Obligation Abu Dhabi Commercial Bank 0% ( XS2080360253 ) en USD

Abu Dhabi Commercial Bank

100 % ⇌

Emirats Arabes Unis

XS2080360253 ( en USD )

22/11/2059

Prospectus brochure de l'obligation Abu Dhabi Commercial Bank XS2080360253 en USD 0%, échéance 22/11/2059

1 000 000 USD

140 000 000 USD

L'Obligation émise par Abu Dhabi Commercial Bank ( Emirats Arabes Unis ) , en USD, avec le code ISIN XS2080360253, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 22/11/2059

ADCB FINANCE (CAYMAN) LIMITED
U.S.$140,000,000 Multi-Callable Zero Coupon Notes due 22 November 2059
(the "Notes")
unconditionally and irrevocably guaranteed by
ABU DHABI COMMERCIAL BANK PJSC
under the U.S.$15,000,000,000
Global Medium Term Note Programme

Issue Price: 100 per cent. of the Aggregate Nominal Amount

Issue Date: 22 November 2019
This information package includes: (i) the base prospectus dated 26 March 2019, as supplemented by the base
prospectus supplement dated 21 May 2019, which together constitute a base prospectus, (ii) the Final Terms dated
14 November 2019 relating to the Notes and (iii) this document (together, the "Information Package").
The Notes will be issued by ADCB Finance (Cayman) Limited.
Application will be made by the Issuer (or on its behalf) for the Notes to be listed on the Taipei Exchange (the
"TPEx") in the Republic of China (the "ROC").
The Notes will be traded on the TPEx pursuant to the applicable rules of the TPEx. The effective date of listing
and trading of the Notes is on or about 22 November 2019.
TPEx is not responsible for the content of the Information Package and any supplement or amendment thereto
and no representation is made by TPEx to the accuracy or completeness of the Information Package and any
supplement or amendment thereto. TPEx expressly disclaims any and all liability for any losses arising from, or
as a result of the reliance on, all or part of the contents of this Information Package and any supplement or
amendment thereto. Admission to the listing and trading of the Notes on the TPEx shall not be taken as an
indication of the merits of the Issuer or the Notes.
The Notes have not been, and shall not be, offered, sold or re-sold, directly or indirectly to investors other than
"professional institutional investors" as defined under Paragraph 2, of Article 4 of the Financial Consumer
Protection Act of the ROC, which currently includes: (i) overseas and domestic banks, securities firms, futures
firms and insurance companies (excluding insurance agencies, insurance brokers and insurance surveyors), the
foregoing as further described in greater detail in Paragraph 3 of Article 2 of the Organisation Act of the Financial
Supervisory Commission; (ii) overseas and domestic fund management companies, government investment
institutions, government funds, pension funds, mutual funds, unit trusts, and funds managed by financial service
enterprises pursuant to the ROC Securities Investment Trust and Consulting Act, the ROC Future Trading Act or
the ROC Trust Enterprise Act or investment assets mandated and delivered by or transferred for trust by financial
consumers; and (iii) other institutions recognised by the Financial Supervisory Commission of the ROC.
Purchasers of the Notes are not permitted to sell or otherwise dispose of the Notes except by transfer to the
aforementioned professional institutional investors.

Lead Manager

SinoPac Securities Corporation

Liquidity Provider

SinoPac Securities Corporation

Manager

Morgan Stanley Taiwan Limited

FINAL TERMS
Final Terms dated 14 November 2019
ADCB FINANCE (CAYMAN) LIMITED
Issue of U.S.$140,000,000 Multi-Callable Zero Coupon Notes due 22 November 2059
unconditionally and irrevocably guaranteed by
ABU DHABI COMMERCIAL BANK PJSC
under the U.S.$15,000,000,000
Global Medium Term Note Programme
PART A CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the base
prospectus dated 26 March 2019 and the supplemental prospectus dated 21 May 2019 which together constitute
a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC),
as amended or superseded (the "Prospectus Directive"). This document constitutes the applicable Final Terms of
the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in
conjunction with the Base Prospectus. Full information on the Issuer, the Guarantor and the offer of the Notes is
only available on the basis of the combination of these applicable Final Terms and the Base Prospectus. The Base
Prospectus is available for viewing in accordance with Article 14 of the Prospectus Directive on the website of
the Central Bank of Ireland (http://www.centralbank.ie) and during normal business hours at Abu Dhabi
Commercial Bank PJSC, ADCB Tower, Head Office, Sheikh Zayed Street, P.O. Box 939, Abu Dhabi, United
Arab Emirates, and copies may be obtained from Abu Dhabi Commercial Bank PJSC, ADCB Tower, Head Office,
Sheikh Zayed Street, P.O. Box 939, Abu Dhabi, United Arab Emirates.

