Obligation JP Morgan 0% ( XS1330969814 ) en BRL

JP Morgan

100 % ▲

Etas-Unis

XS1330969814 ( en BRL )

12/02/2041

Prospectus brochure de l'obligation JP Morgan XS1330969814 en BRL 0%, échéance 12/02/2041

1 000 000 BRL

3 500 000 000 BRL

L'Obligation émise par JP Morgan ( Etas-Unis ) , en BRL, avec le code ISIN XS1330969814, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 12/02/2041

Execution Version
PRICING SUPPLEMENT
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 ("MiFID
II"); (ii) a customer within the meaning of Directive 2002/92/EC ("IMD"), 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 Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently, no key
information document required by Regulation (EU) No 1286/2014 (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 7 February 2018
JPMorgan Chase & Co.
Structured Products Programme for the issuance of Notes, Warrants and Certificates
Issue of (i) BRL 200,000,000 Zero Coupon Callable Notes, due February 2041 (the "Tranche Two
Notes"); and (ii) BRL 2,838,655,000 Zero Coupon Callable Notes, due February 2041 (the "Tranche
Three Notes" and, together with the Tranche Two Notes, the "Notes" or the "Securities") (to be
consolidated and form a single series with the BRL 461,345,000 25-Year Zero Coupon Callable Notes, due
February 2041, issued on 12 February 2016 (the "Tranche One Notes"))
The offering circular dated 13 December 2017 and the Supplements 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 European
Economic Area 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 (and amendments thereto, including by Directive 2010/73/EU), 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.
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.
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
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Issuer and (if applicable) the Guarantor 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).
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 28 to 91 inclusive).
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.
Foreign Exchange Rate Risk

The amount of any payment in USD due under the Securities will be affected by the exchange rate of BRL
to USD, since the amounts due under the Securities are calculated on the BRL Aggregate Nominal Amount
and converted into USD at the applicable FX Rate. The exchange rate between BRL and USD will fluctuate
during the term of the Securities. In addition, for investors whose investment currency is USD, the
movement of the exchange rates could result in any amount due under the Securities being less than the
initial USD amount paid for the Securities. As a result, a Holder could lose a substantial amount of its
investment in the Securities.

Historical or prevailing rates of exchange of BRL to USD should not be taken as an indication of the future
exchange rate. No assurance can be given that the BRL will not depreciate as against USD thereby reducing
the amount of any payment in USD due to the Holders under the Securities.

