Obligation Morgan Stanley Financial 0% ( XS2175210090 ) en ZAR

Morgan Stanley Financial

100 % ⇌

Etas-Unis

XS2175210090 ( en ZAR )

30/12/2035

Prospectus brochure de l'obligation Morgan Stanley Finance XS2175210090 en ZAR 0%, échéance 30/12/2035

20 000 ZAR

100 000 000 ZAR

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

L'Obligation émise par Morgan Stanley Financial ( Etas-Unis ) , en ZAR, avec le code ISIN XS2175210090, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/12/2035

MIFID II PRODUCT GOVERNANCE/ RETAIL INVESTORS/ PROFESSIONAL INVESTORS
AND ECPS TARGET MARKET:
SOLELY FOR THE PURPOSES OF THE MANUFACTURER'S PRODUCT APPROVAL PROCESS,
THE TARGET MARKET ASSESSMENT IN RESPECT OF THE NOTES HAS LED TO THE
CONCLUSION THAT:
(A)
THE TARGET MARKET FOR THE NOTES IS ELIGIBLE COUNTERPARTIES AND
PROFESSIONAL CLIENTS AND RETAIL CLIENTS, