Obligation CBIC 5.082% ( AU3FN0070124 ) en AUD

CBIC

100 % ⇌

Canada

AU3FN0070124 ( en AUD )

5.082% par an ( paiement annuel )

15/07/2026

Prospectus brochure de l'obligation CIBC AU3FN0070124 en AUD 5.082%, échéance 15/07/2026

500 000 AUD

1 350 000 000 AUD

La Banque CIBC (Canadian Imperial Bank of Commerce) est une grande banque commerciale canadienne offrant une gamme complète de services financiers, y compris des services bancaires aux particuliers et aux entreprises, des services de gestion de patrimoine et des services de marchés des capitaux.

L'Obligation émise par CBIC ( Canada ) , en AUD, avec le code ISIN AU3FN0070124, paye un coupon de 5.082% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 15/07/2026

Execution Version
FINAL TERMS
Final Terms dated July 13, 2022
CANADIAN IMPERIAL BANK OF COMMERCE
(a Canadian chartered bank)
through its Sydney branch (ARBN 608 235 847)
Legal Entity Identifier (LEI): 2IGI19DL77OX0HC3ZE78
Issue of A$1,350,000,000 Floating Rate Australian Covered Bonds due July, 2025
(the "Australian Covered Bonds")
under the
CAD 60,000,000,000
Global Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments by
CIBC COVERED BOND (LEGISLATIVE) GUARANTOR
LIMITED PARTNERSHIP
(a limited partnership formed under the laws of Ontario)
The Australian Covered Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area (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 Directive 2014/65/EU (as amended, "MiFID
II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional
client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as
amended, the "Prospectus Regulation"). Consequently no key information document required by Regulation (EU) No 1286/2014 as
amended (the "PRIIPs Regulation") for offering or selling the Australian Covered Bonds or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Australian Covered Bonds or otherwise making them available
to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The Australian Covered Bonds 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 United Kingdom (the "UK"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); (ii) a customer within the meaning Financial
Services and Markets Act 2000 (as amended) (the "FSMA") and any rules or regulations made under the FSMA to implement Directive
(EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of
Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of EUWA; or (iii) not a qualified investor as defined in Regulation
(EU) 2017/1129 (as amended) as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently
no key information document required by Regulation (EU) No 1286/2014 (as amended) as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Australian Covered Bonds or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Australian Covered Bonds or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE AND HOUSING
CORPORATION ("CMHC") NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF THESE FINAL TERMS.
THE COVERED BONDS ARE NOT INSURED OR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY
OTHER AGENCY THEREOF.
PART ACONTRACTUAL TERMS
The Covered Bonds to which these Final Terms relate comprise Australian Covered Bonds constituted by, and on the
terms specified in the deed poll executed by the Issuer and dated January 15, 2015, as amended on August 31, 2017,
as further amended on July 26, 2019 and as further amended September 14, 2021 (collectively, "Australian Deed
Poll"). The conditions set out in Attachment 1 to the Australian Deed Poll (as supplemented or modified by these
MTDOCS 45121001

