Obligation Morgan Stanleigh 2.2% ( XS1414125234 ) en PLN

Morgan Stanleigh

100 % ▲

Etas-Unis

XS1414125234 ( en PLN )

2.2% par an ( paiement annuel )

13/02/2025 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley XS1414125234 en PLN 2.2%, échue

500 000 PLN

11 000 000 PLN

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etas-Unis ) , en PLN, avec le code ISIN XS1414125234, paye un coupon de 2.2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/02/2025

OFFERING CIRCULAR FOR NOTES, WARRANTS AND CERTIFICATES
26 June 2020
as issuer and guarantor
(incorporated under the laws of the State of Delaware in the United States of America)
MORGAN STANLEY & CO. INTERNATIONAL PLC
as issuer
(incorporated with limited liability in England and Wales)
MORGAN STANLEY B.V.
as issuer
(incorporated with limited liability in The Netherlands)
MORGAN STANLEY FINANCE LLC
as issuer
(formed under the laws of the State of Delaware in the United States of America)
Regulation S Program for the Issuance of Notes, Series A and B, Warrants and Certificates
Under the Regulation S Program for the Issuance of Notes, Series A and B, Warrants and Certificates (the "Program")
described in this Offering Circular (the "Offering Circular"), Morgan Stanley ("Morgan Stanley"), Morgan Stanley &
Co. International plc ("MSI plc" or "MSIP"), Morgan Stanley B.V. ("MSBV") and Morgan Stanley Finance LLC
("MSFL") or any of Morgan Stanley's subsidiaries that accedes to the Program (each, an "Additional Issuer" and,
together with Morgan Stanley, MSI plc, MSBV and MSFL, the "Issuers" and each, an "Issuer") may offer from time to
time Series A Notes and Series B Notes (together, the "Notes"), Warrants (the "Warrants") and Certificates (the
"Certificates"). The Notes, Warrants and Certificates which are being offered under this Offering Circular (including, in
the case of English Law Notes, as issued under the Issue and Paying Agency Agreement and, in the case of Warrants and
Certificates, as issued under the Securities Agency Agreement (in each case, as defined below)) shall be referred to
collectively as "Program Securities" in this Offering Circular.
References herein to "this Offering Circular" shall, where applicable, be deemed to be references to this Offering
Circular as supplemented from time to time. The specific terms of any Program Securities will be as set forth in this
Offering Circular and (i) completed by the applicable Pricing Supplement prepared in relation to the Program Securities,
or (ii) supplemented, amended and/or replaced to the extent described in the relevant drawdown Listing Particulars (as
defined in the rules of the Global Exchange Market of Euronext Dublin, as revised from time to time, or as defined in the
rules of the GSX Global Market of the Gibraltar Stock Exchange), as the case may be.
The payment of all amounts due in respect of Program Securities issued by MSBV, MSFL or an Additional Issuer will,
unless specified otherwise in the appropriate Pricing Supplement or, in the case of an Additional Issuer, in the accession
agreement pursuant to which such Additional Issuer accedes to the Program, be unconditionally and irrevocably
guaranteed by Morgan Stanley (in such capacity, the "Guarantor") pursuant to a guarantee dated as of 26 June 2020 (as
supplemented and/or amended and/or restated and/or replaced from time to time). Payment of amounts due in respect of
Notes, Warrants and Certificates issued by MSI plc is not guaranteed by Morgan Stanley.
The Program Securities are not intended to be offered, sold or otherwise made available and should not be offered, sold
or otherwise made available to "retail clients" in the European Economic Area (the "EEA") or the United Kingdom (the
"UK"), as defined in the rules set out in the Markets in Financial Instruments Directive 2014/65/EU, as amended ("MiFID
II"). Prospective investors are referred to the section headed "PRIIPs / IMPORTANT EEA and UK RETAIL
INVESTORS" on page vi of this Offering Circular for further information.
This Offering Circular is valid for 12 months as of 26 June 2020 and may be supplemented from time to time.
MORGAN STANLEY
as Arranger

