Bond Emirates NBD Bank 6.125% ( XS1964681610 ) in USD

Emirates NBD Bank

100 % ⇌

United Arab Emirates

XS1964681610 ( in USD )

6.125% per year ( payment 2 times a year)

Perpetual

Prospectus brochure of the bond Emirates NBD XS1964681610 en USD 6.125%, maturity Perpetual

20/03/2026 ( In 39 days )

Emirates NBD is a leading banking group in the Middle East, offering a wide range of financial services including personal and corporate banking, investment banking, and wealth management across multiple countries.

The Bond issued by Emirates NBD Bank ( United Arab Emirates ) , in USD, with the ISIN code XS1964681610, pays a coupon of 6.125% per year.
The coupons are paid 2 times per year and the Bond maturity is Perpetual

EMIRATES NBD BANK PJSC
(incorporated with limited liability in the United Arab Emirates)
U.S.$1,000,000,000 Perpetual Additional Tier 1 Capital Securities
The U.S.$1,000,000,000 Perpetual Additional Tier 1 Capital Securities (the "Capital Securities") shall be issued by Emirates NBD Bank PJSC (the "Issuer" or "ENBD") on 20 March 2019 (the "Issue
Date"). Interest Payment Amounts (as defined in the Conditions) shall be payable subject to and in accordance with terms and conditions set out in the "Terms and Conditions of the Capital Securities"
(the "Conditions") on the Prevailing Principal Amount (as defined in the Conditions) of the Capital Securities from (and including) the Issue Date to (but excluding) 20 March 2025 (the "First Call
Date") at a rate of 6.125 per cent. per annum. If the Capital Securities are not redeemed in accordance with the Conditions on or prior to the First Call Date, Interest Payment Amounts shall continue to
be payable from (and including) the First Call Date subject to and in accordance with the Conditions at a fixed rate, to be reset on the First Call Date and every six years thereafter, equal to the Relevant
Six-Year Reset Rate (as defined in the Conditions) plus a margin of 3.656 per cent. per annum. Interest Payment Amounts will (subject to the occurrence of a Non-Payment Event (as defined in, and as
more particularly provided in, Condition 6.1 (Interest Cancellation Non-Payment Event))) be payable semi-annually in arrear on 20 March and 20 September in each year, commencing on 20 September
2019 (each, an "Interest Payment Date"). Payments on the Capital Securities will be made free and clear of, without withholding or deduction for, or on account of any present or future taxes, duties,
assessments or governmental charges of whatever nature, imposed, levied, collected, withheld or assessed by or within the Tax Jurisdiction (as defined in the Conditions) (the "Taxes") to the extent
described under Condition 12 (Taxation). All payments by the Issuer in respect of the Capital Securities shall be conditional upon satisfaction of the Solvency Conditions (as defined in the Conditions)
and no bankruptcy order in respect of the Issuer having been issued by a court in the United Arab Emirates, as more particularly described in Condition 4 (Status and Subordination) (see, in particular,
"Risk Factors Factors which are material for the purpose of assessing the risks associated with the Capital Securities - The Capital Securities are subordinated, conditional and unsecured obligations
of the Issuer").
If a Non-Viability Event (as defined in the Conditions) occurs, a Write-down (as defined in the Conditions) shall occur on the relevant Non-Viability Event Write-down Date (as defined in the Conditions),
as more particularly described in Condition 10 (Write-Down at the Point of Non-Viability). In such circumstances, the Capital Securities shall automatically be deemed to be irrevocably and
unconditionally written-down by the relevant Write-down Amount (as defined in the Conditions) and, in the case of the Write-down Amount corresponding to the full Prevailing Principal Amount of
the Capital Securities, the Capital Securities shall be cancelled (see "Risk Factors Factors which are material for the purpose of assessing the risks associated with the Capital Securities - The right to
receive repayment of the principal amount of the Capital Securities and the right for any further interest will be permanently written-down upon the occurrence of a Non-Viability Event").
The Issuer may elect, in its sole discretion, and in certain circumstances shall be required, not to pay interest falling due on the Capital Securities. Any Interest Payment Amounts not paid as aforesaid
will not accumulate and the holder of a Capital Security shall not have any claim in respect thereof.
The Capital Securities are undated and have no final maturity. Unless the Capital Securities have previously been redeemed or purchased and cancelled as provided in the Conditions, the Capital Securities
may, at the option of the Issuer, subject to the prior approval of the Regulator (as defined in the Conditions), be redeemed (in whole but not in part) at the Early Redemption Amount (as defined in the
Conditions) on the First Call Date or any Interest Payment Date thereafter. In addition, the Capital Securities may, upon the occurrence of a Tax Event or Capital Event (each as defined in the Conditions),
be redeemed (in whole but not in part) at the Tax Redemption Amount or the Capital Event Redemption Amount (each as defined in the Conditions), respectively, subject to the prior approval of the
Regulator and subject to the Conditions.
The payment obligations of the Issuer under the Capital Securities (i) constitute direct, unsecured, conditional (as described in Conditions 4.2(b) (Subordination of the Capital Securities) and 4.3 (Solvency
Conditions)) and subordinated obligations of the Issuer that rank pari passu and without preference or priority amongst themselves; (ii) rank subordinate and junior to all Senior Obligations (as defined
in the Conditions) (but not further or otherwise); (iii) rank pari passu with all Pari Passu Obligations (as defined in the Conditions); and (iv) rank in priority only to all Junior Obligations (as defined in
the Conditions). Notwithstanding any other provisions in the Conditions, to the extent that any of the Solvency Conditions are not satisfied at the relevant time or if a bankruptcy order in
respect of the Issuer has been issued by a court in the United Arab Emirates, all claims of the holders of the Capital Securities under the Capital Securities will be extinguished and the Capital
Securities will be cancelled without any further payment to be made by the Issuer under the Capital Securities.
Upon the occurrence of an Enforcement Event (as defined in the Conditions), any holder of the Capital Securities may give written notice to the Issuer at the specified office of the Fiscal Agent (as
defined in the Conditions), effective upon the date of receipt thereof by the Fiscal Agent, that such Capital Security is due and payable, whereupon the same shall, subject to Condition 10 (Write down
at the point of Non-Viability) and Condition 11.4 (Enforcement Events Restrictions) become forthwith due and payable at its Early Redemption Amount (as defined in the Conditions), without
presentation, demand, protest or other notice of any kind.
An investment in the Capital Securities involves certain risks. For a discussion of these risks, see "Risk Factors".
The Capital Securities may only be offered, sold or transferred in registered form in minimum principal amounts of U.S.$200,000 and integral multiples of U.S.$1,000 in excess thereof. Delivery of the
Capital Securities in book-entry form will be made on the Issue Date. The Capital Securities will be represented by interests in a global certificate in registered form (the "Global Certificate") deposited
on or about the Issue Date with, and registered in the name of a nominee for, a common depositary (the "Common Depositary") for Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking
S.A. ("Clearstream, Luxembourg"). Interests in the Global Certificate will be shown on, and transfers thereof will be effected only through, records maintained by Euroclear and Clearstream,
Luxembourg. Individual Certificates (as defined in the Conditions) evidencing holdings of interests in the Capital Securities will be issued in exchange for interests in the Global Certificate only in
certain limited circumstances described herein.
This Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF"), in its capacity as competent authority under the Luxembourg Act dated 10 July 2005 on
prospectuses for securities (the "Luxembourg Law") and Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"), as a prospectus. By approving this Prospectus, the CSSF
assumes no responsibility as to the economic and financial soundness of the Capital Securities or in respect of the quality or solvency of the Issuer pursuant to Article 7(7) of the Luxembourg Law.
Application has also been made to the Luxembourg Stock Exchange for the Capital Securities to be admitted to trading on the Luxembourg Stock Exchange's regulated market (the "Luxembourg
Regulated Market") and to be listed on the official list (the "Luxembourg Official List"). This Prospectus has been approved by the Dubai Financial Services Authority (the "DFSA") under Rule 2.6
of the DFSA's Markets Rules (the "Markets Rules") and is therefore an approved prospectus for the purposes of Article 14 of the DIFC Law No. 1 of 2012 (the "Markets Law"). Application has also
been made to the DFSA for the Capital Securities to be admitted to the official list of securities maintained by the DFSA (the "DFSA Official List") and to Nasdaq Dubai for such Capital Securities to
be admitted to trading on Nasdaq Dubai.
References in this Prospectus to Capital Securities being "listed" (and all related references) shall mean that such Capital Securities have been (a) admitted to listing on the Luxembourg Official List and
the DFSA Official List and (b) admitted to trading on the Luxembourg Regulated Market (which is a regulated market for the purposes of Directive 2014/65/EU, as amended ("MiFID II")) and on
Nasdaq Dubai.
This Prospectus relates to an Exempt Offer in accordance with the Markets Rules of the DFSA. This Prospectus is intended for distribution only to persons of a type specified in the Markets Rules. It
must not be delivered to, or relied on by, any other person. The DFSA does not accept any responsibility for the content of the information included in this Prospectus, including the accuracy or
completeness of such information. The liability for the content of this Prospectus lies with the Issuer. The DFSA has also not assessed the suitability of the Capital Securities to which this Prospectus
relates to any particular investor or type of investor. If you do not understand the contents of this Prospectus or are unsure whether the Capital Securities to which this Prospectus relates are suitable for
your individual investment objectives and circumstances, you should consult an authorised financial adviser.
Amounts payable under the Capital Securities, following the First Call Date, will be calculated by reference to rates for U.S. Treasury securities which are published by the U.S. Federal Reserve System.
As of the date of this Prospectus, the U.S. Department of Treasury does not appear on the register of administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). As far as the Issuer is aware, the U.S. Department of Treasury does not fall within the scope
of the Benchmarks Regulation by virtue of article 2 of the Benchmarks Regulation.
The Issuer has been assigned long-term credit ratings of A+ (stable outlook) and A3 (stable outlook) by Fitch Ratings Limited ("Fitch") and Moody's Investors Service Cyprus Ltd ("Moody's"),
respectively. The Issuer has been assigned short-term credit ratings of F1 and P-2 by Fitch and Moody's, respectively. As at the date of this Prospectus, the Capital Securities are not rated. Each of Fitch
and Moody's is established in the European Union and is registered under Regulation (EC) No. 1060/2009, as amended (the "CRA Regulation"). As such each of Fitch and Moody's is included in the
list of credit rating agencies published by ESMA on its website (at https://www.esma.europa.eu/supervision/credit-rating-agencies/risk) in accordance with the CRA Regulation.
