Obligation Morgan Stanleigh 0% ( XS1398270824 ) en EUR

Morgan Stanleigh

100 % ⇌

Etats-unis

XS1398270824 ( en EUR )

20/10/2021 - Obligation échue

Prospectus brochure de l'obligation MORGAN STANLEY XS1398270824 en EUR 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 EUR, avec le code ISIN XS1398270824, paye un coupon de 0% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 20/10/2021

BASE PROSPECTUS DATED 19 July 2021
as issuer
(incorporated under the laws of the State of Delaware in the United States of America)
BASE PROSPECTUS FOR THE ISSUANCE OF NOTES, SERIES A AND SERIES B
UNDER THE REGULATION S PROGRAM FOR THE ISSUANCE OF NOTES, SERIES A
AND B, WARRANTS AND CERTIFICATES
This Base Prospectus
This document is a base prospectus ("Base Prospectus") prepared for the purposes of Article 8 of
Regulation (EU) 2017/1129 (the "Prospectus Regulation") for the purpose of the offering of Notes (as
described below) other than for Exempt Notes (as described below) from time to time. This Base
Prospectus should be read together with (i) any supplements to it from time to time, (ii) the information
incorporated by reference into it (see "Incorporation by Reference" below) and (iii) in relation to a
Tranche of Notes, the Final Terms or Pricing Supplement (described below) relating to that Tranche of
Notes. References in this Base Prospectus or the relevant Pricing Supplement to "Exempt Notes" are to
Notes for which no prospectus is required to be published under the Prospectus Regulation.
The information on any websites referred to herein does not form part of this Base Prospectus unless that
information is incorporated by reference into this Base Prospectus and has not been scrutinised or
approved by the competent authority.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its
capacity as competent authority under the Luxembourg law of 16 July 2019 on prospectuses for securities
(the "Luxembourg Law on Prospectuses") to approve this document as a base prospectus for the
purposes of Article 3 of the Prospectus Regulation. 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 an endorsement of the Issuer or the quality of the
Notes that are the subject of this Base Prospectus and investors should make their own assessment as to
the suitability of investing in the Notes. Pursuant to Article 6(4) of the Luxembourg Law on Prospectuses
for securities, by approving this Base Prospectus, the CSSF gives no undertaking as to, and assumes no
responsibility for, the economic and financial characteristics of the Notes or the quality and solvency of
the Issuer.
Application has also been made to the Luxembourg Stock Exchange for the approval of this Base
Prospectus with respect to Exempt Notes as a base prospectus for the purposes of the Luxembourg Law
on Prospectuses. The CSSF has neither approved nor reviewed information contained in this Base
Prospectus in connection with the issue of any Exempt Notes.
Application has been made to the Luxembourg Stock Exchange for Series A Notes issued under the
Program to be admitted to trading on the regulated market (the "Regulated Market") or Euro MTF
market (the "Euro MTF Market") of the Luxembourg Stock Exchange and to be listed on the Official
List of the Luxembourg Stock Exchange. The Regulated Market is a regulated market for the purposes
of Directive 2014/65/EU of the European Parliament and of the Council on markets in financial
instruments (as amended, "MiFID II"). The Luxembourg Stock Exchange's Euro MTF market is not a
regulated market for the purposes of MiFID II).
References in this Base Prospectus to Series A Notes being listed (and all related references) shall mean
that such Notes have been admitted to the Official List of the Luxembourg Stock Exchange and to trading
on the Regulated Market or Euro MTF market of the Luxembourg Stock Exchange or, as the case may
be, listed and admitted to trading on such other or further stock exchange(s) as the Issuer and any
Distribution Agent may agree. The Issuer may also issue Series B Notes pursuant to this Base Prospectus
which will not be listed or admitted to trading and may be offered to the public in the European Economic
Area or the United Kingdom other than in circumstances where an exemption is available under Article
1.4 of the Prospectus Regulation or Article 1.4 of the Prospectus Regulation as it forms part of "retained
EU law" as defined in the European Union (Withdrawal) Act 2018 (the "EUWA") (the "UK
Prospectus Regulation").