Important Notices
Warning
This Offering Circular does not constitute a "prospectus" for the purposes of Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation"), and has been prepared on the basis that no prospectus shall be
required under the Prospectus Regulation for any Program Securities to be offered and sold under it. This
Offering Circular has not been approved or reviewed by any regulator which is a competent authority under
the Prospectus Regulation in the EEA or in any other jurisdiction.
Approvals
This Offering Circular has been approved by:
(i)
The Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") as base Listing
Particulars pursuant to the listing and admission to trading rules of Euronext Dublin for the purpose
of providing information with regard to the issue of Program Securities hereunder, to be admitted to
the Official List of Euronext Dublin and trading on its Global Exchange Market during the twelve
month period following the date hereof. The Global Exchange Market is the exchange regulated
market of Euronext Dublin and is not a regulated market for the purposes of MiFID II;
(ii)
the SIX Swiss Exchange pursuant to points 12 et seq. of the directive of the SIX Swiss Exchange on
the listing of notes for the purpose of giving certain information with regard to the Issuers, the Terms
and Conditions applying to the Program Securities and certain other issues in connection with the
issuance of Program Securities under the Program, in each case within 12 months following the date
of this document;
(iii)
the Luxembourg Stock Exchange pursuant to the appendices to the Rules and Regulations of the
Luxembourg Stock Exchange, to be admitted to trading on the Luxembourg Stock Exchange's Euro
MTF market and to the Official List of the Luxembourg Stock Exchange. The Luxembourg Stock
Exchange's Euro MTF market is not a regulated market for the purposes of MiFID II. Pursuant to
Part 2 / Chapter 2 / point 206 of the Rules and Regulations of the Luxembourg Stock Exchange, every
significant new factor relating to the information contained in this Offering Circular, which is capable
of affecting the assessment of the Program Securities and arises after the date hereof, shall be covered
by a supplement to this Offering Circular. This Offering Circular constitutes a Base Prospectus for
the purpose of Luxembourg law dated July 16, 2019 on Prospectus for Securities and the Pricing
Supplement; and
(iv)
the Gibraltar Stock Exchange (GSX Limited) pursuant to the listing and admission to trading rules of
the Gibraltar Stock Exchange, to be listed on the Global Market of the Gibraltar Stock Exchange.
Listing
Applications have been made for the Series A Notes, the Warrants and the Certificates to be:
(i)
admitted to the Official List of Euronext Dublin and trading on its Global Exchange Market. As
noted above, the Global Exchange Market is the exchange regulated market of Euronext Dublin and
is not a regulated market for the purposes of MiFID II;
(ii)
admitted to listing on the SIX Swiss Exchange and to trading on the main segment of the SIX Swiss
Exchange;
(iii)
admitted to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg
Stock Exchange's Euro MTF market; and
(iv)
listed on the Global Market of the Gibraltar Stock Exchange,
in each case during the period from and including the date hereof up to but excluding 25 June 2021.
The applicable Pricing Supplement will specify where the Series A Notes will be listed.
i