A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
The Capital Securities have not been, nor will be, registered under the United States Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or
other jurisdiction of the United States and may not be offered, sold or delivered 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 ("Regulation S")) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the
Capital Securities may be offered or sold solely to persons who are not U.S. Persons outside the United States in reliance on Regulation S. Each purchaser of the Capital Securities is hereby notified that
the offer and sale of Capital Securities to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Regulation S.
Structuring Agents
HSBC
Standard Chartered Bank
Joint Lead Managers
BNP PARIBAS
Emirates NBD Capital
First Abu Dhabi Bank
HSBC
Nomura
Standard Chartered Bank
The date of this Prospectus is 18 March 2019
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IMPORTANT NOTICE
This Prospectus complies with the requirements in Part 2 of the Markets Law and Chapter 2 of the Markets
Rules and comprises a prospectus for the purposes of Article 5.3 of the Prospectus Directive, and for the
purpose of giving information with regard to the Issuer and its subsidiaries (each a "Subsidiary") taken as
a whole (together, the "Group") and the Capital Securities which, according to the particular nature of the
Issuer and the Capital Securities, is necessary to enable investors to make an informed assessment of the
assets and liabilities, financial position, profit and losses and prospects of the Issuer.
The Issuer accepts responsibility for the information contained in this Prospectus. To the best of the
knowledge of the Issuer (having taken all reasonable care to ensure that such is the case), the information
contained in this Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
Certain information contained in "Risk Factors", "Description of the Issuer ENBD's Competition",
"Overview of the UAE and the Emirate of Dubai" and "The United Arab Emirates Banking and Financial
Services System" (as indicated therein) has been extracted from independent, third party sources. The Issuer
confirms that all third party information contained in this Prospectus has been accurately reproduced and
that, as far as it is aware and is able to ascertain from information published by the relevant third party
sources, no facts have been omitted which would render the reproduced information inaccurate or
misleading. The source of third party information contained in this Prospectus is stated where such
information appears in the Prospectus.
The accuracy or completeness of the information contained or incorporated by reference in this Prospectus
has not been independently verified by the Joint Lead Managers or any of their respective directors, officers,
affiliates, advisers or agents. Accordingly, no representation, warranty or undertaking, express or implied,
is made and no responsibility or liability is accepted by the Joint Lead Managers or any of their respective
directors, officers, affiliates, advisers or agents (i) as to the accuracy or completeness of the information
contained or incorporated in this Prospectus or any other information provided by the Issuer in connection
with the Capital Securities or their distribution or (ii) for any acts or omissions of the Issuer or any other
person in connection with the Prospectus or the issue and offering of the Capital Securities. To the fullest
extent permitted by law, the Joint Lead Managers do not accept any liability in relation to the information
contained or incorporated by reference in this Prospectus or any other information provided by the Issuer
in connection with the Capital Securities or their distribution.
No person is or has been authorised by the Issuer or the Joint Lead Managers to give any information or to
make any representation not contained in or not consistent with this Prospectus or any other information
supplied in connection with the issuance of the Capital Securities and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer or any of the Joint Lead
Managers.
Neither this Prospectus nor any other information supplied in connection with the issuance of the Capital
Securities: (a) is intended to provide the basis of any credit or other evaluation; or (b) should be considered
as a recommendation by the Issuer or any of the Joint Lead Managers that any recipient of this Prospectus
or any other information supplied in connection with the issuance of the Capital Securities should purchase
any Capital Securities. Each investor contemplating purchasing any Capital Securities should make its own
independent investigation of the financial condition and affairs, and its own appraisal of the
creditworthiness, of the Issuer. Neither this Prospectus nor any other information supplied in connection
with the issuance of the Capital Securities constitutes an offer or invitation by or on behalf of the Issuer or
any of the Joint Lead Managers to any person to subscribe for or to purchase any Capital Securities.
Neither the delivery of this Prospectus nor the offering, sale or delivery of any Capital Securities shall in
any circumstances imply that the information contained herein concerning the Issuer is correct at any time
subsequent to the date hereof or that any other information supplied in connection with the issuance of the
Capital Securities is correct as of any time subsequent to the date indicated in the document containing the
same. The Joint Lead Managers expressly do not undertake to review the financial condition or affairs of
the Issuer during the life of the issuance or to advise any investor in the Capital Securities of any information
coming to their attention.
Investors should review, inter alia, the information contained or incorporated by reference in this
Prospectus when deciding whether or not to purchase any Capital Securities.
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The Capital Securities have not been, nor will be, registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or
delivered within the United States or to, or for the account or benefit of, U.S. Persons except pursuant to an
exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable state securities laws. Accordingly, the Capital Securities may be offered or sold solely to persons
who are not U.S. Persons outside the United States in reliance on Regulation S.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy any Capital Securities
in any jurisdiction to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction.
The distribution of this Prospectus and the offer or sale of Capital Securities may be restricted by law in
certain jurisdictions. The Issuer and the Joint Lead Managers do not represent that this Prospectus may be
lawfully distributed, or that any Capital Securities may be lawfully offered, in compliance with any
applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available
thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no
action has been taken by the Issuer or the Joint Lead Managers which is intended to permit a public offering
of any Capital Securities or distribution of this Prospectus in any jurisdiction where action for that purpose
is required. Accordingly, no Capital Securities may be offered or sold, directly or indirectly, and neither
this Prospectus nor any advertisement or other offering material may be distributed or published in any
jurisdiction, except under circumstances that will result in compliance with any applicable laws and
regulations. Persons into whose possession this Prospectus or any Capital Securities may come must inform
themselves about, and observe, any such restrictions on the distribution of this Prospectus and the offering
and sale of any Capital Securities. In particular, there are restrictions on the distribution of this Prospectus
and the offer or sale of any Capital Securities in the United States, the United Kingdom, the European
Economic Area (the "EEA"), the Kingdom of Bahrain, the State of Qatar (including the Qatar International
Financial Centre), the Kingdom of Saudi Arabia, the Dubai International Financial Centre, the UAE
(excluding the Dubai International Financial Centre), Hong Kong, Japan and Singapore (see "Subscription
and Sale").
The Capital Securities may not be a suitable investment for all investors. Each potential investor in
the Capital Securities must determine the suitability of that investment in light of its own
circumstances, and is advised to consult its own tax advisers, legal advisers and business advisers as
to tax, legal, business and related matters (as applicable) concerning the purchase of any Capital
Securities.
In particular, each potential investor may wish to consider, either on its own or with the help of its financial
and other professional advisers, whether it:
(a)
has sufficient knowledge and experience to make a meaningful evaluation of the Capital Securities,
the merits and risks of investing in the Capital Securities and the information contained or
incorporated by reference in this Prospectus or any applicable supplement;
(b)
has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Capital Securities and the impact the Capital
Securities will have on its overall investment portfolio;
(c)
has sufficient financial resources and liquidity to bear all of the risks of an investment in the Capital
Securities, including where the currency for payments of principal or interest is different from the
potential investor's currency;
(d)
understands thoroughly the terms of the Capital Securities and is familiar with the behaviour of
any relevant indices and financial markets; and
(e)
is able to evaluate possible scenarios for economic, interest rate and other factors that may affect
its investment and its ability to bear the applicable risks.
The Capital Securities are complex financial instruments. Sophisticated institutional investors generally do
not purchase complex financial instruments as stand-alone 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 Capital Securities unless it has
the expertise (either alone or with a financial adviser) to evaluate how the Capital Securities will perform
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under changing conditions, the resulting effects on the value of the Capital Securities and the impact this
investment will have on the potential investor's overall investment portfolio.
Legal investment considerations may restrict certain investments. The investment activities of certain
investors are subject to legal investment laws and regulations, or review or regulation by certain authorities.
Each potential investor should consult its legal advisers to determine whether and to what extent: (a) the
Capital Securities are legal investments for it; (b) the Capital Securities can be used as collateral for various
types of borrowing; and (c) other restrictions apply to its purchase or pledge of any Capital Securities.
Financial institutions should consult their legal advisers or the appropriate regulators to determine the
appropriate treatment of Capital Securities under any applicable risk-based capital or similar rules.
FORWARD-LOOKING STATEMENTS
This Prospectus includes forward-looking statements. All statements other than statements of historical
facts included in this Prospectus including, without limitation, any statements regarding the financial
position of the Issuer, or the business strategy, management plans and objectives for future operations of
the Issuer, may constitute forward-looking statements. Forward-looking statements generally can be
identified by the use of forward-looking terminology, such as "may", "will", "expect", "intend", "estimate",
"anticipate", "believe", "continue" or similar terminology. Although the Issuer believes that the
expectations reflected in their forward-looking statements are reasonable at this time, there can be no
assurance that these expectations will prove to be correct. Forward-looking statements involve known and
unknown risks, uncertainties and other factors, which may cause the Issuer's actual results, performance or
