Participant ("ECP") (as defined in Section
1(a)(12) of the Commodity Exchange Act), (iv) in relation to Securities issued by JPMSP, neither (a) a
major U.S. institutional investor ("MUSIV") (as defined in Rule 15a-6(b)(4) under the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act")) nor (b) a Qualified Offshore Client (as
defined in the General Conditions) or (v) (a) in the case of Securities which are Notes held in definitive
form or of Warrants or Certificates (in definitive or global form), has not remained in compliance with
the provisions of the relevant Investor Letter of Representations at the time of any acquisition thereof
in a transaction to or through the relevant Issuer or the Dealer and (b) in the case of Notes represented
by a Global Security, has not remained in compliance with the representations such beneficial holder is
deemed to have made, the relevant Issuer may, at its discretion, cause any such Securities to be sold or
give notice to the transferee that such Securities will be redeemed pursuant to the General Conditions
and the Programme Agreement.
For a description of certain additional restrictions on offers and sales of the Securities, on distribution
of this Offering Circular and the relevant Pricing Supplement and of certain agreements and
representations that any person who purchases Securities at any time is required to make, or is deemed
to have made, as a condition to purchasing such Security or any legal or beneficial interest therein, see
the sections of this Offering Circular entitled "Subscription and Sale" and "Purchaser representations
and requirements and transfer restrictions" below.
The Securities, other than (i) Rule 144A Securities and (ii) Regulation S/Rule 144A Securities and
New York Law Notes being offered or sold in accordance with Rule 144A, are being offered and sold
outside the United States to non-U.S. Persons in offshore transactions in accordance with Regulation S
and may not at any time be legally or beneficially owned by any U.S. Person that is not an affiliate (as
defined in Rule 405 under the Securities Act) of the Issuer at any time.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities
commission has approved or disapproved of the Securities and the Guarant