Bond JPMorgan Chase & Co. 0% ( XS1879154653 ) in ZAR

JPMorgan Chase & Co.

100 % ⇌

United States

XS1879154653 ( in ZAR )

03/03/2048

Prospectus brochure of the bond JPMorgan Chase Bank XS1879154653 en ZAR 0%, maturity 03/03/2048

10 000 ZAR

2 221 900 000 ZAR

JPMorgan Chase & Co. is a leading global financial services firm offering investment banking, consumer and community banking, commercial banking, and asset and wealth management services across numerous countries.

The Bond issued by JPMorgan Chase & Co. ( United States ) , in ZAR, with the ISIN code XS1879154653, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 03/03/2048

Execution Version
LISTING PROSPECTUS
MiFID II product governance / Professional investors and ECPs only target market Solely for the purposes of
the manufacturer's product approval process, the target market assessment in respect of the Securities has led to
the conclusion that: (i) the target market for the Securities is eligible counterparties and professional clients
only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution
of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Securities (a "distributor") should take into consideration the
manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Securities (by either adopting or refining the
manufacturer's target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA AND UK 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") or the United Kingdom. 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
MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), 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 the Prospectus Regulation (as defined
below). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail
investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful
under the PRIIPs Regulation. Notwithstanding the above, if the Dealer 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.
Listing Prospectus dated 6 May 2020

JPMorgan Chase Bank, N.A.
(a national banking association organised under the laws of the United States of America)
Legal Entity Identifier (LEI): 7H6GLXDRUGQFU57RNE97
as Issuer in respect of
Listing of ZAR 3,000,000,000 Zero Coupon Notes linked to ZAR-denominated Republic of South Africa
Bonds, due March 2048 (the "Tranche Three Notes" or the "Notes" or the "Securities") (to be
consolidated and form a single series with (i) the ZAR 2,221,900,000 Zero Coupon Notes linked to ZAR-
denominated Republic of South Africa Bonds, due March 2048, issued on 6 April 2020 (the "Tranche One
Notes"), and (ii) the ZAR 2,221,900,000 Zero Coupon Notes linked to ZAR-denominated Republic of
South Africa Bonds, due March 2048, issued on 6 April 2020 (the "Tranche Two Notes"))

(ISIN: XS1879154653)
Structured Products Programme for the issuance of
Notes, Warrants and Certificates
This Listing Prospectus is prepared in conjunction with the Securities issued by JPMorgan Chase Bank, N.A.
(the "Issuer") under its Structured Products Programme for the issuance of Notes, Warrants and Certificates (the
"Programme"). This Listing Prospectus is not a prospectus published in accordance with the requirements of
the Prospectus Regulation. This Listing Prospectus constitutes a prospectus for the purpose of the Luxembourg
Law dated 16 July 2019 on prospectuses for securities (as amended).
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This Listing Prospectus, together with the documents incorporated by reference herein, comprises the listing
prospectus approved by the Luxembourg Stock Exchange required for the listing and admission to trading of the
Securities on Luxembourg Stock Exchange's Euro MTF. Full information on the Issuer and the issue of the
Securities is only available on the basis of the combination of the provisions set out within this Listing
Prospectus and the information incorporated by reference herein. This Listing Prospectus may be used only for
the purposes for which it has been published.
Responsibility Statement: The Issuer accepts responsibility for the information given in this Listing Prospectus
and confirms that, having taken all reasonable care to ensure that such is the case, the information contained in
this Listing Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit anything
likely to affect its import.
No authorisation of any person to give any information other than as set out in this Listing Prospectus: No
person has been authorised to give any information or to make any representation other than as contained in this
Listing Prospectus in connection with the issue or sale of the Securities and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer or J.P. Morgan Securities plc
as dealer (the "Dealer").
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TABLE OF CONTENTS
Page
RISK FACTORS ...................................................................................................................... 4
INCORPORATION BY REFERENCE ............................................................................................. 5
PRICING SUPPLEMENT ............................................................................................................ 6

