Obligation United Global Bank Ltd 3.75% ( US91127LAC46 ) en USD

United Global Bank Ltd

99.825 % ⇌

Singapour

US91127LAC46 ( en USD )

3.75% par an ( paiement semestriel )

14/04/2029

Prospectus brochure de l'obligation United Overseas Bank Ltd US91127LAC46 en USD 3.75%, échéance 14/04/2029

200 000 USD

600 000 000 USD

91127LAC4

BBB+ ( Qualité moyenne inférieure )

A2 ( Qualité moyenne supérieure )

15/04/2026 ( Dans 11 jours )

United Overseas Bank Ltd (UOB) est une banque multinationale basée à Singapour, offrant une large gamme de services bancaires aux particuliers, entreprises et institutions dans l'Asie-Pacifique, ainsi qu'à l'échelle mondiale.

L'Obligation émise par United Global Bank Ltd ( Singapour ) , en USD, avec le code ISIN US91127LAC46, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/04/2029

L'Obligation émise par United Global Bank Ltd ( Singapour ) , en USD, avec le code ISIN US91127LAC46, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par United Global Bank Ltd ( Singapour ) , en USD, avec le code ISIN US91127LAC46, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

EXECUTION VERSION

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes 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 ("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"); (i ) a customer within the meaning of Directive
2002/92/EC (as amended or superseded, "IMD"), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (i i) not a qualified investor as
defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive").
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or sel ing the Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.

Notification under Section 309B(1)(c) of the Securities and Futures Act (Chapter 289 of
Singapore): The Notes are prescribed capital markets products (as defined in the Securities and
Futures (Capital Markets Products) Regulations 2018) and Excluded Investment Products (as defined
in the Monetary Authority of Singapore ("MAS") Notice SFA 04-N12: Notice on the Sale of Investment
Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).
Pricing Supplement dated 8 April 2019
UNITED OVERSEAS BANK LIMITED
(incorporated with limited liability in the Republic of Singapore)
(Company Registration Number 193500026Z)
Legal Entity Identifier: IO66REGK3RCBAMA8HR66
acting through its registered office in Singapore
Issue of U.S.$600,000,000 3.75 per cent. Subordinated Notes due 2029 (the "Notes")
under the U.S.$15,000,000,000 Global Medium Term Note Programme
This document constitutes the Pricing Supplement relating to the issue of Notes described
herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Note
Conditions set forth in the Of ering Circular dated 5 April 2019 (the "Note Conditions"). This
Pricing Supplement contains the final terms of the Notes and must be read in conjunction with
such Of ering Circular.
Where interest, discount income (not including discount income arising from secondary
trading), prepayment fee, redemption premium or break cost is derived from any Notes by any
person who is not resident in Singapore and who carries on any operations in Singapore through
a permanent establishment in Singapore, the tax exemption available (subject to certain
conditions) under the Income Tax Act, Chapter 134 of Singapore (the "ITA"), shal not apply if
such person acquires such Notes using the funds and profits of such person's operations through
a permanent establishment in Singapore. Any person whose interest, discount income (not
including discount income arising from secondary trading), prepayment fees, redemption
premium or break cost derived from the Notes is not exempt from tax (including for the reasons
described above) shal include such income in a return of income made under the ITA.

1
(i)
Issuer:
United Overseas Bank Limited, acting through its
registered office in Singapore
2
(i)
Series Number:
39

(ii) Tranche Number:
1
3
Specified Currency or Currencies:
United States dol ars ("U.S.$")
4
Aggregate Nominal Amount:

(i)
Series:
U.S.$600,000,000

(ii) Tranche:
U.S.$600,000,000
5
(i)
Issue Price:
99.657 per cent. of the Aggregate Nominal
Amount

(ii) Net Proceeds:
Approximately U.S.$596,802,000 (excluding any
applicable Singapore goods and services tax)
6
(i)
Specified Denominations:
U.S.$200,000 plus integral multiples of
U.S.$1,000 in excess thereof