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 and will expire on 19 July 2022. 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 Notes or the Notes being admitted to trading on a regulated
market, whichever occurs later.
The information on any websites referred to herein does not form part of this Base Prospectus unless that
information is incorporated by reference into the Base Prospectus and has not been scrutinised or
approved by the competent authority.
The Program
Morgan Stanley ("Morgan Stanley"), Morgan Stanley & Co. International plc ("MSI plc") and Morgan
Stanley B.V. ("MSBV") established the Regulation S Program for the Issuance of Notes, Series A and
B, Warrants and Certificates (the "Program"). Under the Program, each of Morgan Stanley, MSI plc
and MSBV may offer from time to time Series A Notes and Series B Notes (together the "Notes issued
under the Program"), Warrants (the "Warrants") and Certificates (the "Certificates", and together
with the Notes issued under the Program and the Warrants, the "Program Securities"). Only certain of
the Notes issued under the Program are described in this Base Prospectus, being those issued pursuant to
the Issue and Paying Agency Agreement (as defined under "General Description of the Notes" below)
(hereafter referred to collectively as the "Notes"). For the avoidance of doubt, (i) this Base Prospectus
does not relate to or describe any Program Securities other than Series A Notes and Series B Notes that
Morgan Stanley may issue pursuant to the Issue and Paying Agency Agreement and (ii) Morgan Stanley
may from time to time issue Series A Notes and Series B Notes, pursuant to the Issue and Paying Agency
Agreement or otherwise (including under an indenture), through means other than this Base Prospectus.
The Notes
Under this Base Prospectus, securities in the form of Notes may be offered.
Conditions of the Notes
The terms and conditions applicable to a Tranche of Notes (the "Conditions") are the Terms and
Conditions (set out in the section entitled "Terms and Conditions of the Notes" below) as completed by
the applicable Final Terms or Pricing Supplement (described below).
Final Terms and Pricing Supplement
A "final terms" document (the "Final Terms") or pricing supplement (the "Pricing Supplement") will
be prepared in respect of each Tranche of Notes. The Final Terms or Pricing Supplement will complete
the Terms and Conditions in relation to such Notes. Notice of the aggregate nominal amount of Notes,
interest (if any) payable in respect of the Notes, the issue price of the Notes and certain other information
which is applicable to each Tranche of Notes will be set out in such Final Terms, which will be filed with
the CSSF, or such Pricing Supplement. The Final Terms or Pricing Supplement therefore contains vital
information in regard to the Notes. Copies of Final Terms or Pricing Supplements in relation to Series A
Notes to be listed on the Luxembourg Stock Exchange will also be available on the website of the
Luxembourg Stock Exchange (www.bourse.lu). Copies of Final Terms which are required to be made
available
to
the
public
in
relation
to
Series
B
Notes
will
be
available
at
http://sp.morganstanley.com/EU/Documents.
The Issuer
The issuer (the "Issuer") of Notes under this Base Prospectus from time to time will be Morgan Stanley.
Information on the Issuer is included in this Base Prospectus, including information incorporated by
reference.
Status of the Notes
The Notes are unsecured and unsubordinated obligations of the Issuer and not of any affiliate of the
Issuer. The Notes are not deposits or savings accounts and are not insured by the United States of America
("U.S.") Federal Deposit Insurance Corporation or any other governmental agency or instrumentality or
deposit protection scheme anywhere, nor are they obligations of, or guaranteed by, a bank.
2