achievements, or industry results, to be materially different from any expressed or implied by forward-
looking statements. Forward-looking statements may be based on numerous assumptions regarding the
Issuer's present, and future, business strategies and the environment in which the Issuer expects to operate
in the future. Important factors that could cause the Issuer's actual results, performance or achievements to
differ materially from any in the forward-looking statements are discussed in this Prospectus (see "Risk
Factors"). Forward-looking statements speak only as at the date of this Prospectus and, subject as required
by applicable law or regulation, the Issuer expressly disclaims any obligation or undertaking to publicly
update or revise any forward-looking statements in this Prospectus to reflect any change in the expectations
of the Issuer or any change in events, conditions or circumstances on which any forward-looking statements
are based. Given the uncertainties of forward-looking statements, the Issuer cannot assure potential
investors that any projected results or events will be achieved and the Issuer cautions potential investors
not to place undue reliance on these statements.
MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY
TARGET MARKET
Solely for the purposes of each manufacturer's product approval process, the target market assessment in
respect of the Capital Securities has led to the conclusion that: (i) the target market for the Capital Securities
is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels
for distribution of the Capital Securities to eligible counterparties and professional clients are appropriate.
Any person subsequently offering, selling or recommending the Capital Securities (a "distributor") should
take into consideration the manufacturers' target market assessment; however, a distributor subject to
MiFID II is responsible for undertaking its own target market assessment in respect of the Capital Securities
(by either adopting or refining the manufacturers' target market assessment) and determining appropriate
distribution channels.
PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Capital 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. 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; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded),
where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Capital Securities or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Capital
Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
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SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
Solely for the purposes of its obligations pursuant to Section 309B(1)(a) and Section 309B(1)(c) of the
Securities and Futures Act, Chapter 289 of Singapore, as amended or modified from time to time (the
"SFA"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309(A)
of the SFA), that the Capital Securities are prescribed capital markets products (as defined in the Securities
and Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined
in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice
on Recommendations on Investment Products).
STABILISATION
In connection with the issue of the Capital Securities, HSBC Bank plc (the "Stabilisation Manager") (or
persons acting on behalf of the Stabilisation Manager) may over-allot Capital Securities or effect
transactions with a view to supporting the market price of the Capital Securities at a level higher than that
which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action
may begin on or after the date on which adequate public disclosure of the terms of the offer of the Capital
Securities is made and, if begun, may cease at any time, but it must end no later than the earlier of thirty
(30) days after the issue date of the Capital Securities and sixty (60) days after the date of the allotment of
the Capital Securities. Any stabilisation action or over-allotment must be conducted by the Stabilisation
Manager (or persons acting on behalf of any Stabilisation Manager) in accordance with all applicable laws
and rules.
NOTICE TO THE RESIDENTS OF THE KINGDOM OF SAUDI ARABIA
This document may not be distributed in the Kingdom except to such persons as are permitted under the
Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.
The Capital Market Authority does not make any representation as to the accuracy or completeness of this
document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance
upon, any part of this document. Prospective purchasers of the securities offered hereby should conduct
their own due diligence on the accuracy of the information relating to the securities. If you do not understand
the contents of this document, you should consult an authorised financial advisor.
NOTICE TO THE RESIDENTS OF THE KINGDOM OF BAHRAIN
In relation to investors in the Kingdom of Bahrain, Capital Securities issued in connection with this
Prospectus and related offering documents may only be offered in registered form to existing
accountholders and accredited investors as defined by the Central Bank of Bahrain (the "CBB") in the
Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$100,000 or any
equivalent amount in another currency or such other amount as the CBB may determine.
This Prospectus does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article (81)
of the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Prospectus and
related offering documents have not been and will not be registered as a prospectus with the CBB.
Accordingly, no securities may be offered, sold or made the subject of an invitation for subscription or
purchase nor will this Prospectus or any other related document or material be used in connection with any
offer, sale or invitation to subscribe or purchase securities, whether directly or indirectly, to persons in the
Kingdom of Bahrain, other than to accredited investors for an offer outside the Kingdom of Bahrain.
The CBB has not reviewed, approved or registered this Prospectus or related offering documents and it has
not in any way considered the merits of the Capital Securities to be offered for investment, whether in or
outside the Kingdom of Bahrain. Therefore the CBB assumes no responsibility for the accuracy and
completeness of the statements and information contained in this Prospectus and expressly disclaims any
liability whatsoever for any loss howsoever arising from reliance upon the whole or any part of the contents
of this Prospectus. No offer of the Capital Securities will be made to the public in the Kingdom of Bahrain
and this Prospectus must be read by the addressee only and must not be issued, passed to, or made available
to the public generally.
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NOTICE TO RESIDENTS OF THE STATE OF QATAR
The Capital Securities will not be offered or sold at any time, directly or indirectly, in Qatar (including the
Qatar Financial Centre) in a manner that would constitute a public offering. This Prospectus has not been
and will not be reviewed or approved by, or registered with, the Qatar Financial Markets Authority, the
Qatar Central Bank, the Qatar Stock Exchange or the Qatar Financial Centre Regulatory Authority in
accordance with their regulations or any other regulations in Qatar. The Capital Securities are not and will
not be traded on the Qatar Stock Exchange. The Capital Securities and interests therein will not be offered
to investors domiciled or resident in Qatar and do not constitute debt financing in Qatar under the
Commercial Companies Law No. (11) of 2015 or otherwise under the laws of Qatar.
PRESENTATION OF FINANCIAL INFORMATION
Certain figures and percentages included in this Prospectus have been subject to rounding adjustments.
Accordingly, figures shown in the same category presented in different tables may vary slightly and figures
shown as totals in certain tables may not be an arithmetic aggregation of the figures which precede them.
All references in this document to "U.S. dollars", "U.S.$" and "$" refer to United States dollars, to
"dirham" and "AED" refer to UAE dirham and to "euro" and "" refer to the currency introduced at the
start of the third stage of European economic and monetary union pursuant to the Treaty on the Functioning
of the European Union, as amended. The exchange rate between the AED and the United States dollar has
been fixed since 22 November 1980 at U.S.$1.00 = AED 3.6725. Such translation should not be construed
as representing that United Arab Emirates dirham amounts have been or could have been converted into
United States dollars at this or any other rate of exchange. All references to "UAE" are to the United Arab
Emirates.
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Summary of Alternative Performance Measures
The list below presents "Alternative Performance Measures" as defined in the ESMA Guidelines ("ESMA Guidelines") on Alternative Performance Measures. These financial
measures presented by ENBD in this Prospectus provide useful supplementary information to both investors and ENBD's management, as they facilitate the evaluation of
company performance and should be read in conjunction with ENBD's financial statements incorporated by reference into this Prospectus. The basis of calculating these
performance measures along with the rationale for including them is explained below but it is to be noted that, since not all companies calculate financial measurements in the
same manner, these are not always comparable to measurements used by other companies:
2018 Year End Financial
FS page
Metric
Calculation
Rationale for inclusion
Statements ("FS") line item
number
Cost to income ratio
Calculated as general and administrative expenses divided by total
Also called efficiency ratio; it is used to assess the amount
General and administrative
8
operating income
spent to earn income expressed as a percentage. It compares
expenses
cost with income
Total operating income
8
Impairment coverage ratio
Allowances for impairment divided by total of impaired loans and
This measures the sufficiency of provisions set aside to
Allowances for impairment
52 and 54
receivables and impaired Islamic financing receivables
cover impaired loans and receivables and impaired Islamic
finance receivables. This is a widely used measure to assess
Impaired loans and receivables
52
the asset quality of banks
Impaired Islamic financing
54
receivables
Loans to deposit ratio
Calculated as the sum of loans and receivables and Islamic financing
This is a measure of a bank's ability to fund its loan book
Loans and receivables
7
receivables divided by the sum of customer deposits and Islamic
through its deposit base. A ratio of 100 per cent. or less
customer deposits
shows that a bank is funding all its loans from deposits rather
Customer deposits
7
than relying on wholesale funding
Islamic financing receivables
7
Islamic customer deposits
7
Net interest margin
Calculated as yield minus cost of funds. Yield is calculated as
This measures the spread a bank makes on its lending
Interest and similar income
8
interest and similar income divided by the daily average of interest
activities. This is a critical success factor for banks as this
bearing assets. Cost of funds is calculated as interest and similar
will have a significant impact on a bank's profitability
Interest and similar expense
8
expense divided by the daily average of interest bearing liabilities
Net loan growth
This is the percentage increase in the sum of loans and receivables
This is a measure of a bank's ability to grow its loan book
Loans and receivables
7
and Islamic financing receivables over the period
Islamic financing receivables
7
Non-performing/impaired
Calculated as impaired loans divided by gross loans (where gross
This measures bad loans as a percentage of total loans. This
Impaired loans
107
loan ratio
loans is calculated as the sum of the total gross loans and receivables
is a widely used measure to assess the asset quality of banks
to customers and total gross Islamic financing receivables)
Gross loans
107 and
108
233750-4-18367-v3.0
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75-40705390

CONTENTS

Page
RISK FACTORS .......................................................................................................................................... 1
OVERVIEW OF THE ISSUANCE ........................................................................................................... 19
DOCUMENTS INCORPORATED BY REFERENCE ............................................................................. 24
TERMS AND CONDITIONS OF THE CAPITAL SECURITIES ............................................................ 25
USE OF PROCEEDS ................................................................................................................................. 47
DESCRIPTION OF THE ISSUER............................................................................................................. 48
MANAGEMENT OF THE ISSUER .......................................................................................................... 76
OVERVIEW OF THE UAE AND THE EMIRATE OF DUBAI .............................................................. 82
THE UAE BANKING AND FINANCIAL SERVICES SYSTEM ........................................................... 91
TAXATION ............................................................................................................................................. 101
SUBSCRIPTION AND SALE ................................................................................................................. 103
GENERAL INFORMATION .................................................................................................................. 107

233750-4-18367-v3.0

75-40705390

RISK FACTORS
The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Capital
Securities. All of these factors are contingencies which may or may not occur and the Issuer is not in a
position to express a view on the likelihood of any such contingency occurring.
In addition, factors which are material for the purpose of assessing the market risks associated with the
Capital Securities are also described below.
If any of the risks described below actually materialise, the Issuer's and/or the Group's business, results of
operations, financial condition or prospects could be materially and adversely affected. If that were to
occur, the trading price of the Capital Securities could decline and investors could lose all or part of their
investment.
The Issuer believes that the factors described below represent all the material risks inherent in investing in
the Capital Securities, but the inability of the Issuer to pay interest, principal or other amounts on or in
connection with any Capital Securities may occur for other reasons which may not be considered
significant risks by the Issuer based on information currently available to it or which it may not currently
be able to anticipate. Prospective investors should also read the detailed information set out elsewhere in
this Prospectus and reach their own views prior to making any investment decision.
Words and expressions defined in "Terms and Conditions of the Capital Securities" shall have the same
meanings in this section.
Factors that may affect ENBD's ability to fulfil its obligations under or in connection with the Capital
Securities
Risks relating to the business of ENBD
In the course of its business activities, ENBD is exposed to a variety of risks, the most significant of which
are market risks, liquidity risks, credit risks and operational risks. Difficult macro-economic and financial
market conditions have affected and could continue to materially adversely affect ENBD's business.
Market risks
ENBD is exposed to diverse financial instruments including fixed income products, foreign currencies,
equities and commodities and deals in both physical as well as cash and derivative instruments. Market risk
is the risk that the value of financial instruments in the Group's inventories (with the inclusion of some
other financial assets and liabilities) will produce a loss because of changes in future market conditions.
ENBD, in common with other financial institutions, is susceptible to changes in the macroeconomic
environment and the performance of financial markets generally. Dubai enjoys a relatively diverse
economy, and the three biggest sectors are trading, transport and storage and financial services and
insurance (comprising 24.8 per cent., 11.9 per cent. and 11.8 per cent., respectively, of Dubai's GDP at
constant prices in the first quarter of 2017 (according to preliminary estimates by the Dubai Statistics
Centre)). However any significant impact on international oil prices may have a negative impact on regional
spending and liquidity, and consequently, is likely to affect Dubai's economy indirectly through its impact
on the trade, construction, real estate, tourism and banking sectors in particular, given the openness of the
economy which has no capital or exchange controls.
As at the date of this Prospectus, the global macroeconomic climate remains volatile. Investor confidence
in international debt and equity markets (and, in turn, the performance of those markets) could be adversely
impacted by recent political events. In particular, the United Kingdom's "leave" vote in the June 2016
referendum on its membership of the European Union ("EU") and the election of Donald J. Trump as
President of the United States has resulted in periods of significant under and (as applicable) over
performance in financial markets including, for example, the strong performance of U.S. equities in the
period since the Trump administration came into office. Additionally, the impact of "Brexit" on the general
political and macro-economic conditions in the United Kingdom and across the EU is expected to continue
to be significant, for instance until the precise terms of a United Kingdom exit from the EU become clearer.
Movements in global interest rates have also continued to be unpredictable. The decision of the U.S. Federal
Reserve to raise interest rates in December 2015 for the first time since 2006, and again in December 2016,
1

March 2017, June 2017, December 2017, March 2018, June 2018, September 2018 and December 2018
will likely further exacerbate the reduced liquidity environment and contribute to the prevailing mood of
economic uncertainty. Any slowdown in the global economic environment, together with any reduction in
Governmental spending and the likely impact on the level of economic activity in Dubai and the UAE, may
have an adverse effect on ENBD's credit risk profile.
At a regional level, and notwithstanding the partial increase in global crude oil prices through 2017 to 2018
(according to the OPEC Monthly Oil Market Report January 2019, the average price of the OPEC
Reference Basket was approximately U.S.$52.43 per barrel for the year ended 31 December 2017 and
U.S.$69.78 per barrel for the year ended 31 December 2018), the oil-producing economies of the Gulf Co-
operation Council ("GCC") states, including the UAE, have continued to be affected by budget deficits and
a decrease in fiscal revenues which can lead to lower public spending. Government fiscal deficits have
resulted in weakened net asset positions, larger external financing needs and/or continued lower
government spending. This has resulted in the downgrading, or placing on "creditwatch", of a number of
GCC sovereigns including, particularly, the Sultanate of Oman and the Kingdom of Bahrain.
In the UAE, the prevailing low oil price environment has stimulated a federal government led policy of
rationalisation of fiscal spending which, in turn, has led to an ongoing transformation within the UAE
economy. The federal government has scaled back capital transfers to government-related entities, cut
government investment, raised electricity and water tariffs and removed fuel subsidies. Further, with effect
from 1 January 2018, the federal government has introduced a value-added tax ("VAT") regime in the UAE
at a rate of 5 per cent.
These significant fiscal reforms have become an integral part of a broader federal government strategy
aimed at reducing fiscal expenditure generally and fiscal dependency on hydrocarbon related revenues.
When taken in totality with the ongoing oil price volatility, the diversion of significant fiscal revenues to
the Saudi Arabian led military intervention in the Republic of Yemen since 2015 and domestic job losses
in both the private and public sectors across the UAE (and particularly within Abu Dhabi), the impact on
the UAE economy since early 2015 has been, and is expected to continue to be, significant. This ongoing
transformative process in the domestic economy may have a material adverse effect on ENBD's loan
portfolio and its credit risk profile generally.
Further, and in response to the ongoing volatility through 2015 and 2016, certain regional oil producing
countries that have traditionally "pegged" their domestic currencies to the U.S. dollar have faced pressure
to remove these foreign exchange "pegs". During 2015, each of Kazakhstan and Azerbaijan chose to unwind
the U.S. dollar peg of their domestic currencies. While the likelihood of the GCC states pursuing a similar
course of action is unclear (the Central Bank of the UAE (the "UAE Central Bank") has, as recently as
June 2016, re-iterated its intention to retain the UAE dirham peg against the U.S. dollar), there remains a
risk that any such future de-pegging by the GCC states (in the event that the current challenging market
conditions or the volatility in global crude oil prices seen since mid-2014 persist for a prolonged period)
would pose a systemic risk to the regional banking systems by virtue of the inevitable de-valuation of any
such de-pegged currency against the U.S. dollar and the impact this would have on the open cross-currency
positions held by regional banks, including ENBD.
These volatile market conditions have resulted in reduced liquidity, widening of credit spreads and lack of
price transparency in credit and capital markets. For instance, economic growth in the UAE is estimated to
have slowed to 0.8 per cent. in 2017 from 3.0 per cent. in 2016 and 5.1 per cent. in 2015 and it is estimated
that economic growth in 2018 was 2.4 per cent. (source: Bloomberg and ENBD internal research (real
GDP%)). Non-oil growth in the UAE slowed as external demand softened and lower oil prices led to a
slowdown in government spending. The adverse market conditions have impacted investment markets both
globally and in the UAE, with increased volatility in interest rates and exchange rates. The decision of the
U.S. Federal Reserve to raise interest rates could adversely impact ENBD's net profit margins and
borrowing costs. The business, results of operations, financial condition and prospects of ENBD may be
materially adversely affected by a continuation of the general unfavourable economic conditions in the
other countries of the GCC and emerging markets generally as well as by United States, European and
international trading market conditions and/or related factors.
Whilst ENBD believes that it has implemented the appropriate policies, systems and processes to minimise
these risks (please see "Description of the Issuer Risk Management"), investors should note that a
worsening of current financial market conditions could lead to further decreases in investor and consumer
confidence, further market volatility, further economic disruption and, as a result, could have an adverse
2

Document Outline

#1">An investment in the Capital Securities involves certain risks. For a discussion of these risks, see "Risk Factors".
#1">A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.
#2">IMPORTANT NOTICE
#3">The Capital Securities may not be a suitable investment for all investors. Each potential investor in the Capital Securities must determine the suitability of that investment in light of its own circumstances, and is advised to consult its own tax ad...
#3">In particular, each potential investor may wish to consider, either on its own or with the help of its financial and other professional advisers, whether it:
- #3">(a) has sufficient knowledge and experience to make a meaningful evaluation of the Capital Securities, the merits and risks of investing in the Capital Securities and the information contained or incorporated by reference in this Prospectus or any app...
- #3">(b) has access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Capital Securities and the impact the Capital Securities will have on its overall investment port...
- #3">(c) has sufficient financial resources and liquidity to bear all of the risks of an investment in the Capital Securities, including where the currency for payments of principal or interest is different from the potential investor's currency;
- #3">(d) understands thoroughly the terms of the Capital Securities and is familiar with the behaviour of any relevant indices and financial markets; and
- #3">(e) is able to evaluate possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks.
#4">MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET
#4">PRIIPS REGULATION / PROHIBITION OF SALES TO EEA RETAIL INVESTORS
#5">SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION
#5">STABILISATION
#5">NOTICE TO THE RESIDENTS OF THE KINGDOM OF SAUDI ARABIA
#5">This document may not be distributed in the Kingdom except to such persons as are permitted under the Rules on the Offer of Securities and Continuing Obligations issued by the Capital Market Authority.
#5">The Capital Market Authority does not make any representation as to the accuracy or completeness of this document, and expressly disclaims any liability whatsoever for any loss arising from, or incurred in reliance upon, any part of this document. Pr...
#5">NOTICE TO THE RESIDENTS OF THE KINGDOM OF BAHRAIN
#6">NOTICE TO RESIDENTS OF THE STATE OF QATAR
#6">PRESENTATION OF FINANCIAL INFORMATION
#9">RISK FACTORS
#9">Factors that may affect ENBD's ability to fulfil its obligations under or in connection with the Capital Securities
#9">Risks relating to the business of ENBD
#9">Market risks
#11">Liquidity risks
#11">Credit risks
#11">Operational risks
#12">Concentration risk
#12">Real estate exposure
#12">Changes in accounting policies
#12">Principal shareholder and governmental support
#13">Competition
#13">Foreign exchange movements may adversely affect the profitability of ENBD
#14">Majority of business in the UAE
#14">A negative change in the UAE's credit rating could limit ENBD's ability to raise funding and may increase its borrowing costs
#14">Importance of key personnel
#14">ENBD's business is dependent on its information and technology systems which are subject to potential cyber-attack
#15">Risk factors relating to the UAE and the Middle East
#15">Political, economic and related considerations
#16">Impact of regulatory changes
#16">The GCC may enter into a monetary union and potential removal of the peg to the U.S. dollar
#17">UAE bankruptcy law
#17">Enforcing foreign arbitration awards and foreign judgments in Dubai
#18">Claims for specific enforcement
#18">Sovereign immunity
#18">Factors which are material for the purpose of assessing the risks associated with the Capital Securities
#18">The Capital Securities are subordinated, conditional and unsecured obligations of the Issuer
#18">Prospective investors should also note that the payment obligations of the Issuer under the Conditions are conditional upon the following (together, the "Solvency Conditions"):
- #18">(a) the Issuer being Solvent at all times from (and including) the first day of the relevant Interest Period (or the Issue Date in the case of the first Interest Period) to (and including) the time of payment of the relevant Obligations;
- #19">(b) the Issuer being capable of making payment of the relevant Obligations and any other payment required to be made on the relevant date to a creditor in respect of all Senior Obligations and all Pari Passu Obligations and still be Solvent immediatel...
- #19">(c) the total share capital (including, without limitation, retained earnings) of the Issuer being greater than zero at all times from (and including) the first day of the relevant Interest Period (or the Issue Date in the case of the first Interest P...
#19">No limitation on issuing senior securities
#19">Payments of Interest Payment Amounts are conditional upon certain events and may be cancelled and are non-cumulative
- #19">(a) the Interest Payment Amount payable, when aggregated with any distributions or amounts payable by the Issuer on any Pari Passu Obligations having the same date in respect of payment of such distributions or amounts as, or otherwise due and payable...
- #19">(b) the Issuer is, on that Interest Payment Date, in breach of the Applicable Regulatory Capital Requirements (including any payment restrictions due to breach of capital buffers imposed on the Issuer by the Regulator, as appropriate) or payment of th...
- #19">(c) the Regulator having notified the Issuer that the Interest Payment Amount due on that Interest Payment Date should not be paid for any reason the Regulator may deem necessary;
- #19">(d) the Solvency Conditions are not satisfied (or would no longer be satisfied if the relevant Interest Payment Amount was paid); or
- #20">(e) the Issuer, in its sole discretion, has elected that Interest Payment Amounts shall not be paid to holders of the Capital Securities on such Interest Payment Date (other than in respect of any amounts due on any date on which the Capital Securitie...
#20">Perpetual securities
#20">This means that the holders of the Capital Securities should be aware that they may be required to bear the financial risks of an investment in the Capital Securities and have no ability to cash in their investment, except:
- #20">(a) if the Issuer exercises its rights to redeem the Capital Securities in accordance with Condition 9 (Redemption and Variation);
- #20">(b) upon the occurrence of an Enforcement Event, to the extent possible under the limited remedies set out in Condition 11 (Enforcement Events); or
- #20">(c) by selling their Capital Securities.
#21">The right to receive repayment of the principal amount of the Capital Securities and the right for any further interest will be permanently written-down upon the occurrence of a Non-Viability Event
#21">The circumstances triggering a Write-down are unpredictable
#22">The Conditions contain limited Enforcement Events and remedies
#22">Resettable fixed rate instruments have a market risk
#22">Variation upon the occurrence of a Capital Event or a Tax Event
#23">The Capital Securities may be subject to early redemption; redemptions conditional
#23">Modification
#24">Trading in the clearing systems
#24">Change of law
#24">Reliance on Euroclear and Clearstream, Luxembourg procedures
#24">Credit ratings may not reflect all risks
#25">Taxation risks on payments
#25">Risks related to the market generally
#25">Absence of secondary market/limited liquidity
#25">Exchange rate risks and exchange controls
#26">Emerging markets
#27">OVERVIEW OF THE ISSUANCE
#32">DOCUMENTS INCORPORATED BY REFERENCE
#32">The following documents which have previously been published and have been filed with the CSSF and the DFSA shall be incorporated in, and form part of, this Prospectus:
- #32">(a) the audited consolidated financial statements of ENBD as at and for the year ended 31 December 2018, including:
  - #32">(i) consolidated statement of financial position (page 7);
  - #32">(ii) consolidated income statement (page 8);
  - #32">(iii) consolidated statement of comprehensive income (page 9);
  - #32">(iv) consolidated statement of cash flows (page 10);
  - #32">(v) consolidated statement of changes in equity (pages 11-12);
  - #32">(vi) notes to the consolidated financial statements (pages 13-125); and
  - #32">(vii) independent auditors' report (page 1-6); and
- #32">(b) the audited consolidated financial statements of ENBD as at and for the year ended 31 December 2017, including:
  - #32">(i) consolidated statement of financial position (page 9);
  - #32">(ii) consolidated income statement (page 10);
  - #32">(iii) consolidated statement of comprehensive income (page 11);
  - #32">(iv) consolidated statement of cash flows (page 12);
  - #32">(v) consolidated statement of changes in equity (pages 13-14);
  - #32">(vi) notes to the consolidated financial statements (pages 15-115); and
  - #32">(vii) independent auditors' report (pages 4-8).
#33">TERMS AND CONDITIONS OF THE CAPITAL SECURITIES
#33">Copies of the Agency Agreement and the Deed of Covenant are obtainable during normal business hours at the specified office of the Agents. The holders of the Capital Securities are deemed to have notice of, and are entitled to the benefit of, all the...
- #33">1. INTERPRETATION
  - #35">"Enforcement Event" means:
    - #35">(a) Non-payment: the Issuer fails to pay an amount in the nature of principal or interest due and payable by it pursuant to the Conditions and the failure continues for a period of seven Business Days in the case of principal and 14 days in the case o...
    - #35">(b) Insolvency: a final determination is made by a court or other official body that the Issuer is insolvent or bankrupt or unable to pay its debts; or
    - #35">(c) Winding-up: an administrator is appointed, an order is made by a court of competent jurisdiction or an effective resolution passed for the winding-up or dissolution or administration of the Issuer or the Issuer shall apply or petition for a windin...
    - #35">(d) Analogous Event: any event occurs which under the laws of the United Arab Emirates has an analogous effect to any of the events referred to in paragraph (b) or (c) above;
  - #36">"Non-Viability Event" means that the Regulator has notified the Issuer in writing that it has determined that the Issuer has, or will, become Non-Viable without:
    - #36">(a) a Write-down; or
    - #36">(b) a public injection of capital (or equivalent support);
  - #37">"Qualifying Tier 1 Instruments" means instruments (whether securities, trust certificates, interests in limited partnerships or otherwise) other than Ordinary Shares or Other Common Equity Tier 1 Instruments, issued directly or indirectly by the Issu...
    - #37">(a) will be eligible to constitute (or would, but for any applicable limitation on the amount of such capital, constitute) Additional Tier 1 Capital;
    - #37">(b) have terms and conditions not materially less favourable to a holder of the Capital Securities than the terms and conditions of the Capital Securities (as reasonably determined by the Issuer (provided that in making this determination the Issuer i...
    - #37">(c) continue to be direct or indirect obligations of the Issuer;
    - #37">(d) rank on a winding up at least pari passu with the Obligations;
    - #37">(e) have the same outstanding principal amount and interest payment dates as the Capital Securities and at least equal interest or distribution rate or rate of return as the Capital Securities;
    - #37">(f) (where the instruments are varied prior to the First Call Date) have a first call date no earlier than the First Call Date and otherwise have the same optional redemption dates as the Capital Securities (as originally issued); and
    - #37">(g) if, immediately prior to the variation of the terms of the Capital Securities in accordance with Condition 9.1(c) (Redemption and Variation … Redemption or Variation due to Taxation) or Condition 9.1(d) (Redemption and Variation … Redemption or Va...
  - #39">"Write-down" means:
    - #39">(a) the holders' rights under the Capital Securities shall automatically be deemed to be irrevocably, unconditionally and permanently written-down in a proportion corresponding to the relevant Write-down Amount;
    - #39">(b) in the case of the Write-down Amount corresponding to the full Prevailing Principal Amount of the Capital Securities, the Capital Securities shall be cancelled; and
    - #39">(c) all rights of any holder for payment of any amounts under or in respect of the Capital Securities (including, without limitation, any amounts arising as a result of, or due and payable upon the occurrence of, an Enforcement Event), in a proportion...
- #39">2. FORM, DENOMINATION AND TITLE
  - #39">2.1 Form and Denomination
  - #40">2.2 Title
- #40">3. TRANSFERS OF CAPITAL SECURITIES AND EXCHANGE FOR INDIVIDUAL CERTIFICATES
  - #40">3.1 Transfers of interests in the Global Certificate
  - #40">3.2 Transfer of Individual Certificates
  - #41">3.3 Costs of registration
  - #41">3.4 Exchange for Individual Certificates
  - #41">3.5 Closed Periods
  - #41">3.6 Other
- #41">4. STATUS AND SUBORDINATION
  - #41">4.1 Status of the Capital Securities
  - #41">4.2 Subordination of the Capital Securities
    - #41">(a) The payment obligations of the Issuer under the Capital Securities (the "Obligations") will: (i) constitute Additional Tier 1 Capital of the Issuer; (ii) constitute direct, unsecured, conditional (as described in Conditions 4.2(b) (Subordination o...
    - #41">(b) Notwithstanding any other provisions in these Conditions, to the extent that any of the Solvency Conditions are not satisfied at the relevant time or if a bankruptcy order in respect of the Issuer has been issued by a court in the United Arab Emir...
    - #42">(c) Subject to applicable law, each holder of the Capital Securities unconditionally and irrevocably waives any right of set-off, counterclaim, abatement or other similar remedy which it might otherwise have, under the laws of any jurisdiction, in res...
  - #42">4.3 Solvency Conditions
    - #42">(a) the Issuer being Solvent at all times from (and including) the first day of the relevant Interest Period (or the Issue Date in the case of the first Interest Period) to (and including) the time of payment of the relevant Obligations;
    - #42">(b) the Issuer being capable of making payment of the relevant Obligations and any other payment required to be made on the relevant date to a creditor in respect of all Senior Obligations and all Pari Passu Obligations and still be Solvent immediatel...
    - #42">(c) the total share capital (including, without limitation, retained earnings) of the Issuer being greater than zero at all times from (and including) the first day of the relevant Interest Period (or the Issue Date in the case of the first Interest P...
  - #42">4.4 Other Issues
- #42">5. INTEREST
  - #42">5.1 Initial Interest Rate and Interest Payment Dates
  - #43">5.2 Interest Rate following the Initial Period
  - #43">5.3 Determinations of Calculation Agent Binding
- #43">6. INTEREST CANCELLATION
  - #43">6.1 Non-Payment Event
    - #43">(a) the Interest Payment Amount payable, when aggregated with any distributions or amounts payable by the Issuer on any Pari Passu Obligations having the same date in respect of payment of such distributions or amounts as, or otherwise due and payable...
    - #43">(b) the Issuer is, on that Interest Payment Date, in breach of the Applicable Regulatory Capital Requirements (including any payment restrictions due to breach of capital buffers imposed on the Issuer by the Regulator, as appropriate) or payment of th...
    - #43">(c) the Regulator having notified the Issuer that the Interest Payment Amount due on that Interest Payment Date should not be paid for any reason the Regulator may deem necessary;
    - #43">(d) the Solvency Conditions are not satisfied (or would no longer be satisfied if the relevant Interest Payment Amount was paid); or
    - #43">(e) the Issuer, in its sole discretion, has elected that Interest Payment Amounts shall not be paid to holders of the Capital Securities on such Interest Payment Date (other than in respect of any amounts due on any date on which the Capital Securitie...
  - #44">6.2 Effect of Non-Payment Event
  - #44">6.3 Dividend and Redemption Restrictions
    - #44">(a) declare or pay any distribution or dividend or make any other payment on, and will procure that no distribution or dividend or other payment is made on, Ordinary Shares (other than to the extent that any such distribution, dividend or other paymen...
    - #44">(b) declare or pay profit or any other distribution on any of its Other Common Equity Tier 1 Instruments or securities ranking, as to the right of payment of dividend, distributions or similar payments, pari passu with or junior to the Obligations (ex...
    - #44">(c) directly or indirectly redeem, purchase, cancel, reduce or otherwise acquire Ordinary Shares; or
    - #44">(d) directly or indirectly redeem, purchase, cancel, reduce or otherwise acquire Other Common Equity Tier 1 Instruments or any securities issued by the Issuer ranking, as to the right of repayment of capital, pari passu with or junior to the Obligatio...
- #44">7. PAYMENTS
  - #44">7.1 Payments in respect of Individual Certificates
  - #45">7.2 Payments in respect of the Global Certificate
  - #45">7.3 Payments Subject to Laws
  - #46">7.4 Payment Day
  - #46">7.5 Interpretation of principal and interest
    - #46">(a) the Early Redemption Amount of the Capital Securities;
    - #46">(b) the Capital Event Redemption Amount of the Capital Securities; and
    - #46">(c) the Tax Redemption Amount of the Capital Securities.
- #46">8. AGENTS
  - #46">(a) there will at all times be a Fiscal Agent and a Registrar; and
  - #46">(b) with effect from the First Call Date, and so long as any Capital Securities remain outstanding thereafter, there will be a Calculation Agent; and
  - #46">(c) so long as the Capital Securities are listed on any stock exchange or admitted to listing by any other relevant authority, there will at all times be a Paying Agent and a Transfer Agent with a specified office in such place as may be required by t...
  - #46">(d) there will at all times be a Paying Agent and a Transfer Agent with a specified office in Europe.
- #47">9. REDEMPTION AND VARIATION
  - #47">9.1 Redemption and Variation
    - #47">(a) No Fixed Redemption Date and Conditions for Redemption and Variation
      - #47">(i) the prior consent of the Regulator;
      - #47">(ii) the requirement that both at the time when the relevant notice of redemption or variation is given and immediately following such redemption or variation (as applicable), the Issuer is or will be (as the case may be) in compliance with the Applic...
      - #47">(iii) the Solvency Conditions being satisfied.
    - #47">(b) Issuer's Call Option
    - #47">(c) Redemption or Variation due to Taxation
      - #47">(i) Subject to Condition 9.1(a) (No Fixed Redemption Date and Conditions for Redemption and Variation), upon the occurrence of a Tax Event, the Issuer may (acting in its sole discretion), by giving not less than 10 nor more than 15 days' prior written...
      - #47">(ii) Redemption of the Capital Securities, or variation of the Conditions, in each case pursuant to this Condition 9.1(c) (Redemption or Variation due to Taxation) may occur on any date after the Issue Date (whether or not such date is an Interest Pay...
      - #48">(iii) At the same time as the publication of any notice of redemption or variation (as the case may be) pursuant to this Condition 9.1(c) (Redemption or Variation due to Taxation), the Issuer shall give to the Fiscal Agent: (A) a certificate signed by...
    - #48">(d) Redemption or Variation for Capital Event
      - #48">(i) Subject to Condition 9.1(a) (No Fixed Redemption Date and Conditions for Redemption and Variation), upon the occurrence of a Capital Event, the Issuer may (acting in its sole discretion), by giving not less than 10 nor more than 15 days' prior wri...
      - #48">(ii) Redemption of the Capital Securities, or variation of the Conditions, pursuant to this Condition 9.1(d) (Redemption or Variation for Capital Event) may occur on any date after the Issue Date (whether or not an Interest Payment Date).
      - #48">(iii) At the same time as the delivery of any notice of redemption or variation (as the case may be) pursuant to this Condition 9.1(d) (Redemption or Variation for Capital Event), the Issuer shall give to the Fiscal Agent a certificate signed by two A...
    - #48">(e) Taxes upon Variation
    - #49">(f) No redemption in the case of a Non-Viability Notice being delivered
  - #49">9.2 Purchase
  - #49">9.3 Cancellation
- #49">10. WRITE-DOWN AT THE POINT OF NON-VIABILITY
  - #49">10.1 Non-Viability Event
  - #49">10.2 Non-Viability Notice
- #49">11. ENFORCEMENT EVENTS
  - #49">11.1 Enforcement Event
  - #50">11.2 Dissolution Remedies
  - #50">11.3 Performance Obligations
- #50">Without prejudice to the other provisions of this Condition 11 (Enforcement Events), any holder of the Capital Securities may at its discretion institute such steps, actions or proceedings against the Issuer as it may think fit to enforce any term or ...
  - #50">11.4 Restrictions
- #50">12. TAXATION
  - #50">(a) presented for payment (where presentation is required) by or on behalf of a holder who is liable for such taxes or duties in respect of such Capital Security by reason of his having some connection with the Tax Jurisdiction other than the mere hol...
  - #50">(b) presented for payment (where presentation is required) more than 30 days after the Relevant Date (as defined below) except to the extent that the holder thereof would have been entitled to an Additional Amount on presenting the same for payment on...
  - #51">(c) presented for payment in a Tax Jurisdiction.
    - #51">(i) "Tax Jurisdiction" means the United Arab Emirates or Dubai or any political sub division or any authority thereof or therein having power to tax; and
    - #51">(ii) the "Relevant Date" means the date on which such payment first becomes due or (if any amount of the money payable is improperly withheld or refused) the date on which payment in full of the amount outstanding is made or (if earlier) the date seve...
- #51">13. PRESCRIPTION
- #51">14. REPLACEMENT OF INDIVIDUAL CERTIFICATES
- #51">15. NOTICES
- #52">16. MEETINGS OF HOLDERS OF THE CAPITAL SECURITIES AND MODIFICATION
  - #52">(a) any modification (except as mentioned above) of the Capital Securities, the Agency Agreement or the Deed of Covenant which is not prejudicial to the interests of the holders of the Capital Securities (as determined by the Issuer in its sole opinio...
  - #52">(b) any modification of the Capital Securities, the Agency Agreement or the Deed of Covenant which is of a formal, minor or technical nature or is made to correct a manifest or proven error or to comply with mandatory provisions of the law.
- #53">17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
- #53">18. GOVERNING LAW AND DISPUTE RESOLUTION
  - #53">18.1 Governing law
  - #53">18.2 Arbitration
    - #53">(a) the seat, or legal place of arbitration will be London, England;
    - #53">(b) the language of the arbitration shall be English;
    - #53">(c) there shall be three arbitrators, each of whom shall be disinterested in the arbitration and shall have no connection with any party thereto and shall be an attorney experienced in international securities transactions; and
    - #53">(d) the governing law of the arbitration shall be English.
  - #53">18.3 Option to Litigate
    - #53">(a) within 28 days of service of a Request for Arbitration (as defined in the Rules); or
    - #53">(b) in the event no arbitration is commenced,
    - #54">(c) the validity of any act done or order made by that arbitrator or by the court in support of that arbitration before his appointment is terminated;
    - #54">(d) his entitlement to be paid his proper fees and disbursements; and
    - #54">(e) the date when any claim or defence was raised for the purpose of applying any limitation bar or any similar rule or provision.
  - #54">18.4 Effect of Exercise of Option to Litigate
    - #54">(a) subject to paragraph (c) below, the courts of England shall have exclusive jurisdiction to settle any Dispute and the Issuer submits to the exclusive jurisdiction of such courts;
    - #54">(b) the Issuer agrees that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that it will not argue to the contrary; and
    - #54">(c) this Condition 18.4 (Effect of Exercise of Option to Litigate) is for the benefit of the holders of the Capital Securities only. As a result, and notwithstanding paragraph (a) above, any holder of the Capital Securities may take proceedings relati...
  - #54">18.5 Service of Process
  - #54">18.6 Waiver of Immunity
#55">USE OF PROCEEDS
#56">DESCRIPTION OF THE ISSUER
#56">Overview
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#57">General
#57">Ownership Structure
#57">Strategy
#57">ENBD remains committed to its vision of being globally recognised as the most valued financial services provider in the Middle East as demonstrated by its strong financial performance over the past year, increased recognition through numerous awards ...
- #57">1. delivering an excellent customer experience (with a digital focus);
- #57">2. driving core business;
- #57">3. running an efficient organisation;
- #57">4. driving international expansion; and
- #58">5. building a high performing organisation.
#58">In line with its strategy, ENBD continues to evaluate potential organic and inorganic opportunities in selected markets. In 2018, ENBD announced that it had entered into an agreement with Sberbank of Russia ("Sberbank") to acquire Sberbank's entire 9...
#59">Activities of ENBD
#59">For financial reporting purposes, ENBD divides its operations into the following business segments:
- #59">1. Corporate Banking represents structured financing, current and savings accounts, customer deposits, overdrafts, trade finance and term loans for government, corporate, commercial customers, investment banking and Islamic products through Al Watani ...
- #59">2. Consumer Banking represents retail loans and deposits, private banking and wealth management, equity broking services, asset management and consumer financing;
- #59">3. Treasury Activities comprises of managing the Group's portfolio of investments, funds management, and interbank treasury operations;
- #59">4. Islamic Banking activities represent the income and fees earned and expenses paid by the Islamic banking subsidiaries; and
- #59">5. Other Operations of the Group include Emirates NBD Egypt S.A.E. ("Emirates NBD Egypt"), Tanfeeth, property management, operations and support functions.
- #59">1. Wholesale Banking represents structured financing, current and savings accounts, customer deposits, overdrafts, trade finance and term loans for government, corporate, commercial customers, investment banking, treasury operations (including managin...
- #59">2. Retail Banking and Wealth Management represents retail loans and deposits, private banking and wealth management, equity broking services, asset management and consumer financing;
- #59">3. Islamic Banking activities represent the income and fees earned and expenses paid by the Islamic banking subsidiaries; and
- #59">4. Other Operations of the Group include Emirates NBD Egypt S.A.E. ("Emirates NBD Egypt"), Tanfeeth, property management, operations and support functions.
#59">Wholesale Banking
#60">Client Segments
#60">Corporate Banking
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#60">Financial Institutions Group
#61">Product Groups
#61">Transaction Banking
#61">Investment Banking
#61">Al Watani AI Islami (Islamic Banking window)
#61">Treasury Sales & Structuring
#61">Treasury Trading
#61">Global Funding & Principal Investments
#61">Assets & Liabilities Management ("ALM")
#61">Asset Composition of Conventional Loan Portfolio
#62">Asset Composition of Islamic Loan Portfolio
#62">Wholesale Banking Transformation Programme
#62">Retail Banking and Wealth Management
#62">Retail Banking
#63">Asset Composition of Conventional Retail Loan Portfolio
#63">Distribution Channels & Digitisation
#64">Brand and Social Media
#64">Wealth Management
#64">Private Banking
#64">Asset Management
#65">Brokerage
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#65">Islamic Banking
#66">Other Operations
#66">Overseas Operations
#66">Subsidiaries and Associates of ENBD
#66">Listed subsidiaries
#66">Emirates Islamic Bank PJSC
#67">Dubai Bank PJSC
#67">Listed associates
#67">National General Insurance Company PJSC
#67">Unlisted subsidiaries
#67">Emirates NBD Egypt S.A.E.
#67">Emirates NBD Asset Management Limited
#67">Emirates NBD Securities LLC
#68">Emirates NBD Capital Limited
#68">Tanfeeth LLC
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#68">Joint ventures
#68">Network International LLC
#69">ENBD's Competition
#69">Ranking by Total Assets
#69">Ranking by Net Profits
#69">Ranking by Equity
#69">Risk Management
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#70">Credit Risk
#73">Market Risk
#73">The Group utilises a variety of risk metrics to quantify and monitor market risk. The Group monitors and manages the following categories of market risk:
- #73">1. interest rate risk: losses in value due to changes in the level, slope and curvature of yield curves, the volatility of interest rates and changes in credit spreads;
- #73">2. FX risk: losses in value due to exposure to changes in spot prices, forward prices and volatilities of currency rates; and
- #73">3. commodity price risk: losses in value due to exposures to changes in spot prices, forward prices and volatilities of commodities such as petrochemicals, base and precious metals, and food stocks.
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#73">Market Risk Oversight and Management Process
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#74">Trading Book oversight by GMR
#74">GMR monitors the utilisation of market risk limits in the trading book of the Group on a daily basis through a multi-layered limit monitoring framework which uses independently sourced data and reports from the GM&T IT systems. Depending on the tradi...
- #74">1. Non-statistical metrics: Interest rate sensitivity (DV01/PV01), FX sensitivity (FX01), net open/net gross outstanding positions, maximum notional and tenor measures, derivatives' Greek sensitivities (delta, gamma, vega), and stop-loss limits; and
- #74">2. statistical metrics: VaR by asset classes, as well as a total for the whole trading book.
#74">Value-at-Risk
#74">Due to its statistical nature, VaR is most effective as a market risk metric when estimating losses in markets in which there are no sudden fundamental changes or shifts in market conditions. The Group is also aware of some of the inherent limitation...
- #74">1. VaR cannot estimate potential losses over longer holding periods where moves in market risk factors might become extreme;
- #74">2. VaR does not take into account the liquidity or illiquidity of different financial instruments and markets;
- #74">3. Past changes in market risk factors might not be accurately forecast future changes; and
- #74">4. Due to the inter-day nature of VaR, intra-day levels of market risk may vary from those reported at the end of a business day.
#75">Interest Rate Risk in the Banking Book
#75">Liquidity Risk
#75">Operational Risk
#76">Legal Risk
#76">Reputational Risk
#76">Impaired Loans
#77">Selected Ratios
#78">Legal and Internal Audit
#78">Industry Regulation and Supervision
#78">Internal Audit
#79">Capital Expenditure
#79">Capital Adequacy
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#79">Compliance Policies
#80">Group Sanctions Policy
#80">Group Conflicts of Interest Policy and Group Personal Account Dealing Policy
#81">Group Compliance Breaches Policy
#81">Group Foreign Account Tax Compliance Act ("FATCA") and Common Reporting Standards ("CRS") Policy
#81">Funding
#82">Information Technology
#83">Insurance
#83">Litigation
#83">Fiscal Year
#84">MANAGEMENT OF THE ISSUER
#84">Board of Directors
#85">Senior Management
#85">Shayne Nelson, Group Chief Executive Officer
#86">Abdulla Qassem, Group Chief Operating Officer
#86">Surya Subramanian, Group Chief Financial Officer
#86">Manoj Chawla, Group Chief Risk Officer
#86">Jonathan Morris, Senior Executive Vice President, Head of Wholesale Banking
#86">Hamad Khalaf Alhosani, Vice President, Company Secretary
#86">Suvo Sarkar, Senior Executive Vice President and Head of Retail Banking and Wealth Management
#87">Aazar Khwaja, Senior Executive Vice President, Head of Global Markets and Treasury
#87">Kevin Flannery, Senior Executive Vice President, International
#87">Husam Al Sayed, Group Chief Human Resource Officer, General Manager
#87">Committees
#87">Board Executive Committee
#87">Board Audit Committee
#88">Board Credit and Investment Committee
#88">Board Risk Committee
#88">Board Nomination and Remuneration Committee
#88">Executive Committee
#88">Assets and Liabilities Committee
#88">Management Credit Committee
#88">Management Investment Committee
#89">Employees
#89">Learning and Development
#89">Remuneration Policy
#89">Emiratisation
#89">Related Parties
#90">OVERVIEW OF THE UAE AND THE EMIRATE OF DUBAI
#90">History of the United Arab Emirates and the Emirate of Dubai
#90">The United Arab Emirates
#90">The Emirate of Dubai
#91">Population
#91">The population of the UAE
#91">According to the United Nations' mid-year estimates, the UAE had a population of approximately 9.5 million in 2018 (source: Statistical Yearbook 2018 edition, United Nations Department of Economic and Social Affairs, Statistics Division).
#91">Population of Dubai
#91">Governance, Legislation and Judiciary
#91">The UAE
#91">UAE Constitution
#92">Federal Supreme Council
#92">Federal Council of Ministers
#93">Federal National Council
#93">Legal and Court System
#93">Emirate of Dubai
#94">Strategy of Dubai
#94">Dubai Plan 2021
#94">International Relations
#96">Economy of the UAE
#96">Economy of Dubai
#97">Foreign Direct Investment and Free Zones
#97">The Government's Support of Strategic Government-Related Entities
#97">Expo 2020
#98">Dubai World Restructuring
#98">Refinancing of U.S.$20 Billion Debt
#99">THE UAE BANKING AND FINANCIAL SERVICES SYSTEM
#99">Monetary and Exchange Rate Policy
#99">Liquidity and Money Supply
#99">Foreign Reserves
#99">Banking and Financial Services
#100">Principal Banks in the UAE
#100">Supervision of Banks
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#101">Characteristics of the Banking System
#102">Recent Trends in Banking
#102">Capital Adequacy
#102">Liquidity
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#103">Liquidity risk framework:
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#105">Provisions for Loan Losses
#105">Large Exposures
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#106">Mortgage Cap Regulation and Consumer Loan Regulation
#106">Reserve Requirements
#106">Position of Depositors
#106">Credit Information Agency
#106">Establishment of a Credit Bureau in the UAE
#107">Federal Debt Management
#107">Insurance
#107">Capital Markets
#107">Dubai Financial Market
#107">Nasdaq Dubai
#109">TAXATION
#109">Dubai and the United Arab Emirates
#109">The Proposed Financial Transactions Tax ("FTT")
#110">Foreign Account Tax Compliance Act
#111">SUBSCRIPTION AND SALE
#111">United States
#111">United Kingdom
#111">Each Joint Lead Manager has represented and agreed that:
- #111">(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2...
- #111">(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any Capital Securities in, from or otherwise involving the United Kingdom.
- #111">(a) a retail client as defined in point (11) of Article 4(1) of MiFID II; or
- #111">(b) a customer within the meaning of Directive 2002/92/EC (as amended or superseded), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
#112">Kingdom of Bahrain
#112">For this purpose, an "accredited investor" means:
- #112">(a) an individual holding financial assets (either singly or jointly with a spouse) of U.S.$1,000,000 or more excluding that person's principal place of residence;
- #112">(b) a company, partnership, trust or other commercial undertaking which has financial assets available for investment of not less than U.S.$1,000,000; or
- #112">(c) a government, supranational organisation, central bank or other national monetary authority or a state organisation whose main activity is to invest in financial instruments (such as a state pension fund).
#112">State of Qatar (including the Qatar Financial Centre)
#112">Kingdom of Saudi Arabia
#112">Dubai International Financial Centre
#112">Each Joint Lead Manager has represented and agreed that it has not offered and will not offer the Capital Securities to any person in the Dubai International Financial Centre unless such offer is:
- #112">(a) an "Exempt Offer" in accordance with the Markets Rules (MKT) module of the Dubai Financial Services Authority (the "DFSA") rulebook; and
- #113">(b) made only to persons who meet the "Professional Client" criteria set out in Rule 2.3.3 of the DFSA Conduct of Business Module of the DFSA rulebook.
#113">United Arab Emirates (excluding Dubai International Financial Centre)
#113">Hong Kong
#113">Each Joint Lead Manager has represented and agreed that:
- #113">(a) it has not offered or sold and will not offer or sell in Hong Kong, by means of any document, any Capital Securities other than: (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO")...
- #113">(b) it has not issued or had in its possession for the purposes of issue, and will not issue or have in its possession for the purposes of issue (in each case whether in Hong Kong or elsewhere), any advertisement, invitation or document relating to th...
#113">Japan
#113">Singapore
#114">Where Capital Securities are subscribed or purchased under Section 275 of the SFA by a relevant person which is:
- #114">(a) a corporation (which is not an accredited investor (as defined in Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited in...
- #114">(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor,
  - #114">(i) to an institutional investor or to a relevant person, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA;
  - #114">(ii) where no consideration is or will be given for the transfer;
  - #114">(iii) where the transfer is by operation of law;
  - #114">(iv) as specified in Section 276(7) of the SFA; or
  - #114">(v) as specified in Regulation 37A of the Securities and Futures (Offers of Investments) (Securities and Securities-based Derivatives Contracts) Regulations 2018.
#114">General
#115">GENERAL INFORMATION
#115">Authorisation
#115">Approval of the Prospectus, Admission to Trading and Listing of Capital Securities
#115">Documents Available
#115">For as long as the Capital Securities are outstanding, copies of the following documents will, when published, be available for inspection from the registered office of the Issuer and from the specified offices of the Fiscal Agent for the time being ...
- #115">(a) the Memorandum and Articles of Association (with an English translation thereof) of the Issuer;
- #115">(b) the audited consolidated annual financial statements of the Issuer in respect of the financial years ended 31 December 2018 and 31 December 2017, in each case together with the audit reports prepared in connection therewith;
- #115">(c) the Agency Agreement (which contains the forms of the Global Certificate and the Individual Certificate) and the Deed of Covenant; and
- #115">(d) this Prospectus.
#115">Clearing Systems and Identification Codes
#115">Legal Entity Identifier ("LEI")
#115">Significant or Material Change
#115">Litigation
#116">Independent Auditors
#116">Joint Lead Managers transacting with the Issuer