Obligation Morgan Stanleigh 0% ( XS0075124494 ) en USD

Morgan Stanleigh

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XS0075124494 ( en USD )

05/04/2013 - Obligation échue

Prospectus brochure de l'obligation Morgan Stanley XS0075124494 en USD 0%, échue

Morgan Stanley est une firme mondiale de services financiers offrant des services de banque d'investissement, de gestion de patrimoine et de courtage à une clientèle institutionnelle et privée.

L'Obligation émise par Morgan Stanleigh ( Etats-unis ) , en USD, avec le code ISIN XS0075124494, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 05/04/2013

BASE PROSPECTUS
MORGAN STANLEY CAPITAL
(CAYMAN ISLANDS) LIMITED
(Incorporated with limited liability in the Cayman Islands)
UP TO U.S.$50,000,000,000
OPTIMISED PORTFOLIOS AS LISTED SECURITIES
("OPALS"®) PROGRAMME
due from one year
after the date on which OPALS of the relevant Series are first issued to any date on or before
5 April 2023
This base prospectus (the "Base Prospectus") has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as Luxembourg competent
authority for the purposes of Regulation (EU) 2017/1129), as amended (the "Prospectus Regulation") for the purpose of giving information with regard to the OPALS Programme and
admission of the OPALS to trading on any regulated market for the purposes of Directive 2014/65/EU, as amended ("MiFID II"). The CSSF only approves this Base Prospectus as meeting
the standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of Morgan Stanley
Capital (Cayman Islands) Limited (the "Issuer") or the quality of the OPALS that are the subject of this Base Prospectus and investors should make their own assessment as to the suitability
of investing in the OPALS. Pursuant to Article 6(4) of the Luxembourg Law on Prospectuses, by approving this Base Prospectus, the CSSF gives no undertaking as to, and assumes no
responsibility for, the economic and financial characteristics of OPALS or the quality and solvency of the Issuer.
This Base Prospectus will be valid for offers to the public or admissions to trading on a regulated market by or with the consent of the Issuer for 12 months from its date, ending 17 July 2021.
The obligation to supplement it in the event of significant new factors, material mistakes or material inaccuracies will not apply after the earlier of the date 12 months from the date of this
Base Prospectus and the closing of the offer period for the OPALS being admitted to trading on a regulated market, whichever occurs later.
Under the OPALS Programme (the "Programme") the Issuer, subject to compliance with all relevant laws, regulations and directives, may from time to time issue OPALS which are
non-equity securities for the purposes of the Prospectus Regulation denominated in U.S. dollars or in such other currencies and in such denominations as the Issuer may from time to time
determine, to investors who are not U.S. persons. OPALS will have maturities from one year from the date of initial issue of OPALS of the relevant Series (as defined below) to any date on
or before 5 April 2023 and their maximum aggregate principal amount outstanding will not at any time exceed U.S.$50,000,000,000 (or the equivalent in any other currency at the date of
initial issue of any Series of OPALS) unless otherwise agreed by the Issuer and the Dealer (as defined in the "General Description of the Programme" below). OPALS will be issued on a
continuous basis in series (each a "Series"). OPALS comprising a Series will have the same maturity date and be issued on identical terms save for the issue or offering price, which varies
from time to time. OPALS in a Series may be issued on different issue dates as and when sold by the Dealer or may all be issued on the initial issue date specified in the Final Terms (as
defined below) issued in relation to the relevant Series or on any other date selected by the Issuer (and OPALS not sold by the Dealer at the time of issue will be held by the Issuer or the
Dealer or an affiliate or affiliates of the Issuer or the Dealer and may be retained or may be sold by the Dealer, in such amounts, to such purchasers and at such times and prices as the
Dealer may determine). The minimum investment in OPALS of a particular Series will be specified in the Final Terms issued in relation to that Series.
The terms and conditions applicable to a Series of OPALS will be the "Terms and Conditions of OPALS" below. In the case of each Series of OPALS, the relevant Terms and Conditions are
subject to the provisions of the Final Terms issued in relation to that Series.
The Issuer seeks to provide holders of a Series of OPALS with investment performance that corresponds generally to that of a Benchmark Index (as defined in the relevant Terms and
Conditions below) identified in the Final Terms relating to that Series by an indirect investment in a basket of shares (a "Basket of Shares"). The Basket of Shares will be purchased by
Morgan Stanley Capital (Luxembourg) S.A., or another entity within the Morgan Stanley group of companies identified in the Final Terms issued in relation to that Series (the purchasing
entity being referred to as the "Counterparty") (or by a custodian on its behalf). The Counterparty may be Morgan Stanley & Co. International plc ("MSI plc"). The shares comprised in a
