JPMORGAN CHASE & CO. - Irish Stock Exchange

More documents

Recommendations

Info

TRANSFER RESTRICTIONS FOR REGISTERED NOTES Restricted Notes Each purchaser of Restricted Notes within the United States pursuant to Rule 144A, by accepting delivery of this Base Prospectus, will be deemed to have represented, agreed and acknowledged that: (1) It is (a) a qualified institutional buyer within the meaning of Rule 144A (“QIB”), (b) acquiring such Restricted Notes for its own account or for the account of a QIB and (c) aware, and each beneficial owner of such Restricted Notes has been advised, that the sale of such Restricted Notes to it is being made in reliance on Rule 144A. (2) It understands that such Restricted Notes have not been and will not be registered under the Securities Act and may not be offered, sold, pledged or otherwise transferred except (a) in accordance with Rule 144A to a person that it and any person acting on its behalf reasonably believes is a QIB purchasing for its own account or for the account of a QIB, (b) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S or (c) pursuant to an exemption from registration under the Securities Act provided by Rule 144 thereunder (if available), in each case in accordance with any applicable securities laws of any State of the United States. No representation can be made as to the availability of the exemption provided by Rule 144 under the Securities Act for resales of the Notes. (3) It understands that the Certificates or the DTC Restricted Global Certificate, as the case may be, representing such Restricted Notes will bear a legend to the following effect: “THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE HOLDER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE), IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO REPRESENTATION CAN BE MADE AS TO THE AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT FOR RESALES OF THIS CERTIFICATE.” (4) The Issuer the Registrar, the Dealers and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. If it is acquiring any Restricted Notes for the account of one or more QIBs it represents that it has sole investment discretion with respect to each such account and that it has full power to make the foregoing acknowledgements, representations and agreements on behalf of each such account. (5) It understands that the Restricted Notes offered in reliance on Rule 144A will be represented by the DTC Restricted Global Certificate. Any interest in the DTC Restricted Global Certificate may be offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in a Regulation S Global Certificate in accordance with the procedures of the clearing systems and in compliance with applicable securities laws. Prospective purchasers are hereby notified that sellers of Registered Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. 98
Unrestricted Notes Each purchaser of Unrestricted Notes outside the United States pursuant to Regulation S and each subsequent purchaser of such Unrestricted Notes in resales prior to the expiration of the distribution compliance period, by accepting delivery of this Base Prospectus and the Unrestricted Notes, will be deemed to have represented, agreed and acknowledged that: (1) It is, or at the time Unrestricted Notes are purchased will be, the beneficial owner of such Unrestricted Notes and (a) it is not a U.S. person and it is located outside the United States (within the meaning of Regulation S) and (b) it is not an affiliate of the Issuer or a person acting on behalf of such an affiliate. (2) It understands that such Unrestricted Notes have not been and will not be registered under the Securities Act and that, prior to the expiration of the distribution compliance period, it will not offer, sell, pledge or otherwise transfer such Unrestricted Notes except (a) in accordance with Rule 144A under the Securities Act to a person that it and any person acting on its behalf reasonably believe is a QIB purchasing for its own account or the account of a QIB or (b) in an offshore transaction in accordance with Rule 903 or Rule 904 of Regulation S, in each case in accordance with any applicable securities laws of any State of the United States. (3) It understands that such Unrestricted Notes, unless otherwise determined by the Issuer in accordance with applicable law, will bear a legend to the following effect: “THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT”. (4) The Issuer, the Registrar, the Dealers and their affiliates, and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and agreements. (5) It understands that the Unrestricted Notes offered in reliance on Regulation S will be represented by a Regulation S Global Certificate. Any interest in the Regulation S Global Certificate may be offered, sold, pledged or otherwise transferred to a person who takes delivery in the form of an interest in the DTC Restricted Global Certificate in accordance with the applicable procedures of the clearing systems and in compliance with applicable securities laws. General For as long as any Registered Notes are outstanding, the Issuer has agreed that any holder of Registered Notes or prospective purchaser designated by such holder of Registered Notes will have the right to obtain from the Issuer during any period in which the Issuer is neither subject to Section 13 or 15(d) of the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) thereunder, upon request, the information required by Rule 144A(d)(4) under the Securities Act. 99
Page 1 and 2:
Base Prospectus JPMORGAN CHASE & CO
Page 3 and 4:
Neither the Arranger nor the Dealer
Page 5 and 6:
Each prospective purchaser of Notes
Page 7 and 8:
GENERAL DESCRIPTION OF THE PROGRAMM
Page 9 and 10:
The Issuer’s filings with the SEC
Page 11 and 12:
and/or Consolidation: Maturities: D
Page 13 and 14:
nominee for a Common Depositary of
Page 15 and 16:
dates on which, and the amounts in
Page 17 and 18:
RISK FACTORS The risk factors descr
Page 19 and 20:
JPMorgan Chase’s acquisitions and
Page 21 and 22:
JPMorgan Chase faces significant le
Page 23 and 24:
this could cause JPMorgan Chase to
Page 25 and 26:
The success of the acquisition will
Page 27 and 28:
(iv) (v) understand thoroughly the
Page 29 and 30:
Inverse Floating Rate Notes Inverse
Page 31 and 32:
objectives or strategies or have be
Page 33 and 34:
Legal Investment Considerations May
Page 35 and 36:
“ANY UNITED STATES PERSON WHO HOL
Page 37 and 38:
Delivery of Notes On or after any d
Page 39 and 40:
notices to the holders of Notes of
Page 41 and 42:
amended (the “Exchange Act”), o
Page 43 and 44:
Pre-Issue Trade Settlements It is e
Page 45 and 46:
least €50,000 (or the equivalent
Page 47 and 48:
euro, a day on which commercial ban
Page 49 and 50:
Interest Notes will be determined i
Page 51 and 52:
Transfer Agents (if applicable) and
Page 53 and 54: “D(2)” is the calendar day, exp
Page 55 and 56: (b) Early Redemption of Zero Coupon
Page 57 and 58: (f) Partly Paid Notes Partly Paid N
Page 59 and 60: Currency) equal to the sum of the v
Page 61 and 62: (C) Notice Upon the occurrence of a
Page 63 and 64: the amount of the national currency
Page 65 and 66: (C) any Additional Financial Centre
Page 67 and 68: If, prior to the delivery of the As
Page 69 and 70: (d) (e) (f) there will at all times
Page 71 and 72: In addition, modifications and amen
Page 73 and 74: the delivery of the relevant notice
Page 75 and 76: History, Development and Organisati
Page 77 and 78: “Merger”). The Merger provides
Page 79 and 80: TAXATION OF THE NOTES Taxation Exce
Page 81 and 82: organisations, dealers in securitie
Page 83 and 84: case of a Registered Note that is a
Page 85 and 86: the terms of the Variable Interest
Page 87 and 88: in amounts equal to the annual paym
Page 89 and 90: Foreign Currency Registered Notes I
Page 91 and 92: in that year is treated as a paymen
Page 93 and 94: U.S. Federal Income Tax Treatment o
Page 95 and 96: Part 2 Non-U.S. Holders Except wher
Page 97 and 98: with documentation upon which the b
Page 99 and 100: SUBSCRIPTION AND SALE Subject to th
Page 101 and 102: (iii) (iv) (v) if it is a United St
Page 103: Prospectus Directive. For the purpo
Page 107 and 108: PART A — CONTRACTUAL TERMS Terms
Page 109 and 110: Registered Notes only] [of at least
Page 111 and 112: the Agency Agreement) — Interest
Page 113 and 114: (v) Issuer’s Option Period (if ap
Page 115 and 116: elate]] 27. Physical Delivery: [App
Page 117 and 118: [Subject as provided below] [t/T]he
Page 119 and 120: [(ii)] Estimated net proceeds: [Not
Page 121 and 122: QUALIFIED INSTITUTIONAL BUYER, (2)
Page 123 and 124: 10. No websites that are cited or r
show all

JPMORGAN CHASE & CO. - Irish Stock Exchange

You also want an ePaper? Increase the reach of your titles

Delete template?

Save as template?