The Series B Notes will not be admitted to listing, trading and/or quotation by any listing authority, stock
exchange and/or quotation system.
The applicable Pricing Supplement will specify whether and where the Warrants or the Certificates (as
applicable) will be listed.
MIFID II product governance / target market
The Pricing Supplement in respect of any Program Securities may include a legend entitled "MiFID II
Product Governance" which will outline the target market assessment in respect of the Program Securities
and which channels for distribution of the Program Securities are appropriate. Any person subsequently
offering, selling or recommending the Program Securities (a "distributor") should take into consideration the
target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Program Securities (by either adopting or refining the target market
assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any
dealer subscribing for any Program Securities is a manufacturer in respect of such Program Securities, but
otherwise neither the dealer(s) nor any of its respective affiliates will be a manufacturer for the purpose of the
MiFID Product Governance Rules.
Benchmarks Regulation
Interest and/or other amounts payable under the Program Securities may be calculated by reference to certain
reference rates. Any such reference rate may constitute a benchmark for the purposes of Regulation (EU)
2016/1011 (the "Benchmarks Regulation"). If any such reference rate does constitute such a benchmark, the
Pricing Supplement will indicate whether or not the benchmark is provided by an administrator included in
the register of administrators and benchmarks established and maintained by the European Securities and
Markets Authority ("ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the
Benchmarks Regulation. Transitional provisions in the Benchmarks Regulation may have the result that the
administrator of a particular benchmark is not required to appear in the register of administrators and
benchmarks at the date of the Pricing Supplement. The registration status of any administrator under the
Benchmarks Regulation is a matter of public record and, save where required by applicable law, the Issuer
does not intend to update the Pricing Supplement to reflect any change in the registration status of the
administrator.
Responsibility statements
Each of Responsible Persons accepts responsibility for the information contained in this Offering Circular and
the Registration Document dated 13 December 2019 and to the best of the knowledge of the Responsible
Persons (each having taken all reasonable care to ensure that such is the case), the information contained in
this Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of
such information.
"Responsible Person" means:
(i) Morgan Stanley with regard to (A) this Offering Circular which comprises this Offering Circular with the
exception of: (i) Items 5 to 10 in the section entitled "Incorporated by Reference" set out at pages 53-62; (ii)
the sections entitled "Selected key financial information relating to MSI plc", "Selected key financial
information relating to MSBV" and "Selected key financial information relating to MSFL" contained in the
Overview section set out on pages 2-3; and (iii) Items 1(b)-(d), 2(b)-(d), 3(c), 5(b)-(d), 7-9 and 10(b)-(c) in
the section entitled "General Information" set out at pages 591-595; and (B) the Morgan Stanley registration
document (the "Morgan Stanley Registration Document") which comprises the Registration Document with
the exception of (i) Items 6 to 14 in the section entitled "Information Incorporated by Reference" set out at
pages 21-31; and (ii) the sections entitled "Description of Morgan Stanley & Co. International plc" set out at
pages 63-69; "Description of Morgan Stanley B.V." set out at pages 70-72; and "Description of Morgan Stanley
Finance LLC" set out at pages 73-75;
(ii) MSI plc in relation to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) Items 2 to 4 and 7 to 10 in the section entitled "Incorporated by Reference" set out at pages 53-62; (ii)
ii