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RISK FACTORS
An investment in the Securities involves complex risks. Prospective investors should refer to the risk factors set
forth in the section entitled "Risk Factors" (including the introductory paragraph thereto) contained on pages 29
to 119 (inclusive) of the Offering Circular (as defined in the section entitled "Incorporation by Reference"
below) as well as the risk factors set forth in the section entitled "Risk Factors" in the Pricing Supplement set out
in this Listing Prospectus below.
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INCORPORATION BY REFERENCE
This Listing Prospectus should be read and construed in conjunction with the documents incorporated by
reference into this Listing Prospectus and each supplement (if any) to this Listing Prospectus. The information
contained in the following document(s) is hereby incorporated by reference into this Listing Prospectus and
deemed to form a part of this Listing Prospectus:
(i)
the offering circular dated 23 April 2020 relating to issues of non-equity securities under the Programme
by J.P. Morgan Structured Products B.V., JPMorgan Chase Financial Company LLC, JPMorgan Chase
Bank, N.A. and JPMorgan Chase & Co. (the "Offering Circular"); and
(ii)
the offering circular dated 24 April 2019 relating to issues of non-equity securities under the Programme
by J.P. Morgan Structured Products B.V., JPMorgan Chase Financial Company LLC, JPMorgan Chase
Bank, N.A. and JPMorgan Chase & Co. (the "Original Offering Circular").
The table below sets out the relevant page references for the information incorporated into this Listing
Prospectus by reference.
Information incorporated by reference
Page reference

From the Offering Circular
Pages

Important Notices
Pages 1 to 7
Cautionary Note Regarding Forward-Looking Statements
Pages 8 to 9
Summary of the Programme
Pages 10 to 28
Risk Factors
Pages 29 to 119
Conflicts of Interest
Pages 120 to 122
Documents Incorporated by Reference
Pages 123 to 130
Commonly Asked Questions
Pages 136 to 156
Overview of the Potential for Discretionary Determinations by the Calculation
Pages 157 to 169
Agent and the Issuer
Use of Proceeds
Page 458
Book-Entry Clearing Systems
Pages 471 to 475
Subscription and Sale
Pages 476 to 508
Purchaser Representations and Requirements and Transfer Restrictions
Pages 509 to 541
Certain ERISA Considerations
Pages 542 to 546
Taxation
Pages 547 to 634
Important Legal Information
Pages 635 to 636
General Information
Pages 637 to 640
Index of Defined Terms
Pages 641 to 651

