JPMORGAN CHASE & CO. - Irish Stock Exchange

More documents

Recommendations

Info

Upon a retirement of a Forward Note by physical delivery of the Reference Items, a U.S. Holder will not be required to recognise gain or loss at that time. A U.S. Holder will have a basis in the Reference Items equal to the U.S. Holder's basis in the Forward Note. A U.S. Holder's holding period in the Reference Items will not include the U.S. Holder's holding period in the Forward Notes. Constructive Ownership Transactions To the extent that a Forward Note is treated as a "constructive ownership transaction," any gain on disposition may be treated as ordinary income and an interest charge may be imposed on a deemed underpayment of tax for each taxable year during which the Note was held. For purposes of determining the interest charge, gain treated as ordinary income is allocated to each such taxable year during which the Forward Note was held so that the amount of gain accrued from each year to the next increases at a constant rate equal to the "applicable federal rate" (a rate published monthly by the IRS based on prevailing Treasury yields) in effect at the time the Note is sold or redeemed. A Note could be treated in whole or in part as a constructive ownership transaction if the issuer of a Reference Item and, if the Reference Item is an index, possibly the issuer of any security included in that index, is treated for U.S. federal income tax purposes as, among others, a passive foreign investment company, a partnership, a trust, or a common trust fund. The Issuer does not intend to determine whether the issuers of any Reference Item in fact fall in any of these categories. Prospective purchasers should consult their tax advisers regarding the status of the Reference Items and the application of the constructive ownership transaction rules to ownership of the Note. Backup Withholding and Information Reporting In general, payments of interest and accrued OID on, and the proceeds of a sale, redemption or other disposition of the Registered Notes, payable to a U.S. Holder by a U.S. paying agent or other U.S. intermediary will be reported to the IRS and to the U.S. Holder as may be required under applicable regulations. Backup withholding will apply to these payments and to accruals of OID if the U.S. Holder fails to provide an accurate taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its U.S. federal income tax returns. Certain U.S. Holders (including, among others, corporations) are not subject to backup withholding. U.S. Holders should consult their tax advisers as to their qualification for exemption from backup withholding and the procedure for obtaining an exemption. Reportable Transactions A U.S. taxpayer that participates in a "reportable transaction" will be required to disclose this participation to the IRS. The scope and application of these rules is not entirely clear. A U.S. Holder may be required to treat a foreign currency exchange loss from the Notes as a reportable transaction if the loss exceeds U.S.$50,000 in a single taxable year, if the U.S. Holder is an individual or trust, or higher amounts for other non-individual U.S. Holders. Pursuant to U.S. tax legislation enacted in 2004, a penalty in the amount of U.S.$10,000 in the case of a natural person and U.S.$50,000 in any other case is generally imposed on any taxpayer that fails to timely file an information return with the IRS with respect to a transaction that is treated as a reportable transaction. In the event the acquisition, holding or disposition of Registered Notes constitutes participation in a "reportable transaction" for purposes of these rules, a U.S. Holder may be required to disclose its investment by filing Form 8886 with the IRS. In addition, the Issuer and its advisers may be required to maintain a list of U.S. Holders, and to furnish this list and certain other information to the IRS upon written request. Prospective purchasers are urged to consult their tax advisers regarding the application of these rules to the acquisition, holding or disposition of Registered Notes. 88
Part 2 Non-U.S. Holders Except where indicated below, the discussion below assumes that Notes are properly treated as debt for U.S. federal income tax purposes. Under current U.S. federal income and estate tax law and subject to the discussion of backup withholding in the following section: (a) (b) (c) Payments of principal, OID, and interest by the Issuer or any paying agent to any holder of a Note who is a Non-U.S. Holder (as defined below) will not be subject to U.S. federal withholding tax, provided that, in the case of amounts treated as interest or OID with respect to Notes issued with a maturity of more than 183 days, (i) the amount of the payment is not determined by reference to any receipts, sales or other cash flow, income or profits, change in value of any property (other than certain “actively traded property” described below) of, or dividend or similar payment made by, the Issuer or a person related to the Issuer (except, among other things, property held as a hedging transaction to manage interest rate or other currency fluctuations with respect to the Notes) (a "Contingent Payment"), (ii) the holder does not actually or constructively own 10 per cent. or more of the total combined voting power of all classes of stock of the Issuer entitled to vote, (iii) the holder is not for U.S. federal income tax purposes a controlled foreign corporation related to the Issuer through stock ownership, (iv) the holder is not a bank receiving interest described in Section 881(c)(3)(A) of the Code, and (v) in the case of Registered Notes (A) the holder provides the Issuer or its paying agent with a properly completed and executed IRS Form W-8BEN (or other applicable Form W-8) on which it certifies, under penalties of perjury, that it is not a U.S. person, and (B) in the case of payments made to an intermediary, a properly completed intermediary certification (such as an IRS Form W-8IMY) and any other required documentation is provided by the intermediary to the Issuer or its paying agent. Principal, premium and interest on a Note that are determined by reference to changes in the value of property, the yield on property, or changes in any index based on such value or yield should not be Contingent Payments if the property is traded on an exchange or inter-dealer market that satisfies the requirements necessary for the property to qualify as "actively traded property" within the meaning of section 1092(d) of the Code. A Non-U.S. Holder of a Note will generally not be subject to U.S. federal income tax on any gain or income realised upon the sale, exchange, retirement or other disposition of a Note, provided that (i) in the case of Notes issued with a maturity of more than 183 days, the conditions in section (a) above are satisfied and (ii) neither the holder, nor a partner, fiduciary, settler or beneficiary of the holder if the holder is a partnership or an estate or trust, or a person holding a power over an estate or trust administered by a fiduciary holder, is considered as being or having been present or engaged in a trade or business in the United States or having or having had a permanent establishment therein, or having a current or former relationship with the United States, including a relationship as a citizen or resident thereof or based on an individual's presence in the United States for 183 days or more in the individual's taxable year. A Note held by an individual who is a Non-U.S. Holder at the time of death will not be subject to U.S. federal estate tax as a result of the individual's death if (i) at the time of the individual's death payments with respect to the Note (i) would not have been effectively connected with a U.S. trade or business of the individual, and (ii) would be eligible for the exception from U.S. federal withholding tax described in section (a) above (assuming the certification requirements described in (a)(v) were met). However, it is possible that Notes that are not fully principal protected held by an individual who is a Non-U.S. Holder at the time of death could be subject to U.S. federal estate tax as a result of the individual's death, unless an applicable estate tax treaty provides otherwise. 89
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: U.S. Federal Income Tax Treatment o
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 and 104: Prospectus Directive. For the purpo
Page 105 and 106: Unrestricted Notes Each purchaser o
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

Create successful ePaper yourself

Delete template?

Save as template?