(ii) Calculation Amount
U.S.$1,000
7
(i)
Issue Date:
15 April 2019

(ii) Interest Commencement Date
Issue Date

(iii) First Call Date:
15 April 2024
8
Maturity Date:
15 April 2029
9
Interest Basis:
3.75 per cent. Fixed Rate, subject to a reset in
accordance with paragraph 16(vi ) below
(further particulars specified below)
10 Redemption/Payment Basis:
Redemption at par

11 Change of Interest or
Applicable
Redemption/Payment Basis
12 Put/Call Options:
Issuer Call
(further particulars specified below)
13 Status of the Notes:
Subordinated
14 Listing:
SGX-ST
15 Method of distribution:
Syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
16 Fixed Rate Note Provisions:
Applicable

(i)
Rate of Interest:
3.75 per cent. per annum payable semi-annual y
in arrear, subject to a reset in accordance with
paragraph 16(vi ) below

(ii) Interest Payment Date(s):
15 April and 15 October in each year,

commencing 15 October 2019

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(iii) Fixed Coupon Amount:
Not Applicable

(iv) Broken Amount(s):
Not Applicable

(v) Day Count Fraction:
30/360

(vi) Determination Dates:
Not Applicable

(vii) Other terms relating to the
The Rate of Interest payable on the Notes
method of calculating interest for from (and including) the First Call Date (as
Fixed Rate Notes:
specified in paragraph 7(iii)) to (but excluding)
the Maturity Date shall be reset to a fixed
rate per annum (expressed as a percentage)
equal to the then- prevailing U.S Treasury Rate
plus the Initial Spread.
"Calculation Business Day" means any day,
excluding a Saturday and a Sunday, on which
banks are open for general business (including
dealings in foreign currencies) in New York City
and Singapore.
"Calculation Date" means the second
Calculation Business Day preceding the First
Call Date.
"Comparable Treasury Issue" means the U.S.
Treasury security selected by an independent
financial institution of international repute (which
is appointed by the Issuer and notified by the
Issuer to the Trustee) as having a maturity of five
years that would be utilised, at the time of
selection and in accordance with customary
financial practice, in pricing new issues of
corporate debt securities with a maturity of five
years.
"Comparable Treasury Price" means, with
respect to any Calculation Date, the average of
three Reference Treasury Dealer Quotations for
such Calculation Date.
"Initial Spread" means 1.50 per cent., which is
calculated as:
(a)
3.826 per cent. per annum (being the
yield on the Notes at the date of this
Pricing Supplement); minus
(b)
2.326 per cent.
For information purposes only, (b) is the rate in
per cent. per annum equal to the yield on U.S.
Treasury securities having a maturity of five
years as on 8 April 2019.
"Reference Treasury Dealer" means each of

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the three nationally recognised investment
banking firms selected by the Issuer that are
primary U.S. Government securities dealers.
"Reference Treasury Dealer Quotations"
means with respect to each Reference Treasury
Dealer and any Calculation Date, the average,
as determined by the Calculation Agent, of the
bid and asked prices for the Comparable
Treasury Issue, expressed in each case as a
percentage of its principal amount, quoted in
writing to the Calculation Agent by such
Reference Treasury Dealer at 10.00 p.m. New
York City time, on such Calculation Date.
"U.S. Treasury Rate" means the rate in
percentage
per
annum
notified
by
the
Calculation Agent to the Issuer and the
Noteholders (in accordance with the Conditions)
equal to the yield on U.S. Treasury securities
having a maturity of five years as is displayed on
H.15(519) under the caption "Treasury constant
maturities", as displayed on Reuters page
"FRBCMT" (or any successor page or service
displaying yields on U.S. Treasury securities as
agreed between the Issuer and the Calculation
Agent) at 5 p.m. (New York time) on the
Calculation Date. If such page (or any successor
page or service does not display the relevant
yield at 5 p.m. (New York time) on the
Calculation Date, U.S. Treasury Rate shall mean
the rate in percentage per annum equal to the
semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, calculated using a
price for the Comparable Treasury Issue
(expressed as a percentage of its principal
amount) equal to the Comparable Treasury Price
for the Calculation Date.
If there is no Comparable Treasury Price on the
Calculation Date for whatever reason, U.S.
Treasury Rate shall mean the rate in percentage
per annum notified by the Calculation Agent to
the Issuer and the Noteholders (in accordance
with the Conditions) equal to the yield on U.S.
Treasury securities having a maturity of five
years as is displayed on H.15(519) under the
caption "Treasury constant maturities", as was
displayed on Reuters page "FRBCMT" (or any
successor page or service displaying yields on
U.S. Treasury securities as agreed between the