From the Original Offering Circular

General Conditions
Pages 171 to 284

Investors who have not previously reviewed the information contained in the above documents should do so in
connection with their evaluation of the Securities. Any statement contained in a document, all or the relevant
portion of which is incorporated by reference into this Listing Prospectus, shall be deemed to be modified or
superseded for the purpose of this Listing Prospectus to the extent that a statement contained in this Listing
Prospectus or in any supplement to this Listing Prospectus, including any documents incorporated therein by
reference, modifies or supersedes such earlier statement. The documents incorporated by reference will be
available on the Luxembourg Stock Exchange's website (www.bourse.lu).
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PRICING SUPPLEMENT
Pricing Supplement dated 28 April 2020
JPMorgan Chase Bank, N.A.
Legal Entity Identifier (LEI): 7H6GLXDRUGQFU57RNE97
Structured Products Programme for the issuance of Notes, Warrants and Certificates
Issue of ZAR 3,000,000,000 Zero Coupon Notes linked to ZAR-denominated Republic of South Africa
Bonds, due March 2048 (the "Tranche Three Notes" or the "Notes" or the "Securities") (to be
consolidated and form a single series with (i) the ZAR 2,221,900,000 Zero Coupon Notes linked to ZAR-
denominated Republic of South Africa Bonds, due March 2048, issued on 6 April 2020 (the "Tranche One
Notes"), and (ii) the ZAR 2,221,900,000 Zero Coupon Notes linked to ZAR-denominated Republic of
South Africa Bonds, due March 2048, issued on 6 April 2020 (the "Tranche Two Notes"))
The offering circular dated 23 April 2020 (the "Offering Circular") (as completed and (if applicable) amended
by this Pricing Supplement) has been prepared on the basis that any offer of Securities in any Member State of
the EEA or the United Kingdom (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 the Securities. The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129, as amended. Accordingly any person making or
intending to make an offer in that Relevant 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
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, 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 may only be offered and the Offering Circular and this Pricing Supplement as well as any other
offering or marketing material relating to the Securities may only be offered to investors in Switzerland pursuant
to an exception from the prospectus requirement under the Swiss Financial Services Act ("FinSA"), as such
terms are defined under the FinSA.
Neither this document nor the Offering Circular constitute a prospectus within the meaning of the FinSA and no
prospectus pursuant to the FinSA will be prepared in connection with such offering of the Securities.
If you purchase the Securities described in this Pricing Supplement after the date hereof, you should
review the most recent version (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
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 replacement version (if any) to the Offering Circular can be found on (www.bourse.lu) and
(www.ise.ie).
RISK FACTORS
Capitalised terms used in this section and not defined herein shall have the respective meaning ascribed to each
in Part A or Part C, or, if not defined in Part A or Part C, shall have the meaning ascribed to each in the
Offering Circular or the Original Offering Circular, as the case may be.
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
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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 29 to 119 inclusive).
General
The Notes involve substantial risks and are suitable only for sophisticated investors who have the knowledge
and experience in financial and business matters (including but not limited to investments in credit linked
securities) necessary to enable them to evaluate the risks and the merits of an investment in the Notes. Prior to
making an investment decision, a prospective investor should consider carefully the purchase of the Notes in
light of its own financial circumstances and investment objectives. Investment in the Notes is suitable only for
investors who can bear the risks associated with a lack of liquidity in the Notes and the financial and other risks
associated with an investment in the Notes. Prospective purchasers should be responsible for assessing the
legality and suitability of an investment by it in the Notes. Prospective purchasers of the Notes should consult
with their own legal, regulatory, tax, business, investment, financial and accounting advisers to the extent that
they deem necessary, and make their own investment, hedging and trading decisions including decisions
regarding the suitability of this investment based upon their own judgment and upon advice from such advisers
as they deem necessary and not upon any view expressed by the Issuer or the Dealer or any of their affiliates.
The Issuer may redeem the Securities prior to the Maturity Date where, due to a change in law, a court ruling or
some other administrative, regulatory or legal action which occurs on or after the Issue Date, the Issuer (or the
relevant affiliate which has entered into hedging arrangements in respect of the Issuer's obligations under the
Securities) has incurred (or there is a substantial likelihood that it will incur) a materially increased tax burden in
relation to its hedging arrangements in respect of the Securities. In such case, the Issuer may (subject to certain
conditions), on giving (generally) not less than 30 and not more than 60 days' notice, redeem the Securities at
their Early Payment Amount (as described below). J.P. Morgan anticipates that the risk of such event occurring
is remote, and further anticipates that in such unlikely event, it would not exercise its right to redeem the
Securities unless the additional tax payable by it is or would be a substantially material amount. A pre-condition
to the exercise of such right is the delivery by the Issuer to the Relevant Programme Agent of an opinion of
independent legal advisers of recognised standing confirming that the terms described in the first sentence of
this paragraph are met. If the Securities are redeemed in these circumstances, the Early Payment Amount you
receive may be less than the original purchase price of the Securities, and could be as low as zero. You may not
be able to reinvest the early redemption proceeds in an investment having a similar rate of return.