Return on the Notes
The interest payments on the Notes may depend on the performance of one or more of any of the
following types of underlying reference assets: interest rates, swap rates and inflation indices, as specified
in the applicable Final Terms. In addition, if "Accrued Value" is specified as being applicable in respect
of a Note in the applicable Final Terms or Pricing Supplement, the principal amount payable upon
redemption will be determined by reference to a formula as further specified in the Conditions and the
applicable Final Terms or Pricing Supplement. For the avoidance of doubt, the final redemption amount
in respect of such Notes will not be less than 100 per cent.
Benchmarks Regulation: Article 29(2) statements on benchmarks
Amounts payable under the Notes may be calculated by reference to (i) the Euro Interbank Offered Rate
("EURIBOR"), (ii) the London Interbank Offered Rate ("LIBOR"), (iii) any CMS Reference Rate (as
defined in Condition 2, and determined in accordance with Condition 6.7 (CMS Rate Determination), of
"Terms and Conditions of the Notes"), (iv) SOFR (as defined in Condition 6.8 (Provisions specific to
SOFR as a Reference Rate) of "Terms and Conditions of the Notes"), (v) SONIA (as defined in
Condition 6.9 (Provisions specific to SONIA as a Reference Rate) of "Terms and Conditions of the
Notes"), (vi) STR (as defined in Condition 6.10 (Provisions specific to STR as a Reference Rate) of
"Terms and Conditions of the Notes"), (vii) SARON (as defined in Condition 6.11 (Provisions specific
to SARON as a Reference Rate) of "Terms and Conditions of the Notes"), (viii) TONA (as defined in
Condition 6.12 (Provisions specific to TONA as a Reference Rate) of "Terms and Conditions of the
Notes") or (ix) one or more other specific indices or price sources or a combination of indices or price
sources.
EURIBOR is provided by the European Money Markets Institute ("EMMI"). As at the date of this Base
Prospectus, EMMI appears on the register of administrators and benchmarks established and maintained
by the European Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU)
2016/1011 of the European Parliament and of the Council on indices used as benchmarks in financial
instruments and financial contracts or to measure the performance of investment funds (the
"Benchmarks Regulation").
LIBOR is provided by the ICE Benchmark Administration Limited ("ICE"). As at the date of this Base
Prospectus, ICE does not appear on the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation. As far as the Issuer is aware,
the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that ICE is not
currently required to obtain authorisation or registration (or, if located outside the European Union,
recognition, endorsement or equivalence).
A CMS Reference Rate is a constant maturity swap rate, calculated on a fixed-to-floating basis by
reference to an underlying floating rate (the "Base Rate") that can in itself constitute a "benchmark"
for the purposes of the Benchmarks Regulation.
SOFR and SOFR Index are provided by the Federal Reserve Bank of New York (the "New York Federal
Reserve"). As at the date of this Base Prospectus, the New York Federal Reserve does not appear on the
register of administrators and benchmarks established and maintained by ESMA pursuant to Article 36
of the Benchmarks Regulation.
SONIA and SONIA Index are provided by the Bank of England. As at the date of this Base Prospectus,
the Bank of England does not appear on the register of administrators and benchmarks established and
maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation.
STR and STR Index are provided by the European Central Bank. As at the date of this Base Prospectus,
the European Central Bank does not appear on the register of administrators and benchmarks established
and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation.
TONA is provided by the Bank of Japan. As at the date of this Base Prospectus, the Bank of Japan does
not appear on the register of administrators and benchmarks established and maintained by ESMA
pursuant to Article 36 of the Benchmarks Regulation.
As far as the Issuer is aware the New York Federal Reserve, as administrator of SOFR and SOFR Index,
the Bank of England, as administrator of SONIA and SONIA Index, the European Central Bank, as
administrator of STR and STR Index and the Bank of Japan, as administrator of TONA, are not
required to be registered by virtue of Article 2 of the Benchmarks Regulation.
3

SARON and SAION Index are provided by SIX Financial Information AG and are endorsed for use in
the European Union by SIX Financial Information Nordic AB. As at the date of this Base Prospectus,
SIX Financial Information Nordic AB appears on the register of administrators and benchmarks
established and maintained by ESMA pursuant to Article 36 of the Benchmarks Regulation.
TONA Index is provided by QUICK Corp. As at the date of this Base Prospectus, QUICK Corp. does
not appear on the register of administrators and benchmarks established and maintained by ESMA
pursuant to Article 36 of the Benchmarks Regulation. As far as the Issuer is aware, the transitional
provisions in Article 51 of the Benchmarks Regulation apply, such that QUICK Corp. is not currently
required to obtain authorisation or registration (or, if located outside the European Union, recognition,
endorsement or equivalence).
Similarly, any other index or price source by reference to which amounts payable under the Notes are
calculated may also constitute a "benchmark" for the purposes of the Benchmarks Regulation.
In cases where amounts payable under the Notes are calculated by reference to a CMS Reference Rate
or one or more other indices or price sources that is not one of LIBOR, EURIBOR, SOFR, SOFR Index,
SONIA, SONIA Index, STR, STR Index, SARON, SAION Index, TONA or TONA Index, the relevant
Final Terms or Pricing Supplement will specify:

the name of each index or price source so referenced;

the legal name of the administrator of each such index or price source; and

whether or not the legal name of the administrator of each such index or price source appears
on the register of administrators and benchmarks established and maintained by ESMA pursuant
to Article 36 of the Benchmarks Regulation.
Not every index or price source will fall within the scope of the Benchmarks Regulation. Furthermore,
where an index or price source does fall within the scope of the Benchmarks Regulation, the transitional
provisions in Article 51 or the provision of Article 2 of the Benchmarks Regulation, , as the case may be,
may apply, such that the administrator of such index or price source is not at the date of the relevant Final
Terms or Pricing Supplement required to obtain authorisation/registration (or, if located outside the
European Union recognition, endorsement or equivalence).
The registration status of any administrator under the Benchmarks Regulation is a matter of public record
and, save where required by applicable law, the relevant Issuer does not intend to update the relevant
Final Terms or Pricing Supplement to reflect any change in the registration status of the administrator.
Risk Factors
Payments under the Notes are subject to the credit risk of the Issuer. Investing in the Notes involves risks.
Before purchasing the Notes, you should carefully consider, in particular, "Risk Factors Relating to the
Notes" below.
4

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

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

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

understand thoroughly the terms of the Notes and are familiar with the behaviour of the relevant
interest rate, swap rate or inflation index, if any, and financial markets;

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

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

are able to evaluate (either alone or with the help of a financial and legal adviser) possible
scenarios for economic, interest rate and other factors that may affect the potential investor's
investment and its ability to bear the applicable risks.
A potential investor should not invest in any Notes unless such potential investor has the expertise (either
alone or with a financial and legal adviser) to evaluate how the Notes will perform under changing
conditions, the resulting effects on the value of the Notes and the impact this investment will have on the
potential investor's overall investment portfolio. The Issuer and Morgan Stanley & Co. International plc,
as Distribution Agent, as well as any other affiliate involved in the issuance, offer or sale of the Notes,
each disclaim any responsibility to advise prospective purchasers of any matters arising under the laws
of the country in which they reside that may affect the purchase of, or holding of, or the receipt of
payments on, the Notes.
Investing in the Notes involves risks. See the section entitled "Risk Factors Relating to the Notes"
below.
Important U.S. securities and tax law considerations
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE
SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE U.S. THE NOTES
MAY NOT BE OFFERED OR SOLD AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN
THE U.S. OR TO OR FOR THE ACCOUNT OR BENEFIT OF ANY PERSON WHO IS A U.S.
PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT).
In order to avoid U.S. withholding taxes, the beneficial owner of a Note (or a financial institution
holding the Note on behalf of the beneficial owner that is not a U.S. person) is required under
current law to comply with certain tax identification and certification requirements, generally by
furnishing the appropriate U.S. Internal Revenue Service Form W-8 on which the beneficial owner
certifies under penalty of perjury that it is not a United States person and meets the criteria for
exemption from such withholding taxes. Certain tax identification and certification requirements
apply as well to holders of Notes with respect to "FATCA" as more fully described under "United
States Federal Taxation".
i