the sections entitled "Selected key financial information relating to Morgan Stanley", "Selected key financial
information relating to MSBV" and "Selected key financial information relating to MSFL" contained in the
Overview section set out on pages 2-3; and (iii) Items 1(a) and (c)-(d), 2(a) and (c)-(d), 3(a)-(b) and (c)(ii)-
(iii), 5(a) and (c)-(d), 6, 8-9 and 10(a) and (c) in the section entitled "General Information" set out at pages
591-595; and (B) the MSI plc registration document (the "MSI plc Registration Document") which
comprises the Registration Document with the exception of (i) Items 1 to 5 and 9 to 14 in the section entitled
"Information Incorporated by Reference" set out at pages 21-31; and (ii) the sections entitled "Description of
Morgan Stanley" set out at pages 32-62; "Description of Morgan Stanley B.V." set out at pages 70-72;
"Description of Morgan Stanley Finance LLC" set out at pages 73-75; and "Subsidiaries of Morgan Stanley
as of 31 December 2018" set out at page 76;
(iii) MSBV with regard to (A) this Offering Circular which comprises this Offering Circular with the exception
of: (i) Items 2 to 6 and 9 to 10 in the section entitled "Incorporated by Reference" set out at pages 53-62; (ii)
the sections entitled "Selected key financial information relating to Morgan Stanley", "Selected key financial
information relating to MSI plc" and "Selected key financial information relating to MSFL" contained in the
Overview section set out on pages 2-3; and (iii) Items 1(a)-(b) and (d), 2(a)-(b) and (d), 3(a)-(b) and (c)(i) and
(iii), 5(a)-(b) and (d), 6-7 and 9-10 in the section entitled "General Information" set out at pages 591-595; and
(B) the MSBV registration document (the "MSBV Registration Document") which comprises the
Registration Document with the exception of (i) Items 1 to 8 and 12 to 14 in the section entitled "Information
Incorporated by Reference" set out at pages 21-31; and (ii) the sections entitled "Description of Morgan
Stanley" set out at pages 32-62; "Description of Morgan Stanley & Co. International plc" set out at pages 63-
69; "Description of Morgan Stanley Finance LLC" set out at pages 73-75; and "Subsidiaries of Morgan Stanley
as of 31 December 2018" set out at page 76; and
(iv) MSFL with regard to with regard to (A) this Offering Circular which comprises this Offering Circular
with the exception of: (i) Items 2 to 8 in the section entitled "Incorporated by Reference" set out at pages 53-
62; (ii) the sections entitled "Selected key financial information relating to Morgan Stanley", "Selected key
financial information relating to MSI plc" and "Selected key financial information relating to MSBV"
contained in the Overview section set out on pages 2-3; and (iii) Items 1(a)-(c), 2(a)-(c), 3(a)-(b) and (c)(i)-
(ii), 5(a)-(c), 6-8 and 10(a)-(b) in the section entitled "General Information" set out at pages 591-595; and (B)
the MSFL registration document (the "MSFL Registration Document") which comprises the Registration
Document with the exception of (i) Items 1 to 11 in the section entitled "Information Incorporated by
Reference" set out at pages 21-31; and (ii) the sections entitled "Description of Morgan Stanley" set out at
pages 32-62; "Description of Morgan Stanley & Co. International plc" set out at pages 63-69; "Description of
Morgan Stanley B.V." set out at pages 70-72; and "Subsidiaries of Morgan Stanley as of 31 December 2018"
set out at page 76.
However, see "No consent given or responsibility taken for any public offerings in the EEA or in the UK"
below.
Offering restrictions in the EEA and in the UK
This Offering Circular has been prepared on the basis that any offer of Program Securities in any Member
State of the EEA or in the UK (each, a "Relevant State") will be made pursuant to an exemption under the
Prospectus Regulation from the requirement to publish a prospectus for offers of Program Securities.
Accordingly, any person making or intending to make an offer in that Relevant State of Program 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 Program Securities may only do so in circumstances in which no
obligation arises for the relevant Issuer or MSI plc, which may act in whole or in part through an affiliate
thereof, and Morgan Stanley & Co. LLC as distribution agents (the "Distribution Agents") to publish or
supplement a prospectus pursuant to Article 23 of the Prospectus Regulation in relation to such offer. None of
the Issuers, the Guarantor or the Distribution Agents has authorised, nor do they authorise, the making of any
offer of Program Securities in circumstances in which an obligation arises for the Issuer to publish a prospectus
in the EEA, in the UK or in any other jurisdiction.
No consent given or responsibility taken for any public offerings in the EEA or in the UK
None of the Issuers, the Guarantor or the Distribution Agents consents to the use of this Offering Circular (or
any supplement thereto or any Pricing Supplement) by any financial intermediary or any other person for the
purpose of making a public offering of the Program Securities in the EEA or in the UK, and none of the
Issuers, the Guarantor or the Distribution Agents accepts any responsibility for the content of this Offering
iii

Circular to any person with respect to the making of a public offering of the Program Securities by any
financial intermediary or other person or for the actions of such financial intermediary or other person making
such offer. The Issuers, the Guarantor and the Distribution Agents agree and acknowledge that this Offering
Circular may only be used for the purposes for which it has been published, as described further herein.
Rating
Program Securities may or may not be rated. Any credit rating applied for in relation to a tranche of Program
Securities will be specified in the applicable Pricing Supplement.
Program borrowing limit
The U.S. Dollar value, determined as of the respective issue dates, of the aggregate principal amount of Notes
outstanding and the aggregate issue price of the Warrants and Certificates outstanding and any other notes,
warrants and or certificates authorized for issuance pursuant to the Authorizing Resolutions (as defined
below), shall not at any one time exceed U.S.$55,000,000,000. The Program Securities were authorised by
Morgan Stanley pursuant to resolutions (the "Authorizing Resolutions") adopted at a meeting of the Board
of Directors of Morgan Stanley held on 25 September 1998, as amended and updated pursuant to resolutions
adopted at meetings of the Board of Directors of Morgan Stanley held on 17 June 2003, 14 December 2004,
20 September 2005, 12 December 2006, 19 June 2007, 17 September 2007 and 16 June 2008.
Governing law
The governing law of the Program Securities will be as follows:
(i)
The Notes will be governed by either the laws of the State of New York ("New York Law Notes")
or the laws of England and Wales ("English Law Notes"), as specified in the applicable Pricing
Supplement. MSI plc, MSBV, MSFL and each Additional Issuer may issue English Law Notes, but
shall not issue New York Law Notes.
(ii)
The Warrants and Certificates will be governed by the laws of England and Wales. Morgan Stanley
may issue Certificates only and MSI plc, MSBV and MSFL may issue both Warrants and Certificates.
Risk warning
The Program Securities may not be a suitable investment for all investors
An investment in the Program Securities entails certain risks, which vary depending on the specification and
type or structure of the Program Securities.
Each potential investor should determine whether an investment in the Program Securities is appropriate in its
particular circumstances. An investment in the Program Securities requires a thorough understanding of the
nature of the relevant transaction. Potential investors should be experienced with respect to an investment in
the Program Securities and be aware of the related risks.
An investment in the Program Securities is only suitable for potential investors who:
(i)
have the requisite knowledge and experience in financial and business matters to evaluate the merits
and risks of an investment in the Program Securities and the information contained or incorporated
by reference into this document;
(ii)
have access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks in the
context of the potential investor's particular financial situation and to evaluate the impact the Program
Securities will have on their overall investment portfolio;
(iii)
understand thoroughly the terms of the Program Securities and are familiar with the behaviour of the
Relevant Underlying or Relevant Factor as applicable and financial markets;
(iv)
are capable of bearing the economic risk of an investment in the Program Securities until the maturity
date of the Notes or exercise date of the Warrants or Certificates;
iv

(v)
recognise that it may not be possible to dispose of the Program Securities for a substantial period of
time, if at all before the maturity date in respect of the English Law Notes and/or the New York Notes
or the specified expiration date in respect of the Warrants and Certificates; and
(vi)
are familiar with the behaviour of the Relevant Underlying or Relevant Factor, as applicable and
relevant financial markets and be able to evaluate (either alone or with the help of a financial and
legal advisor) possible scenarios for economic, interest rate and other factors that may affect its
investment and its ability to bear the applicable risks.
The Program Securities are complex financial instruments. Sophisticated institutional investors generally do
not purchase complex financial instruments as standalone investments. They purchase complex financial
instruments as a way to reduce risk or enhance yield with an understood, measured, appropriate addition of
risk to their overall portfolios. A potential investor should not invest in the Program Securities unless it has
the expertise (either alone or with a financial and legal advisor) to evaluate how the Program Securities will
perform under changing conditions, the resulting effects on the value of the Program Securities and the impact
this investment will have on the potential investor's overall investment portfolio. Each Issuer, and the
Distribution Agents, disclaim any responsibility to advise prospective investors of any matters arising under
the law of the country in which they reside that may affect the purchase of, or holding of, or the receipt of
payments or deliveries on the Program Securities.
Secured Overnight Financing Rate
As further described under "Risk Factors Relating to the Program Securities" below, the interest rate on the
Notes may be SOFR or may, in certain circumstances, be determined by reference to either Fallback Term
SOFR or Fallback Compounded SOFR (each as defined in the Terms and Conditions of the Notes).
SOFR is published by the New York Federal Reserve and is intended to be a broad measure of the cost of
borrowing cash overnight collateralized by U.S. Treasury securities. The New York Federal Reserve reports
that SOFR includes all trades in the Broad General Collateral Rate and bilateral Treasury repurchase
agreement (repo) transactions cleared through the delivery-versus-payment service offered by the Fixed
Income Clearing Corporation (the "FICC"), a subsidiary of the Depository Trust and Clearing Corporation
("DTCC"), and SOFR is filtered by the New York Federal Reserve to remove some (but not all) of the
foregoing transactions considered to be "specials". According to the New York Federal Reserve, "specials"
are repos for specific-issue collateral, which take place at cash-lending rates below those for general collateral
repos because cash providers are willing to accept a lesser return on their cash in order to obtain a particular
security.
The New York Federal Reserve reports that SOFR is calculated as a volume-weighted median of transaction-
level triparty repo data collected from The Bank of New York Mellon as well as General Collateral Finance
Repo transaction data and data on bilateral Treasury repo transactions cleared through the FICC's delivery-
versus-payment service. The New York Federal Reserve also notes that it obtains information from DTCC
Solutions LLC, an affiliate of DTCC.
If data for a given market segment were unavailable for any day, then the most recently available data for that
segment would be utilized, with the rates on each transaction from that day adjusted to account for any change
in the level of market rates in that segment over the intervening period. SOFR would be calculated from this
adjusted prior day's data for segments where current data were unavailable, and unadjusted data for any
segments where data were available. To determine the change in the level of market rates over the intervening
period for the missing market segment, the New York Federal Reserve would use information collected
through a daily survey conducted by its Trading Desk of primary dealers' repo borrowing activity. Such daily
survey would include information reported by Morgan Stanley & Co. LLC, a wholly owned subsidiary of
Morgan Stanley, as a primary dealer.
The New York Federal Reserve notes on its publication page for SOFR that use of SOFR is subject to
important limitations, indemnification obligations and disclaimers, including that the New York Federal
Reserve may alter the methods of calculation, publication schedule, rate revision practices or availability of
SOFR at any time without notice.
Each U.S. government securities business day, the New York Federal Reserve publishes SOFR on its website
at approximately 8:00 a.m., New York City time. If errors are discovered in the transaction data provided by
The Bank of New York Mellon or DTCC Solutions LLC, or in the calculation process, subsequent to the initial
v

publication of SOFR but on that same day, SOFR and the accompanying summary statistics may be
republished at approximately 2:30 p.m., New York City time. Additionally, if transaction data from The Bank
of New York Mellon or DTCC Solutions LLC had previously not been available in time for publication, but
became available later in the day, the affected rate or rates may be republished at around this time. Rate
revisions will only be effected on the same day as initial publication and will only be republished if the change
in the rate exceeds one basis point. Any time a rate is revised, a footnote to the New York Federal Reserve's
publication would indicate the revision. This revision threshold will be reviewed periodically by the New York
Federal Reserve and may be changed based on market conditions.
Because SOFR is published by the New York Federal Reserve based on data received from other sources, the
Issuer has no control over its determination, calculation or publication. See "Risk Factors Relating to the
Program Securities" below.
The information contained in this section "Secured Overnight Financing Rate" is based upon the New York
Federal Reserve's Website and other U.S. government sources.
Investing in the Program Securities involves risks. See "Risk Factors relating to the Program
Securities" beginning on page 10 of this Offering Circular.
Important U.S. notices
THE PROGRAM SECURITIES AND ANY GUARANTEE IN RESPECT THEREOF, AND THE
SECURITIES TO BE DELIVERED ON EXERCISE OR REDEMPTION OF THE PROGRAM
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 SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES. NONE OF THE
ISSUERS OR THE GUARANTOR ARE REGISTERED, OR WILL REGISTER, UNDER THE U.S.
INVESTMENT COMPANY ACT OF 1940, AS AMENDED. TRADING IN THE PROGRAM
SECURITIES HAS NOT BEEN APPROVED BY THE U.S. COMMODITY FUTURES TRADING
COMMISSION UNDER THE U.S. COMMODITY EXCHANGE ACT OF 1936, AS AMENDED (THE
"CEA").
THE PROGRAM SECURITIES, ANY INTEREST THEREIN AND ANY GUARANTEE IN
RESPECT THEREOF, AND THE SECURITIES TO BE DELIVERED ON EXERCISE OR
REDEMPTION OF THE PROGRAM SECURITIES (IF ANY), MAY NOT BE OFFERED, SOLD,
PLEDGED, ASSIGNED, DELIVERED OR OTHERWISE TRANSFERRED, EXERCISED OR
REDEEMED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR
TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION
S UNDER THE SECURITIES ACT). HEDGING TRANSACTIONS INVOLVING ANY "EQUITY
SECURITIES" OF "DOMESTIC ISSUERS" (AS SUCH TERMS ARE DEFINED IN THE
SECURITIES ACT AND REGULATIONS THEREUNDER) MAY ONLY BE CONDUCTED IN
ACCORDANCE WITH THE SECURITIES ACT. SEE "SUBSCRIPTION AND SALE" AND "NO
OWNERSHIP BY U.S. PERSONS".
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE RELEVANT ISSUER AND, WHERE APPLICABLE, THE GUARANTOR
AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED.
THE PROGRAM SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S.
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
OR ANY OTHER REGULATORY AUTHORITY IN THE UNITED STATES NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE
OFFERING OF ANY PROGRAM SECURITIES OR THE ACCURACY OR THE ADEQUACY OF
THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.
United States Withholding Tax
Payments in respect of a Program Security by Morgan Stanley or MSFL may be subject to U.S.
withholding tax of 30 per cent. if the beneficial owner of the Program Security does not meet the criteria
for being exempt from this withholding tax. These criteria include the requirement that the beneficial
owner (or a financial institution holding the Program Security on behalf of the beneficial owner) comply
vi