Final Terms) (the "Conditions") and the programme terms set out in the Information Memorandum (as defined below)
("Programme Terms") apply to the Australian Covered Bonds.
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions. This document constitutes
the Final Terms of the Australian Covered Bonds described herein and must be read in conjunction with the
information memorandum issued in relation to the Australian Covered Bonds dated July 13, 2022 (the "Information
Memorandum"). Full information on the Issuer and the offer of the Australian Covered Bonds is only available on
the basis of the combination of these Final Terms and the Information Memorandum. The Information Memorandum,
together with all documents incorporated by reference therein, is available for viewing at the office of the Australian
Agent.
Canadian Imperial Bank of Commerce is registered as a foreign company in Australia and is a foreign authorised
deposit-taking institution under the Banking Act 1959 of the Commonwealth of Australia (the "Australian Banking
Act"). The Australian Covered Bonds are not the obligation of any government and, in particular, are not guaranteed
by the Commonwealth of Australia or the government of Canada nor do they benefit from the depositor protection
provisions of Division 2 of Part II of the Australian Banking Act. However, under section 11F of the Australian
Banking Act, if the Issuer (whether in or outside Australia) suspends payment or becomes unable to meet its
obligations, the assets of the Issuer in Australia are to be available to meet its liabilities in Australia (including if those
liabilities are in respect of the Australian Covered Bonds) in priority to all other liabilities of the Issuer. Further, under
section 86 of the Reserve Bank Act 1959 of Australia (the "Reserve Bank Act"), debts due by the Issuer to the Reserve
Bank of Australia ("RBA") shall in a winding-up of the Issuer have priority over all other debts of the Issuer.
The Guarantor is not a bank nor an authorised deposit taking institution authorised to carry on banking business under
the Australian Banking Act and it is not supervised by the Australian Prudential Regulation Authority. The Guarantor
is not registered as a foreign company or otherwise registered, authorised or qualified to carry on financial services or
other business in Australia. The Covered Bond Guarantee is not the obligation of any government and, in particular,
is not guaranteed by the Commonwealth of Australia or the government of Canada.
None of the Information Memorandum, the Programme Prospectus or any other disclosure document in relation to the
Australian Covered Bonds has been, and nor will any such document be, lodged with the Australian Securities and
Investments Commission and no such document is, and nor does it purport to be, a document containing disclosure to
investors for the purposes of Part 6D.2 or Part 7.9 of the Corporations Act 2001 of the Commonwealth of Australia
(the "Corporations Act"). Neither the Information Memorandum nor the Programme Prospectus is intended to be
used in connection with any offer for which such disclosure is required and neither such document contains all the
information that would be required by those provisions if they applied. Neither the Information Memorandum nor the
Programme Prospectus is to be provided to any 'retail client' as defined in section 761G of the Corporations Act and
neither such document takes into account the individual objectives, financial situation or needs of any prospective
investor. In addition, neither the Commission de Surveillance du Secteur Financier (the "CSSF") nor any other
securities regulatory authority has reviewed information contained in the Information Memorandum or the Programme
Prospectus in connection with the Australian Covered Bonds.
THE INFORMATION MEMORANDUM DOES NOT CONSTITUTE A PROSPECTUS FOR THE
PURPOSES OF THE PROSPECTUS REGULATION. NO PROSPECTUS IS REQUIRED IN
ACCORDANCE WITH THE PROSPECTUS REGULATION FOR THIS ISSUE OF AUSTRALIAN
COVERED BONDS. THE FINAL TERMS IN RELATION TO THE AUSTRALIAN COVERED BONDS
ARE EXEMPT FROM THE REQUIREMENTS OF THE PROSPECTUS REGULATION. THE
AUSTRALIAN COVERED BONDS WHICH ARE THE SUBJECT OF THE INFORMATION
MEMORANDUM ARE NOT COMPLIANT WITH THE PROSPECTUS REGULATION AND DO NOT
FORM PART OF THE PROGRAMME PROSPECTUS AND THE CSSF HAS NEITHER APPROVED NOR
REVIEWED THE INFORMATION CONTAINED IN THE INFORMATION MEMORANDUM OR THE
RELATED FINAL TERMS IN RELATION TO THE AUSTRALIAN COVERED BONDS. THE
AUSTRALIAN COVERED BONDS ARE NOT BEING OFFERED TO THE PUBLIC IN ANY EEA
MEMBER STATE OR THE UNITED KINGDOM AND ARE NOT LISTED OR ADMITTED TO TRADING
ON ANY REGULATED MARKET IN THE EEA OR THE UNITED KINGDOM.
MTDOCS 45121001
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The Australian Covered Bonds and the related Covered Bond Guarantee 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 or "blue sky"
laws 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, US persons as defined in Regulation S under the Securities Act except
pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act.
Accordingly, the Australian Covered Bonds are being offered only in offshore transactions to non-US persons in
reliance upon Regulation S. Australian Covered Bonds are subject to restrictions on transfer as described in the
Information Memorandum.
1.
(i)
Series Number:
CBL44
(ii)
Tranche Number:
1
2.
Specified Currency or Currencies:
Australian Dollars (A$)
(Condition 1.05)
3.
Aggregate Principal Amount:
(i)
Series:
A$1,350,000,000
(ii)
Tranche:
A$1,350,000,000
4.
Issue Price:
100% of the Aggregate Principal Amount
5.
(i)
Specified Denominations:
A$10,000 provided that Australian Covered Bonds shall only
(Condition 1.04)
be issued, and may (as described in Condition 2.07) only be
transferred, in, into or from Australia, in parcels comprising
minimum aggregate principal amounts, and for a minimum
consideration, of A$500,000, disregarding any amounts
provided by the transferor or its associates.
(ii)
Calculation Amount:
A$10,000
6.
(i)
Trade Date:
July 8, 2022
(ii)
Issue Date:
July 15, 2022
(iii) Interest Commencement Date:
July 15, 2022
7.
(i)
Final Maturity Date:
July 15, 2025
(ii)
Extended Due for Payment Date of July 15, 2026
Guaranteed
Amounts
corresponding
to
the
Final (further particulars specified in paragraphs 8, 10, 14, 24 and
Redemption Amount under the 25 below)
Covered Bond Guarantee:
8.
Interest Basis:
3 month BBSW Rate + 0.93 per cent. per annum Floating Rate
from (and including) the Interest Commencement Date to (but
excluding) the Final Maturity Date.
1 month BBSW Rate + 0.93 per cent. per annum Floating Rate
from (and including) the Final Maturity Date to (but
MTDOCS 45121001
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excluding) the Extended Due for Payment Date to the extent
payment of the Guaranteed Amount corresponding to the
Final Redemption Amount is deferred until the Extended Due
for Payment Date in accordance with Programme Term 2.1.
(further particulars specified in paragraphs 10, 14, 24 and 25
below)
9.
Redemption/Payment Basis:
Redemption at par
10.
Change of Interest Basis:
Applicable if and only to the extent payment of the
Guaranteed Amount corresponding to the Final Redemption
Amount is deferred until the Extended Due for Payment Date
in accordance with Programme Term 2.1 (as specified in
paragraph 8).
11.
Put/Call Options:
Not Applicable
12.
Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Covered Bond Provisions:
Not Applicable
(Condition 5.02)
14.
Floating Rate Covered Bond Provisions:
Applicable
(Condition 5.03)
(i)
Interest Period(s):
The first Interest Period shall comprise the period from (and
including) the Interest Commencement Date to (but
excluding) the first Specified Interest Payment Date. The
Interest Periods shall, thereafter, be the period from (and
including) each Specified Interest Payment Date to (but
excluding) the next following Specified Interest Payment
Date.
(ii)
Specified Interest Payment Dates:
The 15th day of January, April, July and October in each year
from (and including) October 15, 2022 to (and including) the
Final Maturity Date and (if and to the extent that payment of
the Guaranteed Amount corresponding to the Final
Redemption Amount is deferred until the Extended Due for
Payment Date in accordance with Programme Term 2.1) the
15th day of each month, from (but excluding) the Final
Maturity Date to (and including) the Extended Due for
Payment Date, subject, in each case, to adjustment in
accordance with the Business Day Convention specified in
(iii) below.
(iii) Business Day Convention:
Modified Following Business Day Convention
(iv) Financial Centre(s):
Sydney, Melbourne and Toronto
MTDOCS 45121001
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(v)
Manner in which the Rate(s) of BBSW Rate Determination
Interest is/are to be determined:
(vi) Party responsible for calculating the Not Applicable
Rate(s) of Interest and Interest
Amount(s) (if not the Agent):
(vii) Screen Rate Determination:
Not Applicable
(viii) ISDA Determination:
Not Applicable
(ix) Margin(s):
+ 0.93 per cent. per annum up to (but excluding) the Final
Maturity Date and + 0.93 per cent. per annum from (and
including) the Final Maturity Date to (but excluding) the
Extended Due for Payment Date.
(x)
Linear Interpolation
Not Applicable
(Condition 5.10)
(xi) Minimum Rate of Interest:
Not Applicable
(xii) Maximum Rate of Interest:
Not Applicable
(xiii) Day Count Fraction:
Actual/365 (Fixed)
PROVISIONS RELATING TO REDEMPTION
15.
Call Option:
Not Applicable
16.
Put Option:
Not Applicable
17.
Final Redemption Amount of each A$10,000 per Calculation Amount. Redemption at par.
Covered Bond:
18.
Early Redemption Amount:
Early Redemption Amount(s) payable on A$10,000 per Calculation Amount. Redemption at par.
redemption for taxation reasons or
illegality or upon acceleration following an
Issuer Event of Default or Guarantor Event
of Default and/or the method of calculating