Basket of Shares (the "Shares") are selected either to replicate fully the relevant Benchmark Index or, based on portfolio optimisation techniques, with a view to tracking the investment
performance of the relevant Benchmark Index. The Issuer may, in its sole discretion, from time to time adjust the composition of a Basket of Shares, in accordance with the relevant Terms
and Conditions, to reflect changes in the relevant Benchmark Index, with a view to tracking more closely the investment performance of the relevant Benchmark Index and in certain other
circumstances. However, there can be no assurance that the performance of any Series of OPALS will track the investment performance of the relevant Benchmark Index to the extent
indicated by the Expected Annual Tracking Risk for that Series. A Basket of Shares may include depositary receipts representing shares. References to shares shall be construed to include
references to any such depositary receipts.
Holders of a Series of OPALS holding the Minimum Redeemable Amount (as defined in the relevant Terms and Conditions) of such OPALS or an integral multiple thereof shall be entitled to
have such OPALS redeemed at their option on specified dates during the term of such OPALS and on the maturity date thereof by calling for delivery of the Basket of Shares relating to such
OPALS, and holders of a Series of OPALS holding less than the Minimum Redeemable Amount of such OPALS shall be entitled, subject to certain conditions, to have such OPALS redeemed
on the maturity date thereof by calling for delivery of a due proportion of the Shares forming part of the Basket of Shares, in each case as more particularly described in the relevant Terms
and Conditions. Holders of a Series of OPALS holding the Minimum Redeemable Amount of those OPALS or an integral multiple thereof shall also be entitled to have their OPALS redeemed
at any time during the term of the OPALS by calling for delivery of the Basket of Shares relating to such OPALS provided that such holders may, at the option of the Issuer, be required to
pay an administration charge and certain other charges and expenses, all as more particularly described in the relevant Terms and Conditions. Where so specified in the relevant Terms and
Conditions, the Issuer may in certain circumstances require redemption of a Series of OPALS prior to the maturity date thereof. In every case redemption is subject to compliance with any
procedures prescribed by the Issuer pursuant to, and subject in certain circumstances to postponement in accordance with, the relevant Terms and Conditions.
An investment in OPALS involves certain special considerations and risks. See "Risk Factors" below.
The assets of the Issuer (consisting materially of obligations owed to it by one or more Counterparties) are the sole source of payments in respect of OPALS. OPALS are obligations of the
Issuer and do not represent an interest in or an obligation of, and are not insured or guaranteed by, Morgan Stanley (formerly Morgan Stanley Dean Witter & Co.) or any of its other
affiliates. The Dealer intends to make a secondary market in each Series of OPALS but is under no legal obligation to do so or to continue to do so.
Application may be made for OPALS issued under the Programme described in this Base Prospectus during the period of twelve months after the date hereof (such period ending on 17 July
2021) to be admitted to listing on the Official List and traded on the Regulated Market of the Luxembourg Stock Exchange; any such application to admit any such Series of OPALS to trading
will be referred to in the Final Terms relating to such Series. No assurance can be given as to whether and if so when any such application will be granted. The Issuer may from time to time
agree with the Dealer to issue OPALS which are not intended to be admitted to listing on the Official List and traded on the Regulated Market of the Luxembourg Stock Exchange (which is
a regulated market for the purpose of MiFID II) or admitted to listing in any jurisdiction or to trading on any other stock exchange or to issue OPALS which are to be listed on such other
stock exchange (as well as or instead of the Luxembourg Stock Exchange) in a member country of the European Union or elsewhere as the Issuer and the Dealer may agree.
OPALS 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 or other jurisdiction of
the United States (as defined herein), nor has the Issuer registered under the United States Investment Company Act of 1940, as amended (the "Investment Company Act"). OPALS may not
at any time be offered, sold, pledged, assigned, transferred, redeemed or, in the case of OPALS in bearer form ("Bearer OPALS"), delivered, directly or indirectly, within the United States
or to, or for the account or benefit of, any U. S. Person (as defined herein). Any sale or transfer in violation of this restriction will be void and of no effect and will not be binding upon or be
recognised by the Issuer and, under certain circumstances, may subject such OPALS to forfeiture. Upon redemption, holders of OPALS will be required to make a certification in respect of
non-U.S. beneficial ownership. For the purposes hereof, the term "United States" means the United States of America (including the States and District of Columbia), its territories, its