The government of the Federative Republic of Brazil may from time to time intervene in the foreign
exchange market and these interventions or other governmental actions could adversely affect the value of
the Securities and the amount payable (in USD) at maturity. Even in the absence of governmental action
directly affecting the exchange rates, political or economic developments in the Federative Republic of
Brazil or elsewhere could lead to significant and sudden changes in the exchange rate of BRL to USD.
Neither the Issuer nor the Calculation Agent will make any adjustment or change in the terms of the
Securities if exchange rates should become fixed, or in the event of any devaluation or revaluation or
imposition of exchange or other regulatory controls or taxes, or in the event of other developments affecting
the USD or any applicable foreign currency. Holders of the Securities will bear those risks. Where the
Securities are denominated in a currency other than the investor's reference currency, changes in rates of
exchange may have an adverse effect on the value of the investment in the reference currency.
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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 set forth in the offering circular dated 28 April 2015 and the supplements dated 29
May 2015, 8 July 2015, 27 July 2015, 27 August 2015, 22 September 2015, 27 October 2015, 13 November
2015 and 26 January 2016 to the offering circular (as so supplemented, the "Original Offering Circular").
This document constitutes the Pricing Supplement of the Securities described herein and must be read in
conjunction with the Offering Circular, save in respect of the General Conditions and the Specific Product
Provisions which are extracted from the Original Offering Circular and which are incorporated by reference into
the Offering Circular. Full information on the Issuer, the Guarantor (if applicable) and the offer of the Securities
is only available on the basis of the combination of this Pricing Supplement, the Offering Circular and the
Original Offering Circular incorporated by reference therein. 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, and
in electronic form on the Luxembourg Stock Exchange's website (www.bourse.lu).
1.
Issuer:
JPMorgan Chase & Co.
2.
(i)
Series Number:
2014-25352
(ii)
Tranche Number:
In respect of:
(i)
the Tranche Two Notes, two; and
(ii)
the Tranche Three Notes, three
The Notes shall be consolidated to form a single series
with the Tranche One Notes effective as of the Issue
Date but shall not be fungible with the Tranche One
Notes until such time as the Clearing Systems recognise
the Notes to be fungible with the Tranche One Notes
3.
Specified Currency or Currencies:
United States Dollar ("U.S.$" or "USD") and Brazilian
Real, being the lawful currency of the Federative
Republic of Brazil ("BRL")
4.
Notes, Warrants or Certificates:
Notes
5.
Aggregate Nominal Amount:
(i)
Series:
BRL 3,500,000,000
(ii)
Tranche:
In respect of:
(i)
the Tranche Two Notes, BRL 200,000,000; and
(ii)
the Tranche Three Notes, BRL 2,838,655,000
6.
Issue Price:
In respect of:
(i)
the Tranche Two Notes, 8.90 per cent. of the
Aggregate Nominal Amount of the Tranche Two
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Notes; and
(ii)
the Tranche Three Notes, 8.90979886 per cent.
of the Aggregate Nominal Amount of the
Tranche Three Notes
The Issue Price in respect of the Aggregate Nominal
Amount of (a) the Tranche Two Notes shall be paid in
euro (as defined in General Condition 31.1) ("EUR"),
and shall be EUR 4,509,754.24, and (b) the Tranche
Three Notes shall be paid in USD, and shall be U.S.$
79,571,637.83 (in each case, being an amount equal to
the quotient of (I) the Issue Price of such Tranche,
divided by (II) the Initial FX Rate of such Tranche, as
determined by the Calculation Agent) (such amount
being rounded to the nearest two decimal places, with
0.005 rounded upwards))
Where the "Initial FX Rate" means, in respect of:
(i)
the Tranche Two Notes, BRL 3.947 per EUR
1.00; and
(ii)
the Tranche Three Notes, BRL 3.1785 per U.S.$
1.00
The Issue Prices specified above may be more than the
market value of the relevant Securities as at the Issue
Date, and the price, if any, at which the Dealer or any
other person is willing to purchase the relevant
Securities in secondary market transactions is likely to
be lower than the relevant Issue Price. In particular,
where permitted by applicable law and subject to any
additional ex ante cost disclosure required by such, the
Issue Prices 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
2004/39/EC, as amended, varied or replaced from time
to time, including through the implementation of
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Directive 2014/65/EU), 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:
BRL 1,000
(ii)
Trading in Units (Notes):
Not Applicable
(iii)
Minimum trading size:
The Securities may only be traded in a minimum initial
amount of 1,000 Securities (corresponding to an
aggregate nominal amount of BRL 1,000,000) and,
thereafter, in multiples of one Security (corresponding
to a nominal amount of BRL 1,000)
7.
Issue Date:
7 February 2018
8.
Maturity Date:
12 February 2041
PROVISIONS APPLICABLE TO NOTES
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
9.
Interest Commencement Date:
Not Applicable
10.
Fixed Rate Note Provisions:
Not Applicable
11.
Floating Rate Note Provisions:
Not Applicable
12.
Zero Coupon Note Provisions:
Applicable
(i)
Amortisation
Yield
(General 13.35 per cent. per annum
Condition 4.4):
(ii)
Day Count Fraction:
30/360
(iii)
Any other formula/basis of Not Applicable
determining amount payable:
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):
12 February in each calendar year from, and including,
12 February 2031 to, and including, 12 February 2040
(ii)
Optional Redemption Amount(s) In respect of an Optional Redemption Date, the
and method, if any, of calculation Optional Redemption Amount shall be determined in
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of such amount(s):
accordance with the provisions of Part C
(iii)
If redeemable in part:
Not Applicable
(a)
Minimum nominal amount Not Applicable
to be redeemed:
(b)
Maximum nominal amount Not Applicable
to be redeemed:
(iv)
Description of any other Issuer's Not Applicable
option:
(v)
Notice period (if other than as set In respect of an Optional Redemption Date, the Issuer
out in General Condition 5.1):
shall give not less than five Business Days' irrevocable
notice (and there shall be no maximum notice period) to
the Holders prior to such Optional Redemption Date, in
each case in accordance with General Condition 26
(Notices), to redeem all of the Securities
The notice period in General Condition 5.1 (Redemption
at the Option of the Issuer) is amended accordingly
16.
Put Option:
Not Applicable
17.
Final Redemption Amount:
In cases where the Final Redemption
Amount is Share Linked, Index Linked,
Commodity Linked, FX Linked or other
variable linked:
(i)
Reference Asset(s):
The FX Rate (as defined below in paragraph 44 and in
Part C)
(ii)
Provisions for determining Final Unless the Securities have previously been redeemed, or
Redemption
Amount
where purchased and cancelled, in each case, in accordance
calculated by reference to Share with the Conditions, the Issuer shall redeem the
and/or Index and/or Commodity Securities on the Maturity Date, and the Final
and/or FX Rate and/or other Redemption Amount (which may be zero, but which
variable:
may not be less than zero) payable in respect of each
Security (of the Specified Denomination) shall be an
amount in USD determined by the Calculation Agent in
accordance with the following formula:
SD
Final FX Rate
Where:
"Final FX Rate" means the FX Rate in respect of the
Final Payment Valuation Date; and
"Final Payment Valuation Date" means the Payment
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Valuation Date in respect of the Maturity Date
(iii)
Provisions for determining Final See paragraph 44 and Part C below
Redemption
Amount
where
calculation by reference to Share
and/or Index and/or Commodity
and/or FX Rate and/or other
variable
is
impossible
or
impracticable
or
otherwise
disrupted:
18.
Early Payment Amount:
Early Payment Amount(s) payable on an As set out in General Condition 31.1 for all purposes,
event of default (General Condition 15), save that for the purposes of General Condition 15 only
termination for illegality (General and following an Event of Default thereunder, the Early
Condition 16) or redemption for taxation Payment Amount in respect of each Security (of the
reasons (General Condition 18), and/or the Specified Denomination) shall be equal to the Amortised
method of calculating the same (if required Face Amount as set out in General Condition 5.5
or if different from that set out in the (calculated as if the Issue Date for the Notes was 12
General Conditions):
February 2016), provided that such amount shall be paid
in USD and shall be calculated at such rate(s) of
exchange as may be determined by the Calculation
Agent in good faith and in a commercially reasonable
manner
19.
Credit Linked Note Provisions:
Not Applicable
20.
Details relating to Instalment Notes:
Not Applicable
21.
Details relating to Partly Paid Notes: Not Applicable
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:
PROVISIONS APPLICABLE TO WARRANTS
Paragraphs 22-33 are intentionally deleted
PROVISIONS APPLICABLE TO CERTIFICATES
Paragraphs 34-40 are intentionally deleted
SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE SECURITIES
SHARE LINKED PROVISIONS
41.
Share Linked Provisions:
Not Applicable
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INDEX LINKED PROVISIONS
42.
Index Linked Provisions:
Not Applicable
COMMODITY LINKED PROVISIONS
43.
Commodity Linked Provisions:
Not Applicable
FX LINKED PROVISIONS
44.
FX Linked Provisions:
Applicable, subject to Part C, and provided that FX
Linked Provisions 1, 2 and 3 shall not apply to the
Securities
(i)
Single FX Rate or basket of FX Single FX Rate
Rates:
(ii)
FX Rate(s):
In respect of each Payment Valuation Date, the FX Rate,
as defined and determined in accordance with the
provisions of Part C below
(iii)
Reference Currency:
BRL
(iv)
Base Currency:
USD
(v)
FX Price Source:
Not Applicable the provisions of Part C apply
(vi)
FX Rate Sponsor:
Not Applicable the provisions of Part C apply
(vii) Number of FX Settlement Days:
Not Applicable the provisions of Part C apply
(viii) Initial Valuation Date(s):
Not Applicable
(ix)
Interest Valuation Date(s):
Not Applicable
(x)
Coupon Valuation Date(s):
Not Applicable
(xi)
Valuation Date(s):
Not Applicable the provisions of Part C apply
(xii) Initial Averaging Date:
Not Applicable
(xiii) Averaging Date(s):
Not Applicable
(xiv) FX Financial Centres:
Not Applicable the provisions of Part C apply
(xv) FX Business Day Convention:
Not Applicable the provisions of Part C apply
(xvi) Valuation Time:
Not Applicable the provisions of Part C apply
(xvii) FX Disruption Events:
Not Applicable the provisions of Part C apply
(xviii) Disruption Fallbacks:
Not Applicable the provisions of Part C apply
(xix) Averaging Reference Dates Not Applicable
Omission:
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(xx) Fallback Valuation Date:
Not Applicable the provisions of Part C apply
(xxi) Successor Currency:
Applicable, as amended by the following paragraph.
Sub-paragraph (b) of FX Linked Provision 4 (Successor
Currency) shall be deleted and replaced with the
following sub-paragraph (b):
"if after 29 January 2016 and on or before the Maturity
Date, the Federative Republic of Brazil has lawfully
eliminated, converted, redenominated or exchanged its
currency in effect on 29 January 2016 or any Successor
Currency, as the case may be (the "Original
Currency"), for a Successor Currency, then for
purposes of calculating any amounts of such currency
pursuant to the Securities, and for the purposes of
effecting settlement hereof, any Original Currency
amounts will be converted to the Successor Currency by
multiplying the amount of the Original Currency by a
ratio of the Successor Currency to the Original
Currency, which ratio will be calculated on the basis of
the exchange rate set forth by the Federative Republic of
Brazil for converting the Original Currency into the
Successor Currency on the date on which the
elimination, conversion, redenomination or exchange
took place. If there is more than one such date, the date
closest to the relevant payment date will be selected."
(xxii) Rebasing:
Applicable
(xxiii) Change in Law Increased Cost:
Not Applicable
(xxiv) Hedging Disruption:
Not Applicable
MARKET ACCESS PARTICIPATION PROVISIONS
45.
Market Access Participation Provisions: Not Applicable
LOW EXERCISE PRICE WARRANT PROVISIONS
46.
Low Exercise Price Warrant Provisions: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
47.
New Global Note:
Not Applicable
48.
Form of Securities:
Registered Securities
(i)
Temporary or Permanent Bearer Temporary Registered Global Security which is
Global Security / Registered Global exchangeable for a Permanent Registered Global
Security:
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
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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 No
form of obligations under French
law?
(iii)
Name of French Registration Not Applicable
Agent:
(iv)
Representation of Holders of Notes Not Applicable
/ Masse:
(v)
Regulation S/Rule 144A Warrants:
Not Applicable
49.
Record Date:
As set out in the General Conditions
50.
Additional Financial Centre(s) (General New York City
Condition 12.2) or other special
provisions relating to payment dates:
51.
Payment Disruption Event (General
Condition 13):
Relevant Currency:
BRL and USD
52.
Extraordinary Hedge Disruption Event Applicable
(General Condition 17):
(i)
Extraordinary Hedge Sanctions Applicable
Event:
(ii)
Extraordinary Hedge Bail-in Event: Applicable
(iii)
Extraordinary Hedge Currency Applicable
Disruption Event:
53.
Early Redemption for Tax on Not Applicable
Underlying
Hedge
Transactions
(General Condition 18.4):
54.
Physical Settlement:
Not Applicable
55.
Calculation Agent:
J.P. Morgan Securities plc
56.
Redenomination, renominalisation and Not Applicable
reconventioning provisions:
57.
Gross Up (General Condition 18):
Not Applicable
58.
Rounding:
General Condition 22 applies
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