1.
(a)
Issuer:
ADCB Finance (Cayman) Limited

(b)
Guarantor:
Abu Dhabi Commercial Bank PJSC
2.
Series Number:
147
3.
Specified Currency or Currencies:
U.S. dollars ("U.S.$")
4.
Aggregate Nominal Amount of Notes U.S.$140,000,000
admitted to trading:
5.
Issue Price:
100 per cent. of the Aggregate Nominal Amount
6.
(a)
Specified Denominations (in the U.S.$1,000,000
case of Registered Notes this
means the minimum integral
amount in which transfers can be
made):

(b)
Calculation Amount:
U.S.$1,000,000
7.
(a)
Issue Date:
22 November 2019

(b)
Interest Commencement Date:
Not Applicable
8.
Maturity Date:
22 November 2059, subject to adjustment in accordance
with the Following Business Day Convention (for
payment purposes only)
9.
Interest Basis:
Zero Coupon
10.
Redemption/Payment Basis:
The Final Redemption Amount will be determined as
provided below (see paragraph 21)

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11.
Change
of
Interest
Basis
or Not Applicable
Redemption/Payment Basis:
12.
Put/Call Options:
Issuer Call
13.
(a)
Status of the Notes:
Senior

(b)
Status of the Guarantee:
Senior

(c)
Date approval for issuance of Notes 21 March 2019 and 11 December 2018, respectively
and Guarantee obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
14.
Fixed Rate Note Provisions:
Not Applicable
15.
Floating Rate Note Provisions:
Not Applicable
16.
Reset Note Provisions:
Not Applicable
17.
Zero Coupon Note Provisions:
Applicable

(a)
Accrual Yield:
4.40 per cent. per annum

(b)
Reference Price:
U.S.$1,000,000 per Calculation Amount

(c)
Day Count Fraction in relation to 30/360
Early Redemption Amounts and
late payment:
PROVISIONS RELATING TO REDEMPTION
18.
Issuer Call:
Applicable

(a)
Optional Redemption Date(s):
22 November 2024, 22 November 2034, 22 November
2044 and 22 November 2054, subject to adjustment in
accordance with the Following Business Day
Convention (for payment purposes only)

(b)
Optional Redemption Amount:
The relevant Optional Redemption Amount (as a
percentage of the Calculation Amount) will be the
amount set out next to the corresponding Optional
Redemption Date below:
Optional Redemption
Optional Redemption
Date
Amount as a percentage
of the Calculation
Amount (%)
22 November 2024
124.023075
22 November 2034
190.768858
22 November 2044
293.435373
22 November 2054
451.354164

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(c)
If redeemable in part:
Not Applicable

(d)
Notice period (if other than as set
The Issuer will give notice of its intention to redeem the
out in the Conditions):
Notes not less than five (5) London, New York and
Taipei Business Days prior to the relevant Optional
Redemption Date
19.
Investor Put:
Not Applicable
20.
Change of Control Put:
Not Applicable
21.
Final Redemption Amount:
An amount equal to 559.783311 per cent. per
Calculation Amount
22.
Regulatory Call:
Not Applicable
23.
Early Redemption Amount payable on
As per the Conditions
redemption for taxation reasons or on event
of default:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
24.
Form of Notes:
Bearer Notes:

Temporary Bearer Global Note exchangeable for a
Permanent Bearer Global Note which is exchangeable
for definitive Notes only upon an Exchange Event

Reg. S Compliance Category 2; TEFRA D
25.
Additional Financial Centre(s) or other
London, New York and Taipei
special provisions relating to Payment
Days:
26.
Talons for future Coupons or Receipts to
No
be attached to definitive Notes (and dates
on which such Talons mature):
27.
Partly Paid Notes:
Not Applicable
28.
Redenomination applicable:
Redenomination not applicable
29.
RMB Settlement Centre(s):
Not Applicable
30.
RMB Currency Event:
Not Applicable
31.
Relevant Currency for Condition 7.9 (RMB Not Applicable
Currency Event):
32.
Relevant Spot Rate Screen Pages for