possessions and other areas subject to its jurisdiction and the term "U.S. Person" means (i) a citizen or resident of the United States, (ii) a corporation, partnership or other entity created
or organised under the laws of the United States or any political subdivision thereof, (iii) a trust or estate the income of which is subject to United States federal income taxation, regardless
of its source or (iv) from time to time, any person, corporation, partnership, trust, estate or other entity which then is treated or constructed to be a U.S. Person for the purposes of the
Investment Company Act.
No invitation may be made to the public in the Cayman Islands to subscribe for OPALS.
Each Series will be represented by a global security (the "Global Security") which will be deposited with a common depositary (the "Common Depositary") for Euroclear Bank SA/NV
("Euroclear") and Clearstream Banking, S.A. ("Clearstream, Luxembourg"). Definitive OPALS will not be issued. The purchase and transfer of OPALS may only be effected through an
account at Euroclear or Clearstream, Luxembourg.
In the case of Series of OPALS Basket OPALS, additional provisions appear at Appendix B hereto. In the case of Series of OPALS in respect of which the relevant Final Terms indicates that
cash redemption at the option of the Issuer is to apply, additional provisions appear at Appendix C hereto.
OPALS is a registered trademark of Morgan Stanley.
Arranged by:
MORGAN STANLEY
17 July 2020
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The Issuer accepts responsibility for the information contained in this Base Prospectus. To the best
of the knowledge and belief of the Issuer (which has taken all reasonable care to ensure that such is
the case), the information for which it accepts responsibility as aforesaid is in accordance with the
facts and does not omit anything likely to affect its import.
The Issuer confirms that the information contained in the section "Statements Regarding Certain
Index Providers" has been accurately reproduced from information provided by the relevant Index
provider. So far as the Issuer is aware and is able to ascertain from information published by the
relevant Index provider, no facts have been omitted which would render the reproduced information
inaccurate or misleading.
The aggregate amount of each Series, and the companies whose shares are initially included in the
Basket of Shares relating to that Series, will be set forth in final terms issued in relation to that Series
(the "Final Terms") which, with respect to each Series to be admitted to listing on the Official List
and traded on the Regulated Market of the Luxembourg Stock Exchange or any other stock
exchange, will be delivered to the Luxembourg Stock Exchange or that other stock exchange.
The Issuer will have the benefit of certain obligations assumed by the relevant Counterparty as more
particularly described under "Programme Documents Arrangements with the Counterparty and
Custody Provisions". The Counterparty may purchase or sell shares of companies in a Basket of
Shares from or to any reputable broker or dealer, including the Dealer or any of its affiliated
companies. Where the Counterparty is MSI plc, it may itself effect purchases or sales of shares
relating to the Basket of Shares.
The distribution of this Base Prospectus (and any Supplements hereto) and the offering of OPALS
in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus
(and any Supplements hereto) comes are required by the Issuer and the Dealer to inform themselves
about, and to observe, any such restrictions. For a further description of certain restrictions on
offering and sales of OPALS and on distribution of this Base Prospectus, see "Selling Restrictions".
See also "Investor Suitability".
OPALS may not at any time be offered, sold, transferred or delivered, directly or indirectly, within
the United States (as defined herein) or to, or for the account or benefit of, any U.S. Person (as defined
herein). Any sale or transfer in violation of this restriction will be void and of no effect and will not
be binding upon or be recognised by the Issuer and, under certain circumstances, may subject such
OPALS to forfeiture.
PROHIBITION OF SALES TO EEA AND UK RETAIL INVESTORS OPALS 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") or in the United Kingdom
("UK"). 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, 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 the Prospectus Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation") for offering or selling OPALS
or otherwise making them available to retail investors in the EEA or in the UK has been or will be
prepared and therefore offering or selling OPALS or otherwise making them available to any retail
investor in the EEA or in the UK may be unlawful under the PRIIPS Regulation.
For a further description of certain restrictions on offering and sales of OPALS, see "Selling
Restrictions".
OPALS will not be rated.
In connection with the issue, offer and sale of OPALS, no person is authorised to give any information
or to make any representation not contained in this Base Prospectus (or any Supplements hereto)
and neither the Issuer nor MSI plc in its capacity as the Dealer under the Programme accepts
responsibility for any information or representation not contained herein (or in any such
Supplements). Neither the delivery of this Base Prospectus (or any Supplements hereto) nor any sale

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made hereunder shall, in any circumstances, create any implication that there has been no change in
the affairs of the Issuer since the date of this Base Prospectus (or any Supplements hereto). This Base
Prospectus does not constitute, and may not be used for the purposes of, an offer or solicitation by
any person in any jurisdiction in which such offer or solicitation is not authorised or to any person
to whom it is unlawful to make such offer or solicitation and no action is being taken to permit an
offering of OPALS or the distribution of this Base Prospectus (or any Supplements hereto) in any
jurisdiction where such action is required.
MSI plc and any of its affiliates may acquire and/or maintain positions otherwise than in connection
with OPALS in shares of companies whose shares form part of a Basket of Shares or options or
futures contracts thereon or other contracts relating thereto and may at any time or from time to
time be engaged in or be interested in financial and other transactions with, and may act as custodian,
depositary, trustee or agent for, or provide investment banking services to, companies whose shares
form part of a Basket of Shares or any of them. MSI plc and any of its affiliates may maintain
positions in OPALS.
The Issuer has given an undertaking in connection with the admission of OPALS to the Official List
and trading on the Regulated Market of the Luxembourg Stock Exchange to the effect that, so long
as any OPALS will be offered under the Programme, in the event of any material adverse change in
its financial condition which is not reflected in this Base Prospectus, as supplemented, it will prepare
a Supplement to this Base Prospectus or publish a new base prospectus for use in connection with
any subsequent issue of OPALS to be admitted to listing on the Official List and trading on the
Regulated Market of the Luxembourg Stock Exchange.
Each Series of OPALS may be calculated by reference to certain reference rates. Any such reference
rate may constitute a benchmark for the purposes of Regulation (EU) 2016/1011 (the "Benchmarks
Regulation"). If any such reference rate does constitute such a benchmark, the Final Terms will
indicate whether or not the benchmark is provided by an administrator included in the register of
administrators and benchmarks established and maintained by the European Securities and Markets
Authority ("ESMA") pursuant to Article 36 (Register of administrators and benchmarks) of the
Benchmarks Regulation. Transitional provisions in the Benchmarks Regulation may have the result
that the administrator of a particular benchmark is not required to appear in the register of
administrators and benchmarks at the date of the Final Terms. The registration status of any
administrator under the Benchmarks Regulation is a matter of public record and, save where
required by applicable law, the Issuer does not intend to update the Final Terms to reflect any change
in the registration status of the administrator.
INVESTOR SUITABILITY
Prospective investors in a Series of OPALS should determine whether an investment in such Series is
appropriate in their particular circumstances and should consult with their legal, business and tax advisers
to determine the consequences of an investment in such Series and to arrive at their own evaluations of the
investment.
Investment in OPALS is only suitable for financially sophisticated investors who:
(1)
have the requisite knowledge and experience in financial and business matters to evaluate the
merits and risks of an investment in OPALS issued by the Issuer and the rights attaching to such
OPALS;
(2)
are capable of bearing the economic risk of an investment in OPALS issued by the Issuer until
redemption of such OPALS; and
(3)
are acquiring the OPALS for their own account for investment, not with a view to resale,
distribution or other disposition of the OPALS (subject to any applicable law requiring that the
disposition of the investor's property be within its control),
and who recognise that it may not be possible to make any transfer of the OPALS for a substantial period
of time, if at all.
The Issuer is not acting as any investor's financial advisor or in a fiduciary capacity in relation to OPALS.
No communication (written or oral) by the Issuer which is received by a potential investor in, or holder of,

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OPALS constitutes an assurance or guarantee as to the expected results or likely return under any Series of
OPALS.

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CONTENTS

Page
General Description of the Programme ........................................................................................................ 6
Risk Factors ................................................................................................................................................ 16
Form of Final Terms ................................................................................................................................... 27
Incorporation by Reference ........................................................................................................................ 35
Terms and Conditions of OPALS ............................................................................................................... 37
The Issuer ................................................................................................................................................... 58
The Counterparties ..................................................................................................................................... 60
Programme Documents .............................................................................................................................. 61
Potential Conflicts of Interest ..................................................................................................................... 66
Taxation ...................................................................................................................................................... 68
Selling Restrictions ..................................................................................................................................... 71
Statements Regarding Certain Index Providers .......................................................................................... 74
General Information ................................................................................................................................... 80
Documents Available for Inspection .......................................................................................................... 81
Appendix A-1 Financial Statements of the Issuer Morgan Stanley Capital (Cayman Islands) Limited
Year ended 31 December 2019 .................................................................................................................. 82
Appendix A-2 Financial Statements of the Issuer Morgan Stanley Capital (Cayman Islands) Limited
Year ended 31 December 2018 .................................................................................................................. 83
Appendix B Appendix Relating to the Issuance of OPALS BASKET OPALS ...................................... 84
Terms and Conditions of OB OPALS ........................................................................................................ 86
Appendix C Appendix to the Base Prospectus Relating to Cash Redemption ...................................... 107
Index of Defined Terms............................................................................................................................ 114

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GENERAL DESCRIPTION OF THE PROGRAMME
The following description of principal features does not purport to be complete and is taken from, and is
qualified in its entirety by, the remainder of this Base Prospectus and, in relation to the terms and conditions
of any particular Series of OPALS, the applicable Final Terms.
The terms and conditions applicable to a Series of OPALS will be the relevant Terms and Conditions, being
the "Terms and Conditions of OPALS" as completed by the Final Terms issued in relation to that Series.
Words and expressions defined in the relevant Terms and Conditions shall have the same meaning in this
description of the Programme.
The Issuer seeks to provide holders of a Series of OPALS with investment results that correspond generally
to those of the specified Benchmark Index by an indirect investment in a Basket of Shares. In order to
hedge its position in relation to each Series of OPALS, the Issuer will enter into arrangements with a
Counterparty pursuant to a Counterparty Agreement (as defined in "Programme Documents" below)
whereby the Issuer will pay to the Counterparty the proceeds of issue of the OPALS and the Counterparty
will, in the case of a Series in respect of which Morgan Stanley Capital (Luxembourg) S.A. is the
Counterparty, purchase the Basket of Shares to which the OPALS relate and, the Counterparty may, in the
case of a Series in respect of which MSI plc is the Counterparty, purchase the Basket of Shares to which
such OPALS relate, but under the Counterparty Agreement will in any event make payments and deliveries
by reference to a basket of shares based on such Basket of Shares.
The Shares in each Basket of Shares are selected either to replicate fully the relevant Benchmark Index or,
based on portfolio optimisation techniques, with a view to tracking the investment performance of the
relevant Benchmark Index. The Basket of Shares underlying a Series of OPALS may not contain all the
shares that comprise the relevant Benchmark Index and may, in some cases, contain securities that are not
included in the relevant Benchmark Index. The Issuer may, in its sole discretion, from time to time adjust
the composition of the Basket of Shares, in accordance with the relevant Terms and Conditions, to reflect
changes in the relevant Benchmark Index, with a view to tracking more closely the performance of the
relevant Benchmark Index and in certain other circumstances. In the case of Series of OPALS in respect of
which MSI plc is the Counterparty, MSI plc may adjust the composition of the basket of shares by reference
to which its obligations under the Counterparty Agreement in respect of such Series are determined. In the
case of such Series of OPALS, the Issuer may treat the making of an adjustment by MSI plc as evidence of
the existence of circumstances warranting an adjustment in respect of the relevant Basket of Shares and the
Issuer may make a corresponding adjustment.
The Final Terms for each Series of OPALS states the "Expected Annual Tracking Risk" for that Series as
of the date of the Final Terms. The Expected Annual Tracking Risk is, for any Series of OPALS, the
Issuer's assessment, based on both quantitative and qualitative analysis, of the likely range of variation,
after a one year period, between the annual investment performance of that Series of OPALS and the annual
investment performance of the Benchmark Index under normal market conditions (see "Programme
Documents Expected Annual Tracking Risk" below). The Issuer expects to make available on a regular
basis its current assessment of the Expected Annual Tracking Risk for each Series of OPALS. However,
there can be no assurance that the performance of a Series of OPALS will track the performance of the
relevant Benchmark Index within the range indicated by the Expected Annual Tracking Risk.
Issuer:
Morgan Stanley Capital (Cayman Islands) Limited.

Dealer:
Morgan Stanley & Co. International plc ("MSI plc")

Counterparty:
Morgan Stanley Capital (Luxembourg) S.A., MSI plc or such other
counterparty as may be specified in the relevant Final Terms and
any successor or replacement counterparty appointed pursuant to
the relevant Counterparty Agreement. Under the Terms and
Conditions of OPALS the Issuer may replace or substitute the
person for the time being appointed Counterparty from time to time
in respect of any outstanding Series.
Currencies:
Subject to compliance with all relevant laws, regulations and
directives and to all relevant consents being obtained, OPALS may

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be issued in U.S. dollars and any other currency agreed by the
Issuer and the Dealer.
Amount:
Up to U.S.$50,000,000,000 (or the equivalent in any other
currency at the date of initial issue of each Series of OPALS)
aggregate amount of OPALS outstanding at any one time unless
otherwise agreed by the Issuer and the Dealer. In the event that the
Maximum Amount of the Series specified in the applicable Final
Terms is not issued on the Initial Issue Date and the relevant Series
of OPALS is, or is to be, admitted to listing on the Official List and
traded on the Regulated Market of the Luxembourg Stock
Exchange, further OPALS of such Series shall only be issued at a
time when there is in existence a base prospectus or other
prospectus which is current for the purpose of admission to the
Official List and admission to trading on the Regulated Market of
the Luxembourg Stock Exchange of such further OPALS.
Issue Price:
OPALS may be issued at par or at a discount to or premium over
par.
Denominations:
OPALS may be issued in such denominations as may be agreed
between the Issuer and the Dealer and as specified in the relevant
Final Terms.
Public offers of OPALS and use
Any offer of OPALS in any Member State of the European
of proceeds:
Economic Area or the UK (each, a "Relevant State") will be made
pursuant to an exemption under the Prospectus Regulation, from
the requirement to publish a prospectus for offers of securities.
This Base Prospectus has been prepared for the purpose of
admission of OPALS to trading on the Regulated Market of the
Luxembourg Stock Exchange or any other regulated market for the
purposes of the Prospectus Regulation.
The Issuer will pay the proceeds of issue of the OPALS to the
Counterparty.
Selling Restrictions
EEA, United Kingdom, United States and People's Republic of
China and any other jurisdiction relevant to any Series. See
"Selling Restrictions".
Form of OPALS:
OPALS will be issued in Series with no minimum issue size save
where any laws, regulations or directives applicable to the OPALS
of such Series or to the Issuer require a minimum issue size.
OPALS issued in the same currency, with the same maturity date
and relating to a Basket of Shares comprised of the same number
of shares in the same companies will constitute a Series.

The specific terms of each Series will be set forth in the Final
Terms relating to that Series. Each Series shall be for a number of
OPALS up to the aggregate amount specified in the relevant Final
Terms. OPALS in a Series may be issued on one issue date or on
different issue dates. The Issuer may, without the consent of the
relevant holders create and issue further OPALS. Following the
creation of such further OPALS, the maximum amount of the
relevant Series shall be the aggregate of the maximum amount(s)
specified in the Final Terms(s) relating to such Series then in
existence.

