Obbligazione Morgan Stanley Global PLC 0% ( XS1414142247 ) in EUR

Morgan Stanley Global PLC

100 EUR ⇌

Regno Unito

XS1414142247 ( in EUR )

0%

29/08/2046

Prospetto opuscolo dell'obbligazione Morgan Stanley International PLC XS1414142247 en EUR 0%, scadenza 29/08/2046

100 000 EUR

50 000 000 EUR

Morgan Stanley International PLC è una filiale del gruppo finanziario statunitense Morgan Stanley, operante principalmente in Europa ed offrendo una vasta gamma di servizi finanziari, inclusi investment banking, gestione patrimoniale e trading.

Il panorama dei mercati obbligazionari vede la presenza di un'emissione di debito notevole, identificata dal codice ISIN XS1414142247, emessa da Morgan Stanley International PLC. Quest'ultima, un'entità con sede nel Regno Unito, costituisce una componente chiave dell'ampia struttura del gruppo finanziario globale Morgan Stanley, rinomato a livello mondiale per la sua profonda expertise in servizi bancari d'investimento, gestione patrimoniale e transazioni sui mercati dei capitali. La solida reputazione e l'integrità operativa di Morgan Stanley International PLC ne fanno un emittente di rilievo nel contesto finanziario internazionale. L'obbligazione in questione, quotata al 100% del suo valore nominale sul mercato, è denominata in Euro (EUR) e si caratterizza per un tasso d'interesse dello 0%, configurandosi presumibilmente come un'obbligazione zero-coupon o uno strumento strutturato il cui rendimento deriva dalla differenza tra il prezzo di acquisto e il valore di rimborso a scadenza. Con una data di scadenza fissata al 29 agosto 2046, essa offre una prospettiva di investimento a lungo termine. L'ammontare totale dell'emissione è pari a 50.000.000 EUR, con un taglio minimo di acquisto di 100.000 EUR, rendendola particolarmente adatta a investitori con significative capacità di capitale. La frequenza di pagamento, indicata come '1', unitamente al tasso d'interesse nullo, implica generalmente il rimborso del capitale a scadenza quale unica erogazione da parte dell'emittente.

BASE PROSPECTUS FOR NOTES DATED 15 DECEMBER 2015
as issuer and guarantor
(incorporated under the laws of the State of Delaware in the United States of America)
MORGAN STANLEY & CO. INTERNATIONAL PLC
as issuer
(incorporated with limited liability in England and Wales)
MORGAN STANLEY B.V.
as issuer
(incorporated with limited liability in The Netherlands)
REGULATION S PROGRAM FOR THE ISSUANCE OF NOTES, SERIES A AND SERIES B,
WARRANTS AND CERTIFICATES
This Base Prospectus
This document is a base prospectus ("Base Prospectus") prepared for purposes of Article 5.4 of
Directive 2003/71/EC, as amended (the "Prospectus Directive") for the purpose of the offering of
Notes (as described below) from time to time. It should be read together with (i) any supplements to it
from time to time (available on the web-site of the Luxembourg Stock Exchange (www.bourse.lu)), (ii)
the information incorporated by reference into it (see "Incorporation by Reference" below) and (iii)
in relation to a Tranche of Notes, the Final Terms (described below) relating to that Tranche of Notes.
The Program
Morgan Stanley ("Morgan Stanley"), Morgan Stanley & Co. International plc ("MSI plc") and
Morgan Stanley B.V. ("MSBV") established the Regulation S Program for the Issuance of Notes,
Series A and B, Warrants and Certificates (the "Program"). Under the Program, Morgan Stanley, MSI
plc and MSBV may offer from time to time Series A Notes and Series B Notes (together, the "Notes
issued under the Program"), Warrants (the "Warrants") and Certificates (the "Certificates", and
together with the Notes issued under the Program and the Warrants, the "Program Securities"). Only
certain of the Notes issued under the Program are described in this base prospectus (the "Base
Prospectus"), being those (i) issued pursuant to the Issue and Paying Agency Agreement (as defined
under "General Description of the Notes" below), (ii) issued in dematerialised and uncertificated book-
entry form with a Nordic central securities depositary (as described under "General Description of the
Notes" below) or (iii) issued pursuant to the Euroclear Agreement (as defined under "General
Description of the Notes" below) (hereafter referred to collectively as the "Notes"). For the avoidance
of doubt, this Base Prospectus does not relate to or describe any Program Securities other than the
Notes.
The Notes
Under this Base Prospectus, securities in the form of Notes may be offered.
Conditions of the Notes
The terms and conditions applicable to a Tranche of Notes (the "Conditions") are the General Terms
and Conditions (set out in the section entitled "Part 1: General Terms and Conditions" below) and the
applicable provisions of the Additional Terms and Conditions (set out in the section entitled "Part 2:
Additional Terms and Conditions" below) as completed by the applicable Final Terms (described
below). Alternatively, a Tranche of Notes may be issued on the terms set forth in a separate prospectus
specific to such Tranche (a "Drawdown Prospectus") as described under "Final Terms and Drawdown
Prospectus" below.
i