Condition 7.9 (RMB Currency Event):

(i)
Relevant Spot Rate Screen Page
Not Applicable
(Deliverable Basis):

(ii)
Relevant Spot Rate Screen Page
Not Applicable
(Non-deliverable basis):
33.
Party responsible for calculating the Spot
Not Applicable
Rate for Condition 7.9 (RMB Currency
Event):

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PART B OTHER INFORMATION
1.
LISTING
(a)
Listing and Admission to trading:
Application is expected to be made by the Issuer (or on
its behalf) for the Notes to be admitted to trading on the
Taipei Exchange ("TPEx") in the Republic of China for
the listing and trading of the Notes on the TPEx. The
Notes will be traded on the TPEx pursuant to the
applicable rules of the TPEx. The effective date of
listing of the Notes on the TPEx is on or about 22
November 2019. TPEx is not responsible for the
content of this document and the Base Prospectus and
any supplement or amendment thereto and no
representation is made by TPEx to the accuracy or
completeness of this document and the Base Prospectus
and any supplement or amendment thereto. TPEx
expressly disclaims any and all liability for any losses
arising from, or as a result of the reliance on, all or part
of the contents of this document, the Base Prospectus
or any supplement or amendment thereto. Admission to
listing and trading on the TPEx shall not be taken as an
indication of the merits of the Issuer or the Notes.
(b)
Estimate of total expenses related to New Taiwan Dollar ("NTD") 70,000 in relation to the
admission to trading:
listing and trading of the Notes on the TPEx.
2.
RATINGS

Ratings:
The Notes to be issued are not expected to be rated.
3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person involved in the issue
of the Notes has an interest material to the offer. The Managers and their affiliates have engaged, and
may in the future engage, in investment banking and/or commercial banking transactions with, and may
perform other services for, the Issuer, the Guarantor or their affiliates in the ordinary course of business
for which they may receive fees.
4.
YIELD (Fixed Rate Notes Only)
Indication of yield:
Not Applicable
5. OPERATIONAL INFORMATION
(a)
ISIN Code:
XS2080360253
(b)
Common Code:
208036025
(c)
FISN:
As set out on the website of the Association of
Numbering Agencies (ANNA) or alternatively sourced
from the responsible National Numbering Agency that
assigned the ISIN
(d)
CFI Code:
As set out on the website of the Association of
Numbering Agencies (ANNA) or alternatively sourced
from the responsible National Numbering Agency that
assigned the ISIN
(e)
CUSIP:
Not Applicable

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(f)
CINS:
Not Applicable
(g)
Any clearing system(s) other than Not Applicable
DTC, Euroclear Bank SA/NV and
Clearstream Banking S.A. and the
relevant identification number(s):
(h)
Delivery:
Delivery against payment
(i)
Names and addresses of additional Not Applicable
Paying Agent(s) (if any):
6.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
Not Applicable
7.
THIRD PARTY INFORMATION
Not Applicable
8.
ADDITIONAL SELLING RESTRICTIONS
The following ROC selling restriction shall be inserted in the Base Prospectus:
"Each Dealer has represented and agreed that the Notes have not been, and shall not be, offered, sold or
re-sold, directly or indirectly to investors other than "professional institutional investors" as defined under
Paragraph 2, of Article 4 of the Financial Consumer Protection Act of the ROC, which currently includes:
(i) overseas and domestic banks, securities firms, futures firms and insurance companies (excluding
insurance agencies, insurance brokers and insurance surveyors), the foregoing as further described in
greater detail in Paragraph 3 of Article 2 of the Organisation Act of the Financial Supervisory
Commission; (ii) overseas and domestic fund management companies, government investment
institutions, government funds, pension funds, mutual funds, unit trusts, and funds managed by financial
service enterprises pursuant to the ROC Securities Investment Trust and Consulting Act, the ROC Future
Trading Act or the ROC Trust Enterprise Act or investment assets mandated and delivered by or
transferred for trust by financial consumers; and (iii) other institutions recognised by the Financial
Supervisory Commission of the ROC. Purchasers of the Notes are not permitted to sell or otherwise
dispose of the Notes except by transfer to the aforementioned professional institutional investors."
9.
ADDITIONAL TAX INFORMATION
ROC Taxation
The following summary of certain taxation provisions under ROC law is based on current law and practice
and that the Notes will be issued, offered, sold and re-sold, directly or indirectly, to professional
institutional investors as defined under Paragraph 2 of Article 4 of the Financial Consumer Protection Act
of the ROC only. It does not purport to be comprehensive and does not constitute legal or tax advice.
Investors (particularly those subject to special tax rules, such as banks, dealers, insurance companies and
tax-exempt entities) should consult with their own tax advisers regarding the tax consequences of an
investment in the Notes.
Interest on the Notes:
As ADCB Finance (Cayman) Limited, the issuer of the
Notes, is not an ROC statutory tax withholder, there is
no ROC withholding tax on the interest or deemed
interest to be paid on the Notes.
ROC corporate holders must include the interest or
deemed interest receivable under the Notes as part of
their taxable income and pay income tax at a flat rate of
20 per cent. (unless the total taxable income for a fiscal
year is under NTD 500,000), as they are subject to
income tax on their worldwide income on an accrual
basis. The alternative minimum tax ("AMT") is not
applicable.