4

Issuer and the Calculation Agent), at 5 p.m.
(New York time) on the last available date
preceding the Calculation Date on which such
rate was displayed on Reuters page "FRBCMT"
(or any successor page or service displaying
yields on U.S. Treasury securities as agreed
between the Issuer and the Calculation Agent).
If any U.S. Treasury Rate is negative, it will be
deemed zero.)

17 Floating Rate Note Provisions:
Not Applicable
18 Zero Coupon Note Provisions:
Not Applicable
PROVISIONS RELATING TO REDEMPTION
19 Call Option:
Applicable

(i)
Optional Redemption Date(s):
The First Call Date only (paragraph (i ) of
Condition 5(d)(i ) shall not apply to the Notes)

(ii) Optional Redemption Amount(s)
U.S.$1,000 per Calculation Amount
of each Note and method, if any,
of calculation of such amount(s):
20 Put Option:
Not Applicable
21 Variation instead of Redemption (Note Applicable
Condition 5(g)):

22 Final Redemption Amount of each
U.S.$1,000 per Calculation Amount
Note:
23 Early Redemption Amount

Early Redemption Amount(s) per
U.S.$1,000 per Calculation Amount
Calculation Amount payable on
redemption for taxation reasons or on
event of default/due to a Tax Law
change/Change of Qualification Event
and/or the method of calculating the
same (if required or if different from
that set out in the Note Conditions):

PROVISIONS RELATING TO LOSS ABSORPTION
24 Loss Absorption Measure: Write
Applicable
Down on a Loss Absorption Event
(Note Condition 6(a))

GENERAL PROVISIONS APPLICABLE TO THE NOTES
25 Form of Notes:
Registered Notes:
Regulation S Global Certificate and Rule 144A

5

Global Certificate(s) registered in the name of a
nominee for DTC
26 Financial Centre(s) or other special
New York, London and Singapore
provisions relating to Payment Dates:
27 Talons for future Coupons or Receipts No
to be attached to Definitive Notes
(and dates on which such Talons
mature):
28 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 and
consequences (if any) of failure to
pay, including any right of the Issuer
to forfeit the Notes and interest due
on late payment:
29 Details relating to Instalment Notes:
Not Applicable
amount of each instalment
("Instalment Amount"), date on
which each payment is to be made
("Instalment Date"):
30 Other terms or special conditions:
Not Applicable
DISTRIBUTION

31 (i)
If syndicated, names of
Citigroup Global Markets Singapore Pte. Ltd.
Managers:
Credit Suisse (Singapore) Limited
The
Hongkong
and
Shanghai
Banking
Corporation Limited
Standard Chartered Bank
United Overseas Bank Limited

(ii) Stabilising Manager (if any):
The
Hongkong
and
Shanghai
Banking
Corporation Limited
32 If non-syndicated, name of Dealer:
Not Applicable
33 U.S. Sel ing Restrictions:
Rule 144A; TEFRA not applicable
34 Additional sel ing restrictions:
Singapore:
The Notes shall not be offered or sold, or be made
the subject of an invitation for subscription or
purchase, to the Issuer or any of its banking group
entities or associates (each as defined in MAS
Notice 637), unless with the prior approval of
MAS.