OPALS may be issued in bearer form (the "Bearer OPALS") or
registered form (the "Registered OPALS"). Bearer OPALS may
only be issued if it has been determined that they are in registered

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form, or are not "registration required obligations", for U.S. federal
income tax purposes. Each Series will be represented by a Global
Security which may be, in the case of Bearer OPALS, a Global
Bearer Security or, in the case of Registered OPALS, a Global
Registered Security, deposited with a common depositary for
Euroclear and Clearstream, Luxembourg and/or any other relevant
clearing system and Registered OPALS shall be registered in the
name of a nominee for such depositary. Definitive OPALS will
not be issued. Interests in a Global Security will be transferable
in accordance with the rules and procedures for the time being of
the Euroclear and Clearstream, Luxembourg systems.
Maturities:
Subject to compliance with all relevant laws, regulations and
directives, OPALS will have maturity dates between one year from
the date on which OPALS of the relevant Series are first issued and
5 April 2023, subject to extension or postponement in accordance
with the relevant Terms and Conditions.
Basket of Shares:
Each OPALS in a Series will relate to a Basket of Shares selected
to track a Benchmark Index specified in the Final Terms relating
to that Series. Any such Benchmark Index shall not be provided
by the Issuer or a legal entity or a natural person acting in
association with, or on behalf of, the Issuer.
In certain circumstances, a Basket of Shares may include
depositary receipts in respect of shares (see "Depositary Receipts"
below).

The Basket of Shares underlying a Series of OPALS may not
contain all the shares that comprise the relevant Benchmark Index
and may, in some cases, contain securities that are not included in
the relevant Benchmark Index.
Redemption by a Holder of the
Holders of the specified Minimum Redeemable Amount of a
Minimum Redeemable Amount
Series of OPALS or an integral multiple thereof shall be entitled
of OPALS (or integral multiples on a specified date or dates during the term of the OPALS and on
thereof):
the Maturity Date of the OPALS to require their OPALS to be
redeemed by calling for delivery to them of the Basket of Shares
to which those OPALS relate provided that such holders may, at
the option of the Issuer, be required to pay to the Issuer all charges
and expenses incurred or liable to be incurred by or on behalf of
the Issuer in relation to the delivery of the relevant Basket of
Shares. A holder of the Minimum Redeemable Amount of a Series
of OPALS (or an integral multiple thereof) will also be entitled to
have his OPALS redeemed at any time during the term of the
OPALS by calling for delivery of the Basket of Shares to which
those OPALS relate provided that such holder may, at the option
of the Issuer, be required to pay to the Issuer an administration
charge of 0.50 per cent. (calculated on the market value of the
OPALS to be redeemed) plus all charges and expenses incurred or
liable to be incurred by or on behalf of the Issuer in relation to the
delivery of the relevant Basket of Shares. Redemption is subject
to compliance with any procedures prescribed by the Issuer
pursuant to, and is subject in certain circumstances to
postponement in accordance with, the relevant Terms and
Conditions.
Redemption by a Holder of less
A holder of less than the Minimum Redeemable Amount of a
than the Minimum Redeemable
Series of OPALS shall be entitled to have his OPALS redeemed
Amount of OPALS:
on the Maturity Date thereof by delivery of a due proportion of the
Shares forming part of the Basket of Shares to which his OPALS

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relate, provided that where the due proportion results in a fraction
of Shares or a number of Shares which is not deliverable in
accordance with the rules of the stock exchange or other trading
market on which such Shares are principally traded or settlement
system through which deliveries of such Shares are principally
settled (an "Undeliverable Share Quantity"), additional Shares
may be delivered to the holder so as to make the Undeliverable
Share Quantity into a deliverable quantity of Shares against
payment by the holder of an amount equal to the cost incurred or
liable to be incurred by or on behalf of the Issuer in purchasing
such additional Shares together with all charges and expenses
incurred or liable to be incurred by or on behalf of the Issuer in
relation to the delivery of such Shares to the holder. Redemption
is subject to compliance with any procedures prescribed by the
Issuer pursuant to, and is subject in certain circumstances to
postponement in accordance with, the relevant Terms and
Conditions.
Redemption at the option of the
If, in relation to a Series of OPALS, at any time the Issuer in its
Issuer:
absolute discretion determines that:

(a)
the then current market value of the outstanding amount
of such Series is less than U.S.$2,000,000;