Final Terms and Drawdown Prospectuses
A "final terms" document (the "Final Terms") or a "drawdown prospectus" document (the
"Drawdown Prospectus") will be prepared in respect of each Tranche of Notes. The Final Terms will
complete the General Terms and Conditions and specify the Additional Terms and Conditions, if any,
applicable in relation to such Notes. The Drawdown Prospectus will amend and/or replace the
Conditions in relation to the relevant Series in the manner as set forth in the Drawdown Prospectus and
will also set out or incorporate by reference the necessary information relating to the Issuer and if
applicable, the Guarantor. The Final Terms and the Drawdown Prospectus therefore contain vital
information in regard to the Notes. The Final Terms and the Drawdown Prospectus will be available on
the web-site of the Luxembourg Stock Exchange (www.bourse.lu).
The Issuers
The issuers (each an "Issuer") of Notes under this Base Prospectus from time to time may be any of
Morgan Stanley, MSI plc and MSBV. Information on each Issuer is included in this Base Prospectus,
including information incorporated by reference.
The Guarantor of MSBV Notes
Unless otherwise stated in the applicable Final Terms, the payment of all amounts due in respect of
Notes issued by MSBV ("MSBV Notes") are unconditionally and irrevocably guaranteed by Morgan
Stanley (the "Guarantor"). However, the payment of amounts due in respect of Notes issued by MSI
plc are not guaranteed by Morgan Stanley. In any event, all payments under the Notes are subject to
the credit risk of the Issuer and (if applicable) the Guarantor. Information on the Guarantor is included
in this Base Prospectus, including information incorporated by reference.
Status of the Notes
The Notes are unsecured and unsubordinated general obligations of the Issuer and not of any affiliate
of the Issuer. The Notes are not bank deposits and are not insured by the U.S. Federal Deposit
Insurance Corporation, the UK Financial Services Compensation Scheme or any other governmental
agency or deposit protection scheme anywhere, nor are they obligations of, or guaranteed by, a bank.
Relevant Underlyings
The return on the Notes may depend on the performance of one or more of any of the following types
of underlying reference assets (referred to as the "Relevant Underlyings" in the terms and conditions):
interest rates, swap rates, shares, equity indices, exchange traded funds, commodities or commodity
indices, inflation indices, other indices, currencies, funds and one or more preference shares issued by
an entity which is not Morgan Stanley, MSI plc or MSBV or any legal entity belonging to the same
group as Morgan Stanley, MSI plc or MSBV. The Relevant Underlying(s) (if any) in relation to any
Notes will be set out in the Final Terms or Drawdown Prospectuses applicable to such Notes.
Noteholders will have no beneficial interest in any Relevant Underlyings.
Risk Factors
Notes offered from time to time under this Base Prospectus may not provide for scheduled repayment
in full at maturity of the amount paid for them, and you could therefore lose some and up to all of your
investment, depending on the performance of the Relevant Underlying(s). Also, in any event, payments
under the Notes are subject to the credit risk of the Issuer (and, if applicable, the Guarantor). Investing
in the Notes involves risks. Before purchasing the Notes, you should carefully consider, in particular,
"Risk Factors" below.
ii