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Sale of the Notes:
In general, the sale of corporate bonds or financial bonds
is subject to a 0.1 per cent. securities transaction tax
("STT") on the transaction price. However, Article 2-1
of the Securities Transaction Tax Act of the ROC
prescribes that STT will cease to be levied on the sale of
corporate bonds and financial bonds from 1 January
2010 to 31 December 2026.
Therefore, the sale of the Notes will be exempt from
STT if the sale is conducted on or before 31 December
2026. Starting from 1 January 2027, any sale of the
Notes will be subject to STT at 0.1 per cent. of the
transaction price, unless otherwise provided by the tax
laws that may be in force at that time.
Capital gains generated from the sale of bonds are
exempt from ROC income tax. Accordingly, ROC
corporate holders are not subject to income tax on any
capital gains generated from the sale of the Notes.
However, ROC corporate holders should include the
capital gains from the sale of the Notes in calculating
their basic income for the purpose of calculating their
AMT. If the amount of the AMT exceeds the ordinary
income tax calculated pursuant to the Income Basic Tax
Act (also known as the AMT Act), the excess becomes
the ROC corporate holders' AMT payable. Capital
losses, if any, incurred by such holders could be carried
over five years to offset against capital gains of same
category of income for the purposes of calculating their
AMT.
10.
ADDITIONAL INFORMATION
ROC Settlement and Trading
Investors with a securities book-entry account with an ROC securities broker and a foreign currency
deposit account with an ROC bank, may request the approval of the Taiwan Depositary & Clearing
Corporation (the "TDCC") for the settlement of the Notes through the account of TDCC with Euroclear
or Clearstream and if such approval is granted by TDCC, the Notes may be so cleared and settled. In such
circumstances, TDCC will allocate the respective book-entry interest of such investor in the Notes to the
securities book-entry account designated by such investor in the ROC. The Notes will be traded and settled
pursuant to the applicable rules and operating procedures of TDCC and the TPEx as domestic bonds.
In addition, an investor may apply to TDCC (by filling in a prescribed form) to transfer the Notes in its
own account with Euroclear or Clearstream to the TDCC account with Euroclear or Clearstream for
trading in the domestic market or vice versa for trading in overseas markets.
For such investors who hold their interest in the Notes through an account opened and held by TDCC
with Euroclear or Clearstream, distributions of principal and/or interest for the Notes to such holders may
be made by payment services banks whose systems are connected to TDCC to the foreign currency deposit
accounts of the holders. Such payment is expected to be made on the second Taiwanese business day
following TDCC's receipt of such payment (due to time difference, the payment is expected to be received
by TDCC one Taiwanese business day after the distribution date). However, when the holders will
actually receive such distributions may vary depending upon the daily operations of the ROC banks with
which the holder has the foreign currency deposit account.

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Risks associated with limited liquidity of the Notes
Application will be made for the listing of the Notes on the TPEx. No assurances can be given as to
whether the Notes will be, or will remain, listed on the TPEx. If the Notes fail to, or cease to, be listed on
the TPEx, certain investors may not invest in, or continue to hold or invest in, the Notes.

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