with certain tax identification and certification rules, generally by furnishing the appropriate U.S.
Internal Revenue Service Form W-8BEN or W-8BEN-E on which the beneficial owner certifies under
penalties of perjury (i) that it is not a U.S. person, (ii) in the case of an entity, that it is exempt from
FATCA withholding, and (iii) in the case of certain Program Securities, that it is eligible for a certain
exemption under an applicable tax treaty, as described below under "United States Federal Taxation".
U.S. withholding may also apply with respect to certain Program Securities issues by any Issuer that
are linked to U.S. equities or certain indices that include U.S. equities. If withholding is so required,
unless specified otherwise in an applicable Pricing Supplement none of the Issuers or any intermediary
will be required to pay any additional amounts with respect to the amounts so withheld.
Program Securities are not deposits and are not covered by any deposit protection scheme.
THE PROGRAM SECURITIES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR DEPOSIT PROTECTION SCHEME
ANYWHERE, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.
No other person is authorised to give information on the Program Securities beyond what is in this
Offering Circular and related Pricing Supplement
No person has been authorised by any of Morgan Stanley, MSI plc, MSBV or MSFL to give any information
or to make any representation not contained or incorporated by reference in this Offering Circular, and, if
given or made, that information or representation should not be relied upon as having been authorised by
Morgan Stanley, MSI plc, MSBV or MSFL.
PRIIPs / IMPORTANT EEA AND UK RETAIL INVESTORS If the Pricing Supplement in respect
of any Program Securities includes a legend entitled "Prohibition of Sales to EEA and UK Retail
Investors", the Program 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 EEA or in the
UK. For these purposes, a retail investor means a person who is one (or more) of:
(A)
a retail client as defined in point (11) of Article 4(1) of MiFID II, as amended;
(B)
a customer within the meaning of Directive (EU) 2016/97, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or
(C)
not a qualified investor as defined in the Prospectus Regulation.
Consequently, if the Pricing Supplement in respect of any Program Securities includes a legend entitled
"Prohibition of Sales to EEA and UK Retail Investors", no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling the
Program Securities or otherwise making them available to retail investors in the EEA or in the UK has
been or will be prepared and therefore offering or selling the Notes or otherwise making them available
to any retail investor in the EEA or in the UK may be unlawful under the PRIIPS Regulation.
The information in this Offering Circular (including any supplement) is subject to change.
Neither the delivery of this Offering Circular nor the offering, sale or delivery of any Program Securities will,
in any circumstances, create any implication that the information contained in this Offering Circular is true
subsequent to the date hereof or the date upon which this Offering Circular has been most recently amended
or supplemented or that there has been no adverse change in the financial situation of any of Morgan Stanley,
MSI plc, MSBV or MSFL since the date hereof or, as the case may be, the date upon which this Offering
Circular has been most recently amended or supplemented or the balance sheet date of the most recent financial
statements which have been incorporated into this Offering Circular by way of a supplement to this Offering
Circular, or that any other information supplied from time to time is correct at any time subsequent to the date
on which it is supplied or, if different, the date indicated in the document containing the same. Investors
should review, inter alia, the most recent financial statements of Morgan Stanley, MSI plc, MSBV and/or
MSFL (as applicable) when evaluating any Program Securities or an investment therein (such financial
statements shall not form a part of this Offering Circular unless they have been expressly incorporated herein,
including by way of a supplement to this Offering Circular).
Distribution
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Each Issuer is offering the Program Securities on a continuing basis through the Distribution Agents, who
have agreed to use reasonable efforts to solicit offers to purchase the Program Securities. Each Issuer may
also sell Program Securities to the Distribution Agents as principal for their own accounts at a price to be