The Issuer may redeem the Securities in certain other extraordinary circumstances prior to the Maturity Date
including: (i) due to a change in law or regulation or the interpretation thereof (a) it has or will become illegal to
hold, acquire or dispose of any asset in relation to any Underlying Hedge Transaction or (b) the Hedging Entity
will incur a materially increased cost in performing its obligations in relation to the Securities, (ii) the
occurrence of a Hedging Disruption event (as described in the terms and conditions of the Securities) and (iii)
the occurrence of an Extraordinary Hedge Disruption Event (as described in the terms and conditions of the
Securities). As described above, in such case, the Issuer may (subject to certain conditions), redeem the
Securities at their Early Payment Amount. The Early Payment Amount may be less than the original purchase
price of the Securities, and could be as low as zero per Security. You may not be able to reinvest the early
redemption proceeds in an investment having a similar rate of return.
No person has been authorised to give any information or make any representation other than as contained in the
Offering Circular and this Pricing Supplement in connection with the issue or sale of the Notes and, if given or
made, such information or representation must not be relied upon as having been authorised by the Issuer,
JPMorgan Chase & Co. or the Dealer or any of their respective subsidiaries or affiliates (together "JPMorgan").
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JPMorgan does not provide tax advice. Accordingly, any discussion of U.S. tax matters contained herein
(including any attachments or documents incorporated by reference in the Offering Circular) is not
intended or written to be used, and cannot be used, in connection with the promotion, marketing or
recommendation by anyone unaffiliated with JPMorgan of any of the matters addressed herein or for the
purpose of avoiding U.S. tax-related penalties.
Reference Asset Linked Risks
·
An investor will be taking the credit risk of the Reference Entity and the Reference Asset. The Final
Redemption Amount or the Optional Redemption Amount (which may be zero in each case) payable in
respect of the Notes is totally dependent on the performance by the Reference Entity of its obligations
under the Reference Asset. There can be no assurance that the Reference Entity will perform its
obligations under the Reference Asset in accordance with its terms. The Notes will not be secured and
investors in the Notes will have no rights against the Reference Entity and no right, title, interest or
voting rights in the Reference Asset.
·
The Reference Asset is a sub-investment grade or "high yield" instrument. High yield debt instruments
are of speculative credit quality and are subject to heightened risk of non-payment or other default.
Investors in the Notes should be willing and able to accept risks attendant to an investment in sub-
investment grade debt securities.
·
No information (including current financial information) or other developments with respect to the
Reference Entity has been or will be provided to the Holders. No investigation of the Reference Entity
(including, without limitation, any investigation as to its financial condition or creditworthiness) or of the
Reference Asset (including, without limitation, any investigation as to its ratings) has been made by the
Issuer or the Dealer. Potential investors should obtain and evaluate the information concerning the
Reference Asset in the same way as they would obtain and evaluate it if they were investing directly in
the Reference Asset or other securities issued by the Reference Entity.
·
Payments under the Notes will be subject to reduction for any Additional Costs including any costs
arising as a result of an Adjustment Event (which events include, but are not limited to, the occurrence of
any act or event at any time relating to withholding or deduction for or on account of tax in relation to the
Reference Asset) or an Early Redemption Event and any such reduction will reduce the return on the
Notes to the Holders.
·
South African tax laws, regulations and court practice are subject to frequent change, varying
interpretation and inconsistent and selective enforcement. The Issuer makes no representations as to the
tax treatment of the Reference Asset or the Notes.
·
THE NOTES ARE NOT PRINCIPAL PROTECTED INSTRUMENTS. DEPENDING ON THE
PERFORMANCE OF THE REFERENCE ASSET AND/OR THE REFERENCE ENTITY,
INVESTORS IN THE NOTES MAY LOSE SOME OR ALL OF THEIR INITIAL INVESTMENT
IN THE NOTES.
·
The Notes are issued by the Issuer at a substantial discount from their Aggregate Nominal Amount. The
Notes will not pay any coupons or interest to Holders of the Notes despite the fact that the Reference
Entity does intend to pay coupons to holders of the Reference Asset, and as such, Holders of the Notes
should not expect to receive any coupons or interest in respect of the Notes. The only payment that
Holders of the Notes should expect to receive is the Final Redemption Amount in respect of each Note
held on the Maturity Date or, if there is an early redemption in accordance with Part C, the Optional
Redemption Amount.
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·
Emerging markets carry higher risks for investors who should therefore ensure that, before investing,
they understand the risks involved and are satisfied that such investment is suitable. The investor must be
aware that transactions involving emerging markets currencies bear substantial risks of loss.
Risks relating to Early Redemption Events
·
Action or lack of action taken by the government of the Reference Entity and changes in political,
economic or social conditions in the jurisdiction of the Reference Entity could lead to the occurrence of
an Early Redemption Event and would affect the market conditions and price of the Reference Asset. The
occurrence of an Early Redemption Event could be materially adverse to the interests of investors.
·
If there is an early redemption in accordance with Part C, then investors will receive the Optional
Redemption Amount. The Optional Redemption Amount is determined by the Calculation Agent as the
then present value or the residual value of the Reference Asset Principal Amount (less Additional Costs)
calculated with reference to a ZAR denominated yield curve in respect of local South African
government bonds and other ZAR-related financial instruments as of the Optional Redemption Valuation
Date. Accordingly, the Optional Redemption Amount is liable to be affected by market conditions and