Canada:
The Notes may be sold only to Canadian
purchasers purchasing, or deemed to be

6

purchasing, as principal that are "accredited
investors", as defined in National Instrument 45-
106 Prospectus Exemptions ("NI 45-106") or
subsection 73.3(1) of the Securities Act (Ontario),
and are "permitted clients," as defined in National
Instrument 31-103 Registration Requirements,
Exemptions
and
Ongoing
Registrant
Obligations. Any resale of such Notes must be
made in accordance with an exemption from, or in
a transaction not subject to, the prospectus
requirements of applicable securities laws.
Securities legislation in certain provinces or
territories of Canada may provide a Canadian
purchaser with remedies for rescission or
damages if the Offering Circular and this Pricing
Supplement
(together,
the
"Offering
Documents") (including any amendment thereto)
contains a misrepresentation, provided that the
remedies for rescission or damages are exercised
by the Canadian purchaser within the time limit
prescribed by the securities legislation of the
Canadian purchaser's province or territory. The
purchaser should refer to any applicable
provisions of the securities legislation of the
Canadian purchaser's province or territory for
particulars of these rights or consult with a legal
adviser.
Pursuant to section 3A.3 of National Instrument
33-105 Underwriting Conflicts ("NI 33-105"), the
Dealers are not required to comply with the
disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with
any offer of Notes.
Upon receipt of the Offering Documents, each
Canadian purchaser is hereby deemed to confirm
that it has expressly requested that all documents
evidencing or relating in any way to the sale of
Notes described herein (including, for the
avoidance of doubt, any purchase confirmation or
any notice) be drawn up in the English language
only. Par la réception de ces documents, chaque
acheteur canadien est réputé d'avoir confirmé par
les présentes qu'il a expressément exigé que tous
les documents faisant foi ou se rapportant de
quelque manière que ce soit à la vente des bil ets
décrites aux présentes (incluant, pour éviter toute
incertitude, toute confirmation d'achat ou tout
avis) soient rédigés en anglais seulement.

7

OPERATIONAL INFORMATION

35 ISIN Code:
Regulation S Notes: US91127LAC46
Rule 144A Notes: US91127KAC62
36 Common Code:
Regulation S Notes: 198178063
Rule 144A Notes: 198178080
37 CUSIP:
Regulation S Notes: 91127LAC4
Rule 144A Notes: 91127KAC6
38 CINS:
Not Applicable
39 CMU Instrument Number:
Not Applicable
40 Any clearing system(s) other than The Not Applicable
Central Depository (Pte) Limited, The
Central Moneymarkets Unit Service,
Euroclear Bank SA/NV, Clearstream
Banking S.A., DTC and Austraclear
Ltd and the relevant identification
number(s):
41 Delivery:
Delivery against payment
42 Additional Paying Agent(s) (if any):
Not Applicable

GENERAL
43 Prohibition of Sales to EEA Retail
Applicable
Investors:

44 Ratings:
A2 (Moody's), BBB+ (S&P), A+ (Fitch)
45 Governing Law:
English law save that the provisions relating to
Subordinated Notes in Conditions 3(b), 3(c), 3(d),
3(e), 6, 10(b)(i ) and 10(b)(i i) (together, the
"Singapore Law Governed Provisions") shal be
governed by, and construed in accordance with,
the laws of Singapore and the Singapore courts
shal have exclusive jurisdiction to settle any
disputes arising out of or in connection with the
Singapore Law Governed Provisions and
accordingly any legal action or proceedings
arising out of or in connection with the Singapore
law Governed Provisions shal be brought in such
courts.
46 Applicable governing document:
Trust Deed dated 5 April 2019

PURPOSE OF PRICING SUPPLEMENT
This Pricing Supplement comprises the final terms required for issue and admission to trading on the
Singapore Exchange Securities Trading Limited of the Notes described herein pursuant to the
U.S.$15,000,000,000 Global Medium Term Note Programme of United Overseas Bank Limited.

8

INVESTMENT CONSIDERATIONS
There are significant risks associated with the Notes. Prospective investors should have regard to the
factors described under the section headed "Investment Considerations" in the Of ering Circular before
purchasing any Notes. Before entering into any transaction, prospective investors should ensure that
they fully understand the potential risks and rewards of that transaction and independently determine
that the transaction is appropriate given their objectives, experience, financial and operational
resources and other relevant circumstances. Prospective investors should consider consulting with
such advisers as they deem necessary to assist them in making these determinations.
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.

9