Obbligazione Abu Dhabi Commerce Bank 0% ( XS2219378721 ) in USD

Emittente Abu Dhabi Commerce Bank
Prezzo di mercato refresh price now   100 USD  ⇌ 
Paese  Emirati Arabi Uniti
Codice isin  XS2219378721 ( in USD )
Tasso d'interesse 0%
Scadenza 03/09/2060



Prospetto opuscolo dell'obbligazione Abu Dhabi Commercial Bank XS2219378721 en USD 0%, scadenza 03/09/2060


Importo minimo 1 000 000 USD
Importo totale 270 000 000 USD
Descrizione dettagliata L'Abu Dhabi Commercial Bank (ADCB) è una delle principali istituzioni bancarie degli Emirati Arabi Uniti, offrendo una vasta gamma di servizi finanziari a privati e aziende.

L'Abu Dhabi Commercial Bank ha emesso un'obbligazione (XS2219378721) denominata in USD, con scadenza il 03/09/2060, a tasso zero, per un ammontare totale di 270.000.000 USD, con taglio minimo di 1.000.000 USD e cedole annuali, attualmente negoziata al 100%.







ABU DHABI COMMERCIAL BANK PJSC
(the "Issuer")
Issue of U.S.$270,000,000 Multi-Callable Zero Coupon Notes due 3 September 2060 (the
"Notes")
under its
U.S.$15,000,000,000 Global Medium Term Note Programme
Issue Price: 100 per cent. of the Aggregate Nominal Amount
Issue Date: 3 September 2020
This information package includes: (i) the base prospectus dated 4 June 2020; (ii) the Pricing
Supplement dated 24 August 2020 relating to the Notes; and (iii) this document (together, the
"Information Package").
The Notes will be issued by Abu Dhabi Commercial Bank PJSC.
Application is expected to be made by the Issuer (or on its behalf) for the Notes to be
admitted to trading on the Taipei Exchange ("TPEx") in the Republic of China (the "ROC")
for the listing and trading of the Notes on the TPEx. The Notes will be traded on the TPEx
pursuant to the applicable rules of the TPEx. The effective date of listing of the Notes on the
TPEx is on or about 3 September 2020.
TPEx is not responsible for the content of the Information Package and any supplement or
amendment thereto and no representation is made by TPEx to the accuracy or completeness
of the Information Package and any supplement or amendment thereto. TPEx expressly
disclaims any and all liability for any losses arising from, or as a result of the reliance on, all
or part of the contents of this Information Package and any supplement or amendment thereto.
Admission to the listing and trading of the Notes on the TPEx shall not be taken as an
indication of the merits of the Issuer or the Notes.
SELLING RESTRICTION
The Notes have not been, and shall not be, offered, sold or re-sold, directly or indirectly to
investors other than "professional institutional investors" as defined under Paragraph 2 of
Article 4 of the Financial Consumer Protection Act of the ROC, which currently includes: (i)
overseas and domestic banks, securities firms, futures firms and insurance companies
(excluding insurance agencies, insurance brokers and insurance surveyors), the foregoing as
further described in greater detail in Paragraph 3 of Article 2 of the Organisation Act of the
Financial Supervisory Commission of the ROC; (ii) overseas and domestic fund management
companies, government investment institutions, government funds, pension funds, mutual
funds, unit trusts and funds managed by financial service enterprises pursuant to the ROC
Securities Investment Trust and Consulting Act, the ROC Futures Trading Act or the ROC
Trust Enterprise Act or investment assets mandated and delivered by or transferred for trust
by financial consumers; and (iii) other institutions recognised by the Financial Supervisory
Commission of the ROC. Purchasers of the Notes are not permitted to sell or otherwise
dispose of the Notes except by transfer to the aforementioned professional institutional
investors.