Each investor must comply with all applicable laws and regulations in each country or jurisdiction
in or from which the investor purchases, offers, sells or delivers the Notes or has in the investor's
possession or distributes this Base Prospectus or any accompanying Final Terms or Pricing
Supplement.
No deposits and no deposit protection insurance
THE NOTES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY
THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR DEPOSIT PROTECTION
SCHEME ANYWHERE, NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A
BANK.
No or limited secondary market
Potential investors should be willing to hold the Notes until maturity. The nature and extent of any
secondary market in the Notes cannot be predicted and there may be little or no secondary market
in the Notes. If Morgan Stanley & Co. International plc or other affiliate of the Issuer does make
a market for the Notes, it may cease to do so at any time.
Currency definitions
All references in this Base Prospectus to "Sterling", "GBP" and "£" are to the lawful currency of
the United Kingdom, all references to "U.S. dollars", "US$", "U.S.$" and "$" are to the lawful
currency of the United States of America, all references to "Japanese Yen" and "¥" are to the
lawful currency of Japan, all references to "Australian dollars" and "AUD" are to the lawful
currency of the Commonwealth of Australia, all references to "New Zealand dollars" and "NZD"
are to the lawful currency of New Zealand, all references to "Renminbi" or "CNY" are to the
lawful currency of the People's Republic of China (which, for the purpose of this Base Prospectus,
shall exclude the Hong Kong Special Administrative Region of the People's Republic of China, the
Macau Special Administrative Region of the People's Republic of China and Taiwan) and all
references to "euro", "EUR" and "" are to the lawful single currency of the member states of the
European Union who have adopted and continue to retain a common single currency through
monetary union in accordance with European Union treaty law (as amended from time to time).
Language
The language of this Base Prospectus is English. Certain legislative references and technical terms
have been cited in their original language in order that the correct technical meaning may be
ascribed to them under applicable law.
U.S. securities disclosures
IN MAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED
BY ANY U.S. FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT
CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE
IN THE U.S.
Stabilisation legend
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE
PROGRAM PURSUANT TO THIS BASE PROSPECTUS, ANY DISTRIBUTION AGENT OR
ANY OTHER AGENT SPECIFIED FOR THAT PURPOSE IN THE APPLICABLE FINAL
TERMS OR PRICING SUPPLEMENT AS THE STABILISATION MANAGER (OR ANY
PERSON ACTING FOR THE STABILISATION MANAGER) MAY OVER-ALLOT OR
EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF ANY
OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE
PREVAIL FOR A LIMITED PERIOD. HOWEVER, STABILISATION MAY NOT
NECESSARILY OCCUR. ANY STABILISATION ACTION MAY BEGIN ON OR AFTER THE
DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER
OF THE RELEVANT TRANCHE OF NOTES IS MADE AND, IF COMMENCED, MAY CEASE
AT ANY TIME, BUT MUST BE BROUGHT TO AN END NO LATER THAN THE EARLIER
ii

OF 30 DAYS AFTER THE ISSUE DATE OF THE RELEVANT TRANCHE OF NOTES AND 60
DAYS AFTER THE DATE OF THE ALLOTMENT OF THE RELEVANT TRANCHE OF
NOTES. ANY STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED
BY THE RELEVANT STABILISATION MANAGER (OR ANY PERSON ACTING FOR THE
STABILISATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND
RULES.
Defined Terms
See the "Index of Defined Terms" at the end of this document for a list of defined terms and where they
are defined in this Base Prospectus.
iii