IMPORTANT NOTICES
Risk Warning
The Notes may not be a suitable investment for all investors
An investment in the Notes entails certain risks, which vary depending on the specification and type or
structure of the Notes.
Each potential investor should determine whether an investment in the Notes is appropriate in such
potential investor's particular circumstances. An investment in the Notes requires a thorough
understanding of the nature of the relevant transaction. Potential investors should be experienced with
respect to an investment in the Notes and be aware of the related risks.
An investment in the Notes is only suitable for potential investors who:

have the requisite knowledge and experience in financial and business matters to evaluate the
merits and risks of an investment in the Notes and the information contained in, or
incorporated by reference into, this document;

have access to, and knowledge of, appropriate analytical tools to evaluate such merits and
risks in the context of the potential investor's particular financial situation and to evaluate the
impact the Notes will have on their overall investment portfolio;

understand thoroughly the terms of the Notes and are familiar with the behaviour of the
Relevant Underlying (as defined below) and financial markets;

are capable of bearing the economic risk of an investment in the Notes until the maturity date
of the Notes;

recognise that it may not be possible to dispose of the Notes for a substantial period of time, if
at all before the maturity date; and

are familiar with the behaviour of the Relevant Underlying and relevant financial markets and
be able to evaluate (either alone or with the help of a financial and legal adviser) possible
scenarios for economic, interest rate and other factors that may affect the potential investor's
investment and its ability to bear the applicable risks.
The Notes 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 any Notes unless
such potential investor has the expertise (either alone or with a financial and legal adviser) to evaluate
how the Notes will perform under changing conditions, the resulting effects on the value of the Notes
and the impact this investment will have on the potential investor's overall investment portfolio. Each
Issuer, The Guarantor and MSI plc as Distribution Agent, disclaims any responsibility to advise
prospective investors of any matters arising under the law of the country in which they reside that may
affect the purchase of, or holding of, or the receipt of payments or deliveries on, the Notes.
Investing in the Notes involves risks. See the section entitled "Risk Factors Relating to the Notes"
below.
Important US securities and tax law considerations
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE IN THE UNITED STATES, AND ARE SUBJECT TO
U.S. TAX LAW REQUIREMENTS. THE NOTES MAY NOT BE OFFERED, SOLD OR
DELIVERED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED
STATES (WHICH TERM INCLUDES THE TERRITORIES, THE POSSESSIONS AND ALL
OTHER AREAS SUBJECT TO THE JURISDICTION OF THE UNITED STATES) OR TO OR
FOR THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT).
iii

For payments in respect of a Note issued by Morgan Stanley, in order to avoid U.S. withholding
taxes, the beneficial owner of the Note that is not a United States person (or a financial institution
holding the Note on behalf of the beneficial owner that is not a United States person) is required
under current law to comply with certain tax identification and certification requirements,
generally by furnishing the appropriate U.S. Internal Revenue Service Form W-8BEN or W-
8BEN-E on which the beneficial owner certifies under penalty of perjury that it is not a United
States person. Certain tax identification and certification requirements apply as well to holders
of Notes of all Issuers with respect to "FATCA" as more fully described under "United States
Federal Taxation".
Each investor must comply with all applicable laws and regulations in each country or
jurisdiction in or from which the investor purchases, offers, sells or delivers the Notes or has in
the investor's possession or distributes this Base Prospectus or any accompanying Final Terms,
or any Drawdown Prospectus.
No deposits and no deposit protection insurance
THE NOTES ARE NOT BANK DEPOSITS AND ARE NOT INSURED BY THE U.S.
FEDERAL DEPOSIT INSURANCE CORPORATION, THE UK FINANCIAL SERVICES
COMPENSATION SCHEME, OR ANY OTHER GOVERNMENTAL AGENCY, NOR ARE
THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.
No or limited secondary market
Potential investors should be willing to hold the Notes until maturity. The nature and extent of
any secondary market in the Notes cannot be predicted and there may be little or no secondary
market in the Notes. If Morgan Stanley & Co. International plc or other affiliate does make a
market for the Notes, it may cease to do so at any time.
Currency definitions
All references in this Base Prospectus to "Sterling" and "£" are to the lawful currency of the
United Kingdom, all references to "U.S. dollars", "U.S.$ " and "$" are to the lawful currency of
the United States of America, all references to "Japanese Yen" and "¥" are to the lawful
currency of Japan, all references to "Australian dollars" and "AUD" are to the lawful currency
of the Commonwealth of Australia, all references to "New Zealand dollars" and "NZD" are to
the lawful currency of New Zealand, all references to "Renminbi" or "CNY" are to the lawful
currency of the People's Republic of China (which, for the purpose of this Base Prospectus, shall
exclude the Hong Kong Special Administrative Region of the People's Republic of China, the
Macau Special Administrative Region of the People's Republic of China and Taiwan) and all
references to "euro", "" and "EUR" are to the lawful single currency of the member states of
the European Union who have adopted and continue to retain a common single currency through
monetary union in accordance with European Union treaty law (as amended from time to time).
Language
The language of this Base Prospectus is English. Certain legislative references and technical
terms have been cited in their original language in order that the correct technical meaning may
be ascribed to them under applicable law.
US Securities disclosures
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE RELEVANT ISSUER AND, WHERE APPLICABLE, THE
GUARANTOR AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY
UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE UNITED STATES.
iv

Stabilisation legend
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE
PROGRAM, ANY DISTRIBUTION AGENT OR ANY OTHER AGENT SPECIFIED FOR
THAT PURPOSE IN THE APPLICABLE FINAL TERMS AS THE STABILISING MANAGER
(OR ANY PERSON ACTING FOR THE STABILISING MANAGER) MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF
ANY OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL FOR A LIMITED PERIOD. HOWEVER, THERE IS NO ASSURANCE THAT THE
STABILISING MANAGER (OR ANY AGENT OF THE STABILISING MANAGER) WILL
UNDERTAKE STABILISING ACTION. ANY STABILISING ACTION MAY BEGIN ON OR
AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF
THE OFFER OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF
COMMENCED, MAY BE DISCONTINUED AT ANY TIME, BUT MUST BE BROUGHT TO
AN END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF
THE RELEVANT TRANCHE OF NOTES AND 60 DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE RELEVANT TRANCHE OF NOTES. ANY STABILISING ACTION
OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILISING MANAGER (OR
ANY PERSON ACTING FOR THE STABILISING MANAGER) IN ACCORDANCE WITH
ALL APPLICABLE LAWS AND RULES.
Defined Terms
See the "Index of Defined Terms" at the end of this document for a list of defined terms and where they
are defined in this Base Prospectus.
v

TABLE OF CONTENTS
Page
SUMMARY ............................................................................................................................................. 1
Provides a summary of the key information contained within this Base Prospectus. It is relevant to all
Notes.
RISK FACTORS RELATING TO THE NOTES .................................................................................. 65
Sets out the principal risks inherent in investing in Notes.
GENERAL DESCRIPTION OF THE NOTES.................................................................................... 110
Provides an overview of certain important information in relation to the Notes. It is relevant to all
Notes.
CONSENT TO THE USE OF THE BASE PROSPECTUS ................................................................ 116
Sets out the consents by the Issuers and the Guarantor to the use of the Base Prospectus.
WHERE THE INVESTOR CAN FIND MORE INFORMATION ABOUT MORGAN STANLEY . 118
Provides information on where the investor can find more information about Morgan Stanley.
INCORPORATION BY REFERENCE ............................................................................................... 119
Incorporates financial and other information for each Issuer. It is relevant to all Notes.
TERMS AND CONDITIONS OF THE NOTES................................................................................. 129
Comprises (i) Part 1: General Terms and Conditions and (ii) Part 2: Additional Terms and Conditions.
PART 1: GENERAL TERMS AND CONDITIONS.......................................................................... 129
Sets out the terms and conditions that apply to all Notes.
PART 2 - ADDITIONAL TERMS AND CONDITIONS ................................................................... 232
Sets out additional terms and conditions that are applicable to Notes for which the relevant Final
Terms specifies that they are applicable.
PRO FORMA FINAL TERMS FOR NOTES OTHER THAN LINKED NOTES.............................. 324
Provides a template for the Final Terms to be used for each issuance of Notes other than Autocallable
Notes, Reverse Convertible Notes and Certain Linked Notes. It is relevant to all Notes other than
Autocallable Notes, Reverse Convertible Notes and Certain Linked Notes.
PRO FORMA FINAL TERMS FOR AUTOCALLABLE NOTES..................................................... 366
Provides a template for the Final Terms to be used for each issuance of Autocallable Notes. It is
relevant to all Autocallable Notes.
PRO FORMA FINAL TERMS FOR REVERSE CONVERTIBLE NOTES ...................................... 453
Provides a template for the Final Terms to be used for each issuance of Reverse Convertible Notes. It
is relevant to all Reverse Convertible Notes.
PRO FORMA FINAL TERMS FOR CERTAIN LINKED NOTES ................................................... 541
vi

Provides a template for the Final Terms to be used for each issuance of Certain Linked Notes. It is
relevant to all Certain Linked Notes.
PRO FORMA FINAL TERMS FOR PREFERENCE SHARE-LINKED NOTES ............................. 679
Provides a template for the Final Terms to be used for each issuance of Preference Share-Linked
Notes. It is relevant to all Preference Share-Linked Notes.
FINAL TERMS AND DRAWDOWN PROSPECTUSES .................................................................. 695
Describes the "final terms" document or "drawdown prospectus" document which will be prepared in
respect of each Tranche of Notes. It is relevant to all Notes.
FORMS OF NOTES ............................................................................................................................ 696
Describes the different forms of Notes. It is relevant to all Notes.
SUMMARY OF PROVISIONS RELATING TO THE NOTES WHILE IN GLOBAL FORM......... 698
Describes the Notes when represented in global form. It is relevant to all Notes in global form.
DESCRIPTION OF SIENNA FINANCE UK LIMITED AND THE SIENNA FINANCE UK
LIMITED PREFERENCE SHARES ................................................................................................... 700
Describes Sienna Finance UK Limited. It is relevant to all Preference-Share Linked Notes.
BENEFIT PLAN INVESTORS ........................................................................................................... 701
Describes restrictions of the acquisition of the Notes by benefit plan investors. It is relevant to all
Notes.
TAXATION ......................................................................................................................................... 702
Provides an overview of certain taxation considerations relating to the Notes. It is relevant to all
Notes.
SUBSCRIPTION AND SALE............................................................................................................. 755
Provides a summary of certain restrictions regarding the offer and sale of the Notes. It is relevant to all
Notes.
NO OWNERSHIP BY U.S. PERSONS............................................................................................... 762
Describes restrictions to ownership of the Notes by U.S. Persons.
FORM OF GUARANTEE ................................................................................................................... 763
Sets out the form of guarantee given by Morgan Stanley in respect of Notes issued by Morgan Stanley
B.V. It is only relevant to Notes issued by Morgan Stanley B.V. which are guaranteed.
IMPORTANT LEGAL INFORMATION............................................................................................ 765
Provides certain additional information on the Notes, the Base Prospectus and the Issuers. It is
relevant to all Notes.
GENERAL INFORMATION .............................................................................................................. 771
Provides certain additional information on the Notes, the Base Prospectus and the Issuers. It is
vii

relevant to all Notes.
INDEX OF DEFINED TERMS........................................................................................................... 774
An index of all defined terms used in this Base Prospectus.
viii

Summary
SUMMARY
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered
in Sections A E (A.1 E.7).
This Summary contains all the Elements required to be included in a Summary for this type of securities
and issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of securities
and issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the Summary with the mention of "Not Applicable".
Section A Introduction and warnings
A.1
Introduction and This summary should be read as an introduction to the Base Prospectus.
warnings:
Any decision to invest in the Notes should be based on consideration of
this Base Prospectus as a whole by the investor. Where a claim relating
to the information contained in this Base Prospectus is brought before a
court, the plaintiff investor might, under the national legislation of the
Member States, have to bear the costs of translating this Base Prospectus
before the legal proceedings are initiated. Civil liability attaches only to
those persons who have tabled the Summary including any translation
thereof, but only if the Summary is misleading, inaccurate or inconsistent
when read together with the other parts of this Base Prospectus or it does
not provide, when read together with the other parts of this Base
Prospectus, key information in order to aid investors when considering
whether to invest in such Notes.
A.2
Consent:
[insert if any authorised financial intermediaries are given consent to use
the Base Prospectus: The Issuer [and the Guarantor] consent to the use of
the Base Prospectus in connection with an offer of Notes which is not
made within an exemption to publish a prospectus under the Prospectus
Directive (Directive 2003/71/EC, as amended) (a "Non-exempt Offer")
during the offer period, being from and including [date] to but excluding
[date], in [Austria][,/and] [Belgium][,/and] [Czech Republic][,/and]
[Denmark][,/and] [Finland][,/and] [France][,/and] [Germany][,/and]
[Greece] [,/and] [Ireland][,/and] [Italy][,/and] [Liechtenstein][,/and]
[Luxembourg][,/and] [Norway][,/and] [Portugal][,/and] [Spain][,/and]
[Sweden][,/and] [The Netherlands][,/and] [the United Kingdom]], by any
financial intermediary which is authorised to make such offers under the
Markets in Financial Instruments Directive (Directive 2004/39/EC) (each
such person an "Authorised Offeror"), subject to the following
conditions: [].
Any Authorised Offeror who wishes to use the Base Prospectus in
connection with a Non-exempt Offer as set out above is required, for
the duration of the relevant offer period, to publish on its website
that it is using the Base Prospectus for such Non-exempt Offer in
accordance with the consent of the Issuer and the conditions
attached thereto.]
[insert if only specified financial intermediaries are given consent to use
the Base Prospectus: The Issuer [and the Guarantor] consent to the use of
the Base Prospectus in connection with an offer of Notes which is not
made within an exemption to publish a prospectus under the Prospectus
Directive (Directive 2003/71/EC, as amended) (a "Non-exempt Offer")
during the offer period, being from and including [date] to but excluding
[date] in [Austria][,/and] [Belgium][,/and] [Czech Republic][,/and]
[Denmark][,/and] [Finland][,/and] [France][,/and] [Greece] [,/and]
[Germany][,/and] [Ireland][,/and] [Italy][,/and] [Liechtenstein][,/and]
[Luxembourg][,/and] [Norway][,/and] [Portugal][,/and] [Spain][,/and]
1

Summary
[Sweden][,/and] [The Netherlands][,/and] [United Kingdom]] by [each
of] [][,[]... and []] (which [is]/[are each] authorised to make such
offers under the Markets in Financial Instruments Directive (Directive
2004/39/EC)) (each such person an "Authorised Offeror"), subject to
the following conditions: []]
An investor intending to acquire or acquiring any Notes from an
Authorised Offeror will do so, and offers and sales of the Notes to an
investor by an Authorised Offeror will be made, in accordance with any
terms and other arrangements in place between such Authorised Offeror
and such investor including as to price, allocation, settlement
arrangements and any expenses or taxes to be charged to the investor (the
"Terms and Conditions of the Non-exempt Offer"). Neither the Issuer
[nor the Guarantor] will be a party to any such arrangements with
investors (other than [] (the "Distribution Agent")) in connection with
the offer or sale of the Notes and, accordingly, this Base Prospectus and
the final terms of the Notes (the "Final Terms") will not contain such
information. In the event of a Non-exempt Offer being made by an
Authorised Offeror, the Terms and Conditions of the Non-exempt
Offer shall be provided to Investors by that Authorised Offeror at
the time the offer is made. None of the Issuers, the Guarantor, the
Distribution Agent or other Authorised Offerors has any responsibility or
liability for such information.
Section B Issuer [and Guarantor]
B.1
Legal name and
[Morgan Stanley ("Morgan Stanley")]
commercial
[Morgan Stanley & Co. International plc ("MSI plc")]
name of the
[Morgan Stanley B.V. ("MSBV")]
Issuer:
B.2
Domicile and
[Morgan Stanley is incorporated under the laws of the State of Delaware.
legal form of the
As a financial holding company, it is regulated by the Board of
Issuer, the
Governors of the Federal Reserve System under the Bank Holding
legislation under
Company Act of 1956, as amended. Morgan Stanley has its registered
which the Issuer
office in Delaware, U.S.A.]
operates and its
[MSI plc was incorporated as a company limited by shares under the
country of
Companies Act 1985 and operates under the Companies Act 2006 in
incorporation:
England and Wales. MSI plc was re-registered as a public limited
company. MSI plc has its registered office in London, U.K.]
[MSBV was incorporated as a private company with limited liability
(besloten vennootschap met beperkte aansprakelijkheid) under the laws
of The Netherlands. MSBV is registered at the commercial register of the
Chamber of Commerce and Industries (Kamer van Koophandel) for
Amsterdam. It has its corporate seat at Amsterdam, The Netherlands and
is subject to the laws of The Netherlands.]
B.4b
Trends:
The business of Morgan Stanley[, the ultimate holding company of [MSI
plc] / [MSBV],] in the past have been, and in the future may continue to
be, materially affected by many factors, including the effect of economic
and political conditions and geopolitical events; sovereign risk; the effect
of market conditions, particularly in the global equity, fixed income,
currency, credit and commodities markets, including corporate and
mortgage (commercial and residential) lending and commercial real
estate markets and energy markets; the impact of current, pending and
future legislation (including the Dodd-Frank Wall Street Reform and
Consumer Protection Act (the "Dodd-Frank Act")), regulation
(including capital, leverage and liquidity requirements), policies
(including fiscal and monetary) and legal and regulatory actions in the
United States of America ("U.S.") and worldwide; the level and volatility
of equity, fixed income, and commodity prices (including oil prices),
2