may be valued at a considerable discount to the par value of the Notes. Upon redemption of the Notes in
these circumstances, investors may not be repaid the full amount of their investment in the Notes, and the
Notes may redeem at zero.
ZAR Exchange Rate Risk
·
Where the Notes 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.
Emerging Market Risk
·
Developments and the perception of risks in other countries, especially emerging market countries, may
adversely affect the value of the Reference Asset.
·
Investments in debt securities linked to debt instruments and currencies of emerging market entities
involve risks and special considerations not typically associated with investments in the United States or
many other countries with highly developed economies and securities markets. These risks and special
considerations include, but are not limited to, risks associated with high rates of inflation and interest and
other economic uncertainties, currency devaluations, political and social uncertainties, less rigorous
regulatory and accounting standards than those in the United States, exchange control regulations, a
history of government and private sector debt defaults, significant government influence on the economy,
relatively less developed financial and market systems, and the limited liquidity and higher price
volatility of the related securities markets.
·
The Republic of South Africa is generally considered by investors to be an emerging market country, and
securities of the Republic of South Africa or of South African companies have been, to varying degrees,
influenced by economic and market conditions in other countries. Although economic conditions are
different in each country, investors' reactions to developments in emerging market countries may
materially affect the securities of South African issuers. Crises in other emerging market countries may
diminish investor interest in securities of South African issuers, including the Reference Asset. This
could adversely affect the value of the Reference Asset and/or other local South African government
bonds, and therefore the Optional Redemption Amount an investor could receive upon early redemption.
·
Furthermore, certain relevant information relating to the Republic of South Africa may not be as well-
known or as rapidly or thoroughly reported in the United States as comparable U.S. developments.
Prospective purchasers of the Notes should be aware of the possible lack of availability of important
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information that can affect the value of the Notes and must be prepared to make special efforts to obtain
such information on a timely basis.
General risks relating to the Reference Asset and the Republic of South Africa
·
The investor assumes all risks relating to the Reference Asset, including but not limited to (i) all market,
foreign exchange, credit, issuer, settlement (including through Euroclear Bank SA), payment (whether by
the issuer or any paying agent in respect of the Reference Asset) or default risk relating to the Reference
Asset, (ii) any and all taxes assessed on the Reference Asset, on any proceeds in any account that pertain
to the Reference Asset, on the owner of the Reference Asset as a result of its ownership of the Reference
Asset, on the transfer of any amounts to the Issuer and/or on the transfer of any amounts to the investor,
(iii) any risk pertaining to the foreign exchange and exchange control laws and regulations now in force
in the Republic of South Africa or as may later be passed and issued by the Republic of South Africa, (iv)
any risks with respect to any account or any bank used in connection with the Reference Asset or any
amounts with respect thereto, including but not limited to, any inability to execute any forward
agreement or spot rate exchange transaction, whether in whole or in part, (v) any risk of change of law or
regulation or interpretation thereof which affects the hedging transactions for the Notes, and (vi) any
risks arising from the fact that the Reference Asset is governed by South African law and holders may
suffer adverse consequences as a result of uncertainty or arbitrary changes in the application and effect of
such laws.
·
Additionally, the Issuer accepts no liability whatsoever for any expense, loss or damage suffered by or
occasioned to the Holder resulting from the general risks of investment in or the holding of assets,
including the Reference Asset, in the Republic of South Africa including, but not limited to, losses
arising from (i) nationalisation, moratorium, restructuring, refinancing expropriation or other
governmental actions, (ii) regulation of the banking or securities industries including changes in market
rules, currency restrictions, devaluations or fluctuations, (iii) market conditions affecting the execution or
settlement of transactions or the value of assets, or (iv) delays in registration or failure to register
securities or delays in or failure to repatriate income, principal or any other amount arising from the
Reference Asset.
Tax Risks
·
Payments under the Notes will be made subject to applicable withholding taxes (if any) and the Issuer
will not be required to pay any further amounts in respect of the Notes in the event that any taxes are
levied on such payment.
·
The Notes may be redeemed early if certain tax events occur in the Republic of South Africa and any
Hedging Entity is or becomes subject to any taxes, withholdings or deductions in excess of the original
South Africa withholding taxes in respect of any hedging arrangements entered into in connection with
the Notes, or if any Hypothetical Broker Dealer is obligated to make payments of additional amounts in
excess of what it currently anticipates being obligated to pay.
·
If the tax event in question can be classified, in the determination of the Calculation Agent, as either a
Reference Asset Tax Event or a Tax Event, the Calculation Agent shall decide whether such tax event
shall be an Early Redemption Event or an Adjustment Event which may, in each case, affect the return to
Holders.
·
The Issuer believes that payments under the Notes should not be subject to withholding tax of any
Relevant Jurisdiction but it is possible that a tax authority of a Relevant Jurisdiction could successfully
assert the contrary. While the Issuer does not expect that tax of a Relevant Jurisdiction will be withheld
from payments on the Notes, the Issuer has the right to withhold tax of a Relevant Jurisdiction from any
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