INDEX OF DEFINED TERMS - Banca di Legnano
INDEX OF DEFINED TERMS - Banca di Legnano
INDEX OF DEFINED TERMS - Banca di Legnano
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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 11:55 – eprint6 – 4247 Section 02<br />
Risk Factors<br />
Factors affecting the performance of Shares may adversely affect the value of the Notes. The<br />
performance of Shares is dependent upon macroeconomic factors, such as interest and price levels on the<br />
capital markets, currency developments, political factors, and company-specific factors such as earnings<br />
position, market position, risk situation, shareholder structure, and <strong>di</strong>stribution policy. These factors are not<br />
within the Issuer’s control and may result in a decline in the value of the Notes.<br />
Noteholders have no claim against the issuer of the relevant Share(s) or recourse to the Shares.<br />
Share Linked Notes do not represent a claim against or an investment in any issuer of the relevant Share(s)<br />
and investors will not have any right of recourse under the Share Linked Notes to any such company or the<br />
Shares. Share Linked Notes are not in any way sponsored, endorsed, or promoted by any issuer of the<br />
relevant Share(s) and such companies have no obligation to take into account the consequences of their<br />
actions for any Noteholders. Accor<strong>di</strong>ngly, the issuer of a Share may take any actions in respect of such<br />
Share without regard to the interests of the investors in the Share Linked Notes, and any of these actions<br />
could adversely affect the market value of the Share Linked Notes.<br />
Determinations made by the Calculation Agent in respect of Potential Adjustment Events, Merger<br />
Events, Tender Offers, De-listing, Nationalizations, Insolvencies, and Ad<strong>di</strong>tional Disruption Events may<br />
have an adverse effect on the value of the Notes. Upon determining that a Potential Adjustment Event,<br />
Merger Event, Tender Offer, De-listing, Nationalization, Insolvency, or Ad<strong>di</strong>tional Disruption Event has<br />
occurred in relation to an underlying Share or Share Issuer, the Calculation Agent has broad <strong>di</strong>scretion to<br />
make certain determinations to account for such event inclu<strong>di</strong>ng to (i) make adjustments to the terms of the<br />
Notes and/or (ii) (in the case of a Merger Event, Tender Offer, De-listing, Nationalization, Insolvency, or<br />
an Ad<strong>di</strong>tional Disruption Event) cause early redemption of the Notes, any of which determinations may<br />
have an adverse effect on the value of the Notes.<br />
Potential Adjustment Events include (a) a sub-<strong>di</strong>vision, consolidation, or re-classification of the<br />
Shares, (b) an extraor<strong>di</strong>nary <strong>di</strong>vidend, (c) a call of the Shares that are not fully paid, (d) a repurchase by<br />
the issuer, or an affiliate thereof, of the Shares, (e) a separation of rights from the Shares, or (f) any event<br />
having a <strong>di</strong>lutive or concentrative effect on the value of the Shares. Ad<strong>di</strong>tional Disruption Events include<br />
(a) a change in applicable law since the Issue Date that makes it illegal to hold, acquire or <strong>di</strong>spose of the<br />
Shares or more expensive for the Issuer to hedge its obligations under the relevant Notes or (b) if specified<br />
to be applicable in the applicable Final Terms, (i) an insolvency filing by or on behalf of any issuer of the<br />
relevant Share(s) or (ii) Hedging Disruption.<br />
Noteholders may receive physical delivery of Shares in lieu of payment of cash amounts. Where<br />
the Share Linked Notes include the right of the Issuer, subject to the fulfillment of a particular con<strong>di</strong>tion,<br />
to redeem the Share Linked Notes at their maturity by delivering Shares to the investor, the investors will<br />
receive such Shares rather than a monetary amount upon maturity. Noteholders will, therefore, be exposed<br />
to the issuer of such Shares and the risks associated with such Shares. The investor should not assume that<br />
he or she will be able to sell such Shares for a specific price after the redemption of the Notes, and in<br />
particular not for the purchase price of the Share Linked Notes. Under certain circumstances the Shares<br />
may only have a very low value or may, in fact, be worthless, in which case see “Investors risk losing all<br />
of their investment in the Notes” above. Noteholders may also be subject to certain documentary or stamp<br />
taxes in relation to the delivery and/or <strong>di</strong>sposal of such Shares.<br />
Noteholders will have no voting rights or right to receive <strong>di</strong>vidends or <strong>di</strong>stributions in respect of<br />
the relevant Shares. Except as provided in the relevant Con<strong>di</strong>tions in relation to Physical Delivery Notes,<br />
Noteholders of Share Linked Notes will not have voting rights or rights to receive <strong>di</strong>vidends or<br />
<strong>di</strong>stributions or any other rights with respect to the relevant Shares to which such Notes relate. As a result,<br />
the return on the Notes may not reflect the return an investor would realize if the investor actually owned<br />
those relevant Shares and received the <strong>di</strong>vidends paid or other <strong>di</strong>stributions made in connection with them.<br />
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