Lead Manager
Morgan Stanley Taiwan Limited
Liquidity Provider
E.SUN Commercial Bank, Ltd.
Managers
E.SUN Commercial Bank, Ltd.
Morgan Stanley Taiwan Limited


Date: 24 August 2020


PRICING SUPPLEMENT
No base prospectus is required to be produced in accordance with Regulation (EU)
2017/1129 (as amended, the "Prospectus Regulation") for the issue of Notes described
below and, accordingly, the Notes issued as described below are not required to, and do not
comply with, the Prospectus Regulation.
MiFID II PRODUCT GOVERNANCE ­ There are no manufacturers for the purposes of
Directive 2014/65/EU (as amended, "MiFID II"). Any person subsequently offering, selling
or recommending the Notes (a "distributor") should take into consideration the target market
assessment; however, a distributor subject to MiFID II is responsible for undertaking its own
target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
SINGAPORE SECURITIES AND FUTURES ACT PRODUCT CLASSIFICATION ­
Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of
the Securities and Futures Act (Chapter 289 of Singapore) (the "SFA"), the Issuer has
determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA)
that the Notes are "prescribed capital markets products" (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018).
Pricing Supplement dated 24 August 2020
ABU DHABI COMMERCIAL BANK PJSC
Legal Entity Identifier (LEI): 213800RWVKKIRX1AUH58
Issue of U.S.$270,000,000 Multi-Callable Zero Coupon Notes due 3 September 2060
under its U.S.$15,000,000,000
Global Medium Term Note Programme
PART A ­ CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions
set forth in the base prospectus dated 4 June 2020. This document constitutes the pricing
supplement of the Notes described herein and must be read in conjunction with the Base
Prospectus. Full information on the Issuer and the offer of the Notes is only available on the
basis of the combination of this Pricing Supplement and the Base Prospectus. The Base
Prospectus is available for viewing on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and during normal business hours at Abu Dhabi Commercial Bank PJSC,
ADCB Tower, Head Office, Sheikh Zayed Street, P.O. Box 939, Abu Dhabi, United Arab
Emirates, and copies may be obtained from Abu Dhabi Commercial Bank PJSC, ADCB
Tower, Head Office, Sheikh Zayed Street, P.O. Box 939, Abu Dhabi, United Arab Emirates.
1.

(a)
Series Number:
153

(b)
Tranche Number:
1

(c)
Date on which the Notes
Not Applicable
become fungible:
- 1 -



2.

Specified Currency or Currencies:
U.S. dollars ("U.S.$")
3.

Aggregate Nominal Amount of
U.S.$270,000,000
Notes:

(a)
Series:
U.S.$270,000,000

(b)
Tranche:
U.S.$270,000,000
4.

Issue Price:
100 per cent. of the Aggregate Nominal
Amount
5.

(a)
Specified Denominations (in
U.S.$1,000,000
the case of Registered Notes
this means the minimum
integral amount in which
transfers can be made):

(b)
Calculation Amount:
U.S.$1,000,000
6.

(a)
Issue Date:
3 September 2020

(b)
Interest Commencement
Not Applicable
Date:
7.

Maturity Date:
3 September 2060, subject to adjustment in
accordance with the Following Business Day
Convention (for payment purposes only)
8.

Interest Basis:
Zero Coupon
9.

Redemption/Payment Basis:
Final Redemption Amount will be determined
as provided below (see paragraph 20)
10.

Change of Interest Basis or
Not Applicable
Redemption/Payment Basis:
11.

Put/Call Options:
Issuer Call
12.

(a)
Status of the Notes:
Senior

(b)
Date approval for issuance of 8 January 2020
Notes obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Note Provisions:
Not Applicable
14.
Floating Rate Note Provisions:
Not Applicable
15.
Reset Note Provisions:
Not Applicable
16.
Zero Coupon Note Provisions:
Applicable

(a)
Accrual Yield:
3.30 per cent. per annum
- 2 -




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

(c)
Day Count Fraction in
30/360
relation to Early Redemption
Amounts and late payment:
PROVISIONS RELATING TO REDEMPTION
17.
Issuer Call:
Applicable

(a)
Optional Redemption Date(s): 3 September 2025, 3 September 2030, 3
September 2035, 3 September 2040, 3
September 2045, 3 September 2050 and 3
September 2055, subject to adjustment in
accordance with the Following Business Day
Convention (for payment purposes only)