the same (Conditions 6.02, 6.09 or 7):
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS
19.
Australian interest withholding tax:
The Australian Covered Bonds have been issued in a manner
intended to satisfy the public offer exemption from Australian
interest withholding tax in section 128F of the Income Tax
Assessment Act 1936 (Australia)
20.
Form of the Covered Bonds:
Australian Covered Bonds in registered uncertificated form
constituted by the Australian Deed Poll.
MTDOCS 45121001
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21.
New Global Covered Bond:
No
22.
Financial Centre(s) or other special Sydney, Melbourne and Toronto
provisions relating to payment dates:
23.
Details relating to Instalment Covered Not Applicable
Bonds: amount of each instalment
("Instalment Amounts"), date on which
each payment is to be made ("Instalment
Dates"):
24.
Other final terms:
Applicable see "Extended Due for Payment Date" in
paragraph 25 below.
25.
Other Terms and Conditions:
If the Extended Due for Payment Date applies in respect of
any Australian Covered Bonds that are held in the Austraclear
System, the Austraclear System will require that each person
in whose Security Record (as defined in the Austraclear
Regulations) such an Australian Covered Bond is recorded
(each an "Austraclear Participant") to enter such dealings in
the Austraclear System as are then required by the Austraclear
System to give effect to the Extended Due for Payment Date.
The Issuer and the Australian Agent have agreed that the
Issuer will notify the Australian Agent if the Extended Due for
Payment Date will apply and, if so notified, the Australian
Agent will apply to Austraclear to modify the Final Maturity
Date to the Extended Due for Payment Date. Failure of the
Austraclear Participant to enter any such dealings will prevent
subsequent payments in respect of the Australian Covered
Bonds from being effected through the Austraclear System.
However, if any dealings are so required and there is a failure
to enter any such dealings in a timely manner, the Australian
Agent may take such action (including entering into such
dealings) on behalf of an Austraclear Participant as may be
required at the applicable time including the removal of the
relevant Australian Covered Bonds from the Austraclear
System in accordance with the Conditions. None of the Issuer,
the Guarantor or the Australian Agent is responsible for
anything Austraclear or the Austraclear System or any other
clearing system does or omits to do with respect to the above,
which is a matter for Austraclear, its nominees (if any), the
Austraclear Participants and the investors.
DISTRIBUTION
26.
(i)
If syndicated, names of Managers:
Joint Lead Managers:
Commonwealth Bank of Australia (ABN 48 123 123 124),
National Australia Bank Limited (ABN 12 004 044 937),
Nomura International plc, Westpac Banking Corporation
(ABN 33 007 457 141)
Joint Lead Manager (no books):
Canadian Imperial Bank of Commerce, London Branch (a
registered UK branch of Canadian Imperial Bank of
MTDOCS 45121001
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Commerce, UK Registered No. FC001165, Branch No.
BR000397) (non-Australian distribution only)
Co-Manager:
DBS Bank Ltd. (ARBN 601 105 373)
(ii)
Stabilising Manager(s) (if any):
Not Applicable
27.
If non-syndicated, name of Dealer:
Not Applicable
28.
U.S. Selling Restrictions:
Regulation S compliance Category 2
29.
Additional selling restrictions:
Australian selling restrictions apply as set out in the
Information Memorandum.
The Issuer confirms that Australian Covered Bonds may be
offered, sold or distributed by the Managers in such provinces
of Canada as are agreed with the Issuer and in compliance
with any applicable securities laws of Canada or any province,
to the extent applicable.
30.
Prohibition of Sales to EEA Retail Applicable
Investors:
31.
Prohibition of Sales to UK Retail Investors: Applicable
32.
The Aggregate Principal Amount of the CAD $1,197,450,000
Covered Bonds issued has been translated
into Canadian dollars at the rate of CAD
0.8870 = A$1, producing a sum of:
THIRD PARTY INFORMATION
The ratings explanations set out in Item 2. "Ratings" of Part B have been extracted from the websites of Moody's and
Fitch (as applicable), as indicated. The Issuer and the Guarantor confirm that such information has been accurately
reproduced and that, so far as each is aware, and is able to ascertain from information published by Moody's Investors
Service, Inc. and Fitch Ratings, Inc., no facts have been omitted which would render the reproduced information
inaccurate or misleading.
MTDOCS 45121001
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PURPOSE OF FINAL TERMS/LISTING APPLICATIONS
These Final Terms comprise the final terms required for the issue of the Covered Bonds described herein pursuant to
the Global Covered Bond Programme of Canadian Imperial Bank of Commerce.
RESPONSIBILITY
The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms.
Signed on behalf of the Issuer:

Signed on behalf of the Managing GP for and on behalf
of the Guarantor:
"Wojtek Niebrzydowski"
"Wojtek Niebrzydowski"
By:

By:

Duly authorized
Duly authorized
"Andrew Stuart"
"Andrew Stuart"
By:

By:

Duly authorized
Duly authorized
[CIBC CBL44 (AUD) - Signature Page to the Final Terms]

PART BOTHER INFORMATION
1.
LISTING
(i)
Listing/Admission to trading:
Not Applicable
(ii)
Estimate of total expenses related to Not Applicable
admission to trading:
2.
RATINGS
The Covered Bonds to be issued have been rated:
Moody's: Aaa
Obligations rated "Aaa" are judged to be of the highest quality,
subject to the lowest level of credit risk (Source:
Moody's, https://ratings.moodys.io/ratings)
Fitch: AAA
Obligations rated "AAA" denote the lowest expectation of
default risk. They are assigned only in cases of exceptionally
strong capacity for payment of financial commitments. This
capacity is highly unlikely to be adversely affected by
foreseeable events. (Source: Fitch,
https://www.fitchratings.com/products/rating-definitions)
Credit ratings are for distribution only to a person (a) who is
not a "retail client" within the meaning of section 761G of the
Corporations Act and is also a sophisticated investor,
professional investor or other investor in respect of whom
disclosure is not required under Part 6D.2 or 7.9 of the
Corporations Act; and (b) who is otherwise permitted to
receive credit ratings in accordance with applicable laws in
any jurisdiction in which the person may be located. Anyone
who is not such a person is not entitled to receive these Final
Terms and anyone who receives these Final Terms must not
distribute them to anyone who is not entitled to receive them.
3.
OPERATIONAL INFORMATION
(i)
ISIN Code:
AU3FN0070124
(ii)
Common Code:
250224591
(iii) Any clearing system(s) other than Austraclear System (as defined in the Conditions), 20 Bridge
Euroclear
Bank
S.A./N.V., Street, Sydney NSW 2000, Australia
Clearstream
Banking
Société
Anonyme or DTC, their addresses Austraclear Series ID: CIBS19
and the relevant identification
number(s):
(iv) Delivery:
Delivery versus payment (unless otherwise agreed between the
Issuer and the Joint Lead Managers)
- 2 -
MTDOCS 45121001

(v)
Name(s) and address(es) of initial BTA Institutional Services Australia Limited (ABN 48 002
Paying
Agent(s),
Registrars, 916 396), Level 2, 1 Bligh Street, Sydney NSW 2000,
Exchange Agent and Transfer Attention: Relationship Manager Group (Registrar and Paying
Agents:
Agent only. No Exchange Agent and Transfer Agent has been
appointed)
(vi) Name(s)
and
address(es)
of Not Applicable
additional or substitute Paying
Agent(s) or Transfer Agent(s):
(vii) Intended to be held in a manner No
which would allow Eurosystem
eligibility:
- 3 -
MTDOCS 45121001

Document Outline

#1">Part A …CONTRACTUAL TERMS
- #1">The Covered Bonds to which these Final Terms relate comprise Australian Covered Bonds constituted by, and on the terms specified in the deed poll executed by the Issuer and dated January 15, 2015, as amended on August 31, 2017, as further amended on J...
- #2">Terms used herein shall be deemed to be defined as such for the purposes of the Conditions. This document constitutes the Final Terms of the Australian Covered Bonds described herein and must be read in conjunction with the information memorandum issu...
#9">Part B …OTHER INFORMATIOn