agreed upon at the time of sale. The Distribution Agents may resell any Program Securities they purchase as
principal at prevailing market prices, or at other prices, as they determine. Each Issuer or the Distribution
Agents may reject any offer to purchase Program Securities, in whole or in part. See "Subscription and Sale"
and "No Ownership by U.S. Persons" beginning on page 574 and 588, respectively.
Compliance with all applicable laws
Each investor must comply with all applicable laws and regulations in each country or jurisdiction in or from
which the investor purchases, offers, sells or delivers the Program Securities or has in the investor's possession
or distributes this Offering Circular or any accompanying Pricing Supplement.
General restriction on distribution of this Offering Circular
The distribution of this Offering Circular and the offering, sale and delivery of Program Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by Morgan Stanley, MSI plc, MSBV and MSFL to inform themselves about and to observe those
restrictions.
No post-issuance information
Subject to the applicable Pricing Supplement, none of the Issuers, the Guarantor or the Distribution Agents
intends to provide post-issuance information in respect of the Program Securities unless required to do so by
applicable laws and regulations.
Read and construe with each supplement and document incorporated by reference
This Offering Circular does not constitute an offer of or an invitation to subscribe for or purchase any Program
Securities and should not be considered as a recommendation by any of Morgan Stanley, MSI plc, MSBV or
MSFL that any recipient of this Offering Circular should subscribe for or purchase any Program Securities.
Each recipient of this Offering Circular will be taken to have made its own investigation and appraisal of the
condition (financial or otherwise) of Morgan Stanley, MSI plc, MSBV or MSFL (as applicable) and of the
particular terms of any offered Program Securities.
General offer restriction
Neither this Offering Circular nor any Pricing Supplement may be used for the purpose of an offer or
solicitation by anyone in any jurisdiction in which that offer or solicitation is not authorised or to any person
to whom it is unlawful to make such an offer or solicitation.
Important Swiss notice
The Program Securities do not qualify as units of a collective investment scheme according to the relevant
provisions of the Swiss Federal Act on Collective Investments Scheme ("CISA"), as amended, and are not
registered thereunder. Therefore, the Program Securities are neither governed by the CISA nor supervised by
the Swiss Financial Market Supervisory Authority. Accordingly, investors do not have the benefit of the
specific investor protection provided under the CISA.
Language
The language of this Offering Circular is English. Certain legislative references and technical terms have been
cited in their original language in order that the correct technical meaning may be ascribed to them under
applicable law.
Defined terms
See "Index of Defined Terms" at the end of this document.
CNY Program Securities
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In this Offering Circular, references to "CNY Program Securities" are to Program Securities denominated in
CNY or Renminbi deliverable in Hong Kong, or such other CNY Center as specified in the applicable Pricing
Supplement.
Stabilising legend
In connection with the issue of any tranche of Program Securities under the Program, any Distribution
Agent or any other agent specified for that purpose in the applicable Pricing Supplement as the
stabilising manager (or any person acting for the stabilising manager) may over allot or effect
transactions with a view to supporting the market price of any of the Program Securities at a level
higher than that which might otherwise prevail for a limited period. However, there is no assurance
that the stabilising manager (or any agent of the stabilising manager) will undertake stabilising action.
Any stabilising action may begin on or after the date on which adequate public disclosure of the terms
of the offer of the relevant tranche of Program Securities is made and, if commenced, may be
discontinued at any time, but must be brought to an end no later than the earlier of 30 days after the
issue date of the relevant tranche of Program Securities and 60 days after the date of the allotment of
the relevant tranche of Program Securities. Any stabilising action or over allotment must be conducted
by the stabilising manager (or any person acting for the stabilising manager) in accordance with all
applicable laws and rules.
ix