(b)
Optional Redemption
The relevant Optional Redemption Amount (as
Amount:
a percentage of the Calculation Amount) will
be the amount set out next to the
corresponding Optional Redemption Date
below:


Optional
Optional
Redemption Date
Redemption Amount
as a percentage of
the Calculation
Amount (%)


3 September 2025
117.625534


3 September 2030
138.357662


3 September 2035
162.743939


3 September 2040
191.428427


3 September 2045
225.168709


3 September 2050
264.855896


3 September 2055
311.538162

(c)
If redeemable in part:
Not Applicable

(d)
Notice period:
The Issuer will give notice of its intention to
redeem the Notes not less than five (5)
London, New York and Taipei Business Days
prior to the relevant Optional Redemption
Date
18.
Investor Put:
Not Applicable
19.
Change of Control Put:
Not Applicable
20.
Final Redemption Amount:
An amount equal to 366.448426 per cent. per
Calculation Amount
- 3 -



21.
Early Redemption Amount payable
As per the Conditions
on redemption for taxation reasons
or on event of default:
GENERAL PROVISIONS APPLICABLE TO THE NOTES
22.
Form of Notes:
Bearer Notes:


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


Reg. S Compliance Category 2; TEFRA D
23.
Additional Business Centre(s)
London, New York and Taipei
relating to Payment Days:
24.
Talons for future Coupons or
No
Receipts to be attached to definitive
Notes (and dates on which such
Talons mature):
25.
Details relating to Partly Paid Notes: Not Applicable
amount of each payment comprising
the Issue Price and date on which
each payment is to be made:
26.
Details relating to Instalment Notes:
Not Applicable
27.
Redenomination applicable:
Redenomination not applicable
28.
RMB Settlement Centre(s):
Not Applicable
29.
RMB Currency Event:
Not Applicable
30.
Relevant Currency for Condition 7.9
Not Applicable
(RMB Currency Event):
31.
Relevant Spot Rate Screen Pages for Not Applicable
Condition 7.9 (RMB Currency
Event):
32.
Party responsible for calculating the
Not Applicable
Spot Rate for Condition 7.9 (RMB
Currency Event):

- 4 -



Signed on behalf of the Issuer:

Kevin Taylor
Rajesh Raheja
Group Treasurer
By: ............................................................
By: ............................................................
Head - Funding & Balance Sheet
Duly authorised
Duly authorised
- 5 -



PART B ­ OTHER INFORMATION
1.
LISTING
(a)
Listing and Admission to
Application is expected to be made by the
trading:
Issuer (or on its behalf) for the Notes to be
admitted to trading on the Taipei Exchange
("TPEx") in the Republic of China (the
"ROC") for the listing and trading of the
Notes on the TPEx. The Notes will be traded
on the TPEx pursuant to the applicable rules
of the TPEx. The effective date of listing of
the Notes on the TPEx is on or about 3
September 2020. TPEx is not responsible for
the content of this document and the Base
Prospectus and any supplement or amendment
thereto and no representation is made by TPEx
to the accuracy or completeness of this
document and the Base Prospectus and any
supplement or amendment thereto. TPEx
expressly disclaims any and all liability for
any losses arising from, or as a result of the
reliance on, all or part of the contents of this
document, the Base Prospectus or any
supplement or amendment thereto. Admission
to listing and trading on the TPEx shall not be
taken as an indication of the merits of the
Issuer or the Notes
(b)
Estimate of total expenses
New Taiwan Dollar ("NTD") 100,000 in
related to admission to trading:
relation to the listing and trading of the Notes
on the TPEx
2.
RATINGS
The Notes to be issued have not been rated
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE
ISSUE
Save for any fees payable to the Managers, so far as the Issuer is aware, no person
involved in the issue of the Notes has an interest material to the offer. The Managers and
their affiliates have engaged, and may in the future engage, in investment banking and/or
commercial banking transactions with, and may perform other services for, the Issuer or
its affiliates in the ordinary course of business for which they may receive fees.
4.
ESTIMATED NET PROCEEDS
Not Applicable
5.
YIELD (Fixed Rate Notes Only)
Indication of yield:
Not Applicable
- 6 -