(b)
the then outstanding number of OPALS in such Series is
less than 20,000; or

(c)
there has been or may be any change in law, regulation,
accounting or tax which, in the opinion of the Issuer,
adversely, or may adversely, affect the Issuer's or the
Counterparty's respective interests in respect of such
Series,

the Issuer may, in its absolute discretion, redeem all of the OPALS
in such Series by delivering the Basket of Shares to which those
OPALS relate, provided that where the number of Shares to
which the holder is entitled on such redemption is an Undeliverable
Share Quantity, additional Shares may be delivered to the holder
so as to make the Undeliverable Share Quantity into a deliverable
quantity of Shares against payment by the holder of an Additional
Amount together with all charges and expenses incurred or liable
to be incurred by or on behalf of the Issuer in relation to the
delivery of such Shares to the holder.
No Cash Redemption:
Except in the case of a Series of OPALS in respect of which the
relevant Final Terms indicates that cash redemption at the option
of the Issuer is to apply, holders of OPALS will not be entitled
to have their OPALS redeemed for cash.
Optional redemption for tax
If at any time after the issue of any OPALS (i) the Issuer is, or will
reasons:
be, required to make (or to increase the amount of) any withholding
or deduction from, or is, or will be, obliged to account (or to
account for an increased amount) in respect of, any payment of
income on such OPALS for or on account of any present or future
tax, duty or charge of whatsoever nature incurred or levied by or
on behalf of the Cayman Islands, any jurisdiction in which the
Issuer is treated as resident for taxation purposes or any jurisdiction
through which payments are made or Shares are delivered (or, in
each case, any political sub-division thereof or therein or any
authority thereof or therein) or (ii) the Counterparty is, or will be,
required to make (or to increase the amount of) any withholding or

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deduction from, or is, or will be, obliged to account (or to account
for an increased amount) in respect of, any payment under the
arrangements between the Issuer and the Counterparty for or on
account of any present or future tax, duty or charge of whatsoever
nature incurred or levied by or on behalf of the jurisdiction of
incorporation of the Counterparty, any jurisdiction in which the
Counterparty is treated as resident for taxation purposes or any
jurisdiction through which payments are made or Shares are
delivered (or, in each case, any political subdivision thereof or
therein or any authority thereof or therein), the Issuer shall be
entitled (but not bound) by not more than 60 and not less than 30
days' notice to redeem such OPALS by delivering to the holders of
the relevant OPALS the Shares to which the OPALS relate.
Stocklending and other
The Counterparty Agreement (as defined in "Programme
transactions:
Documents" below) permits the Counterparty to engage in
stocklending or other transactions in relation to the Shares
comprised in the Basket of Shares held by the Counterparty in
connection with its obligations under the Counterparty Agreement
on the basis that the net income (if any) deriving from such
transactions is to be shared equally between the Counterparty and
the Issuer.
Income:
Income on OPALS in a Series will be paid by the Issuer (after
deduction of costs, expenses and other sums as more particularly
described below) out of payments made to the Issuer by the
Counterparty under the arrangements between the Issuer and the
Counterparty.

Income on OPALS will be calculated by the Issuer on each date
specified in the relevant Final Terms for determination of the
amount of accrued income to be paid to holders of such OPALS
("Income Determination Date") (subject to adjustment as
referred to below). The amount so calculated will be notified by
the Issuer to those holders who were holders of record of such
OPALS on the relevant record date ("Record Date").

Such income will be calculated by reference to dividends and other
amounts payable by the Counterparty in respect of the Shares
comprising the Basket of Shares to which such OPALS relate and
interest and other amounts by reference to the Shares comprising
the Basket of Shares or in respect of cash or any other amounts
deriving from such Shares, in each case on or prior to the relevant
Income Determination Date, and not previously taken into account
by the Issuer in calculating the income on such OPALS, in each
case after deduction of all fees, taxes, charges, duties, costs and
expenses which the Issuer or Counterparty is entitled to deduct.
For this purpose, dividends and other amounts shall be treated as
payable on or prior to the relevant Income Determination Date if
the Share Record Date for the payment of such dividends and other
amounts in respect of such Shares falls on or prior to the Income
Determination Date. Dividends and other amounts payable after
the relevant Income Determination Date shall fall to be taken into
account on subsequent Income Determination Dates.

Amounts payable by the Counterparty in respect of Shares will
include amounts received as a result of corporate actions in respect
of such Shares including stock dividends, renounceable and
non-renounceable rights, warrants, spin-off shares, tenders and
offers, redemption and where the Counterparty sells any shares,
securities or rights received as a result of such corporate actions

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