Bond Abu Dhabi Commerce Bank 0% ( XS1938443832 ) in USD

Abu Dhabi Commerce Bank

100 % ⇌

United Arab Emirates

XS1938443832 ( in USD )

25/01/2049

Prospectus brochure of the bond Abu Dhabi Commercial Bank XS1938443832 en USD 0%, maturity 25/01/2049

1 000 000 USD

100 000 000 USD

Abu Dhabi Commercial Bank (ADCB) is a major commercial bank in the United Arab Emirates, offering a wide range of financial services including retail banking, corporate banking, investment banking, and wealth management to both individuals and corporations.

Abu Dhabi Commercial Bank issued a USD 100,000,000 0% bond (ISIN: XS1938443832) maturing January 25, 2049, with a minimum trading size of USD 1,000,000 and a coupon frequency of one payment per year, currently trading at 100%.

FINAL TERMS
16 January 2019
ADCB FINANCE (CAYMAN) LIMITED
Issue of U.S.$100,000,000 Multi-Callable Zero Coupon Notes due 2049
unconditionally and irrevocably guaranteed by
ABU DHABI COMMERCIAL BANK PJSC
under the U.S.$9,000,000,000
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 12 March 2018, as supplemented by the base prospectus
supplement dated 10 September 2018, which together constitute a base prospectus (the "Base
Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC), as amended
(the "Prospectus Directive"). 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:
98
3. Specified Currency or Currencies:
U.S. dollars ("U.S.$")
4. Aggregate Nominal Amount of Notes U.S.$100,000,000
admitted to trading:
5. Issue Price:
100 per cent. of the Aggregate Nominal
Amount
6.
(a)
Specified Denominations (in U.S.$1,000,000
the case of the Registered
Notes
this
means
the
minimum integral amount in
which transfers can be made):

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

(b)
Interest Commencement Date: Issue Date
8. Maturity Date:
25 January 2049
9. Interest Basis:
Zero Coupon
10. Redemption/Payment Basis:
The Final Redemption Amount will be
determined as provided below (see paragraph
21)
11. Change
of
Interest
Basis
or Not Applicable
Redemption/Payment Basis:
12. Put/Call Options:
Issuer Call
13. (a)
Status of Notes:
Senior

(b)
Status of Guarantee:
Senior

(c)
Date on which approval for 18 February 2018 and 3 April 2018,
issuance
of
Notes
and respectively
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:
5.78 per cent. per annum

(b)
Reference Price:
Not Applicable

(c)
Day
Count
Fraction
in 30/360
relation to Early Redemption
Amounts and late payment:

PROVISIONS RELATING TO REDEMPTION

18. Issuer Call:
Applicable

(a)
Optional Redemption Dates:
25 January 2024, 25 January 2034, 25 January
2044, subject to adjustment in accordance with
the Following Business Day Convention

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(b)
Optional
Redemption
Optional
Optional
Amounts:
Redemption Date
Redemption Amount
per
Calculation
Amount (U.S.$)
25 January 2024
1,324,395.86
25 January 2034
2,323,022.63
25 January 2044
4,074,638.34

(c)
If redeemable in part:
Not Applicable

(d)
Notice period (if other than as The Issuer will give notice of its intention to
set out in the Conditions):
redeem the Notes not less than five (5)
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:
U.S.$5,396,434.13 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
applicable
25. Additional Financial Centres or other Taipei, London, New York and Abu Dhabi
special provisions relating to Payment
Days:
26. Talons for future Coupons or Receipts No
to be attached to definitive Notes (and
dates on which such Talons mature):
27. Partly Paid Notes:
Not Applicable
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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 Not Applicable
(RMB Currency Event):
32. Relevant Spot Rate Screen Pages for
Condition 7.9 (RMB Currency Event):

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

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

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PART B OTHER INFORMATION
1.
LISTING

(i)
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 25 January 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.

(ii)
Estimate of total expenses related New Taiwan Dollar ("NTD") 70,000 in
to admission to trading:
relation to the listing and trading of the
Notes on the TPEx.
2.
RATINGS
The Notes to be issued have not been
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 and their affiliates in the ordinary course of business for which
they may receive fees.
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4.
YIELD (Fixed Rate Notes Only)

Indication of yield:
Not Applicable
5.
OPERATIONAL INFORMATION

(a)
ISIN Code:
XS1938443832

(b)
Common Code:
193844383

(e)
Any clearing system other than Not Applicable
DTC, Euroclear Bank S.A./N.V.
and Clearstream Banking, S.A.
and the relevant identification
numbers(s):

(d)
Delivery:
Delivery against payment

(e)
Names and addresses of additional Not Applicable
Paying Agents (if any):

6.
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."

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7.
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.
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.
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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.

8.
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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