Important Information
IMPORTANT INFORMATION
This Base Prospectus comprises a base prospectus for the purposes of the Prospectus Regulation
in respect of Series A and Series B Notes issued by Morgan Stanley pursuant to the Issue and
Paying Agency Agreement and under the Program.
The Issuer accepts responsibility for the information contained in this Base Prospectus and the
Final Terms or Pricing Supplement for each Tranche of Notes issued under the Program pursuant
to this Base Prospectus. To the best of the knowledge of the Issuer, the information contained in
this Base Prospectus is in accordance with the facts and does not omit anything likely to affect the
import of such information.
This Base Prospectus is to be read in conjunction with all documents which are deemed to be
incorporated in it by reference (see "Incorporation by Reference"). This Base Prospectus shall be
read and construed on the basis that those documents are incorporated and form part of this Base
Prospectus.
Morgan Stanley & Co. International plc, as Distribution Agent (or any affiliate thereof involved in
the issuance, offer or sale of the Notes), has not independently verified the information contained
herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and
no responsibility or liability is accepted by the Distribution Agent (or any affiliate thereof involved
in the issuance, offer or sale of the Notes) as to the accuracy or completeness of the information
contained or incorporated in this Base Prospectus or any other information provided by Morgan
Stanley in connection with the Program. The Distribution Agent (or any affiliate thereof involved
in the issuance, offer or sale of the Notes) does not accept any liability in relation to the information
contained or incorporated by reference in this Base Prospectus or any other information provided
by the Issuer in connection with the Program.
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Program or the Notes and, if given or made, such
information or representation must not be relied upon as having been authorised by the Issuer or
the Distribution Agent (or any affiliate thereof involved in the issuance, offer or sale of the Notes).
Neither this Base Prospectus nor any other information supplied in connection with the Program
or any Notes (a) is intended to provide the basis of any credit or other evaluation or (b) should be
considered as a recommendation by the Issuer or the Distribution Agent (or any affiliate thereof
involved in the issuance, offer or sale of the Notes) that any recipient of this Base Prospectus or any
other information supplied in connection with the Program or any Notes should purchase any
Notes. Each investor contemplating purchasing any Notes should make its own independent
investigation of the financial condition and affairs, and its own appraisal of the creditworthiness,
of the Issuer. Neither this Base Prospectus nor any other information supplied in connection with
the Program or the issue of any Notes constitutes an offer or invitation by or on behalf of the Issuer
or the Distribution Agent (or any affiliate thereof involved in the issuance, offer or sale of the Notes)
to any person to subscribe for or to purchase any Notes.
Neither the Distribution Agent (or any affiliate thereof involved in the issuance, offer or sale of the
Notes) nor the Issuer makes any representation to any investor in the Notes regarding the legality
of its investment under any applicable laws. Any investor in the Notes should be able to bear the
economic risk of an investment in the Notes for an indefinite period of time.
Neither the delivery of this Base Prospectus nor the offering, sale or delivery of any Notes shall in
any circumstances imply that the information contained in it concerning the Issuer is correct at
any time subsequent to its date or that any other information supplied in connection with the
Program is correct as of any time subsequent to the date indicated in the document containing the
same. The Distribution Agent (or any affiliate thereof involved in the issuance, offer or sale of the
Notes) expressly does not undertake to review the financial condition or affairs of the Issuer during
the term of the Program or to advise any investor in Notes issued under the Program pursuant to
this Base Prospectus of any information coming to their attention.
MiFID II product governance/target market: The Final Terms or Pricing Supplement in respect
of any Notes may include a legend entitled "MiFID II Product Governance" which will outline the
target market assessment in respect of the Notes and which channels for distribution of the Notes
are appropriate. Any person subsequently offering, selling or recommending the Notes (a
iv

"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.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID
product governance rules under EU Delegated Directive 2017/593 (the "MiFID Product
Governance Rules"), any dealer subscribing for any Notes is a manufacturer in respect of such
Program Securities, but otherwise neither dealer(s) nor any of its respective affiliates will be a
manufacturer for the purpose of the MiFID Product Governance Rules.
UK MiFIR product governance/target market: The Final Terms or Pricing Supplement in respect
of any Notes may include a legend entitled "UK MiFIR Product Governance" which will outline
the target market assessment in respect of the Notes and which channels for distribution of the
Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a
"distributor") should take into consideration the target market assessment: however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK MiFIR Product Governance Rules") is responsible for undertaking its own target market
assessment is respect of the Notes (by either adopting or refining the target market assessment)
and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the UK
MiFIR Product Governance Rules, any dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise neither dealer(s) nor any of its respective affiliates will be a
manufacturer for the purpose of the UK MiFIR Product Governance Rules.
PRIIPs/IMPORTANT EEA RETAIL INVESTORS: If the Final Terms or Pricing Supplement
in respect of any Notes includes a legend entitled "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 EEA. For these purposes, a
retail investor in the EEA means a person who is one (or more) of:
(a)
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended
("MiFID II");
(b)
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
(c)
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 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.
UK PRIIPs/IMPORTANT UK RETAIL INVESTORS - If the Final Terms or Pricing
Supplement in respect of any Notes includes a legend entitled "Prohibition of Sales to UK Retail
Investors", the Notes are not intended to be offered, sold or otherwise made available to and should
be offered, sold or otherwise made available to any retail invest in the United Kingdom (the "UK").
For these purposes, a retail investor in the UK means a person who is one (or more) of:
(a)
a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of "retained EU law", as defined in the EUWA;
(b)
a customer within the meaning of the provisions of the Financial Services and Markets
Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, 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
"retained EU law", as defined in the EUWA; or
(c)
not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms
part of "retained EU law", as defined in the EUWA.
Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms
part of "retained EU law", as defined in the EUWA (the "UK PRIIPs Regulation") for offering or
v

selling the Notes or otherwise making them available to retail investors in the UK has been or will
be prepared and therefore offering the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.
vi