6.
OPERATIONAL INFORMATION
(a)
ISIN Code:
XS2219378721
(b)
Common Code:
221937872
(c)
FISN:
As set out on the website of the Association of
National Numbering Agencies (ANNA) or
alternatively sourced from the responsible
National Numbering Agency that assigned the
ISIN
(d)
CFI Code:
As set out on the website of the Association of
National Numbering Agencies (ANNA) or
alternatively sourced from the responsible
National Numbering Agency that assigned the
ISIN
(e)
CUSIP:
Not Applicable
(f)
CINS:
Not Applicable
(g)
Any clearing system(s) other
Not Applicable
than DTC, Euroclear Bank
SA/NV and Clearstream
Banking S.A. and the relevant
identification number(s):
(h)
Delivery:
Delivery against payment
(i)
Names and addresses of
Not Applicable
additional Paying Agent(s) (if
any):
7.
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS
Not Applicable
8.
BENCHMARKS
Details of benchmarks administrators
Not Applicable
and registration under Benchmarks
Regulation:
9.
THIRD PARTY INFORMATION
Not Applicable
10.
ADDITIONAL SELLING RESTRICTIONS
The following selling restriction shall be inserted in the Base Prospectus:
"Each Dealer has represented and agreed that the Notes have not been, and shall not be,
offered, sold or re-sold, directly or indirectly to investors other than "professional
institutional investors" as defined under Paragraph 2 of Article 4 of the Financial
- 7 -



Consumer Protection Act of the Republic of China (the "ROC"), which currently
includes: (i) overseas and domestic banks, securities firms, futures firms and insurance
companies (excluding insurance agencies, insurance brokers and insurance surveyors),
the foregoing as further described in greater detail in Paragraph 3 of Article 2 of the
Organisation Act of the Financial Supervisory Commission of the ROC; (ii) overseas and
domestic fund management companies, government investment institutions, government
funds, pension funds, mutual funds, unit trusts and funds managed by financial service
enterprises pursuant to the ROC Securities Investment Trust and Consulting Act, the
ROC Futures Trading Act or the ROC Trust Enterprise Act or investment assets
mandated and delivered by or transferred for trust by financial consumers; and (iii) other
institutions recognised by the Financial Supervisory Commission of the ROC. Purchasers
of the Notes are not permitted to sell or otherwise dispose of the Notes except by transfer
to the aforementioned professional institutional investors."
11.
ADDITIONAL TAX INFORMATION
ROC Taxation
The following summary of certain taxation provisions under ROC law is based on
current law and practice and that the Notes will be issued, offered, sold and re-sold,
directly or indirectly, to professional institutional investors as defined under Paragraph 2
of Article 4 of the Financial Consumer Protection Act of the ROC only. It does not
purport to be comprehensive and does not constitute legal or tax advice. Investors
(particularly those subject to special tax rules, such as banks, dealers, insurance
companies and tax-exempt entities) should consult with their own tax advisers regarding
the tax consequences of an investment in the Notes.
Interest on the Notes:
As Abu Dhabi Commercial Bank PJSC, the
issuer of the Notes, is not an ROC statutory
tax withholder, there is no ROC withholding
tax on the interest or deemed interest to be
paid on the Notes.

ROC corporate holders must include the
interest or deemed interest receivable under
the Notes as part of their taxable income and
pay income tax at a flat rate of 20 per cent.
(unless the total taxable income for a fiscal
year is under NTD 120,000), as they are
subject to income tax on their worldwide
income on an accrual basis. The alternative
minimum tax ("AMT") is not applicable.
Sale of the Notes:
In general, the sale of corporate bonds or
financial bonds is subject to a 0.1 per cent.
securities transaction tax ("STT") on the
transaction price. However, Article 2-1 of the
Securities Transaction Tax Act of the ROC
prescribes that STT will cease to be levied on
the sale of corporate bonds and financial bonds
from 1 January 2010 to 31 December 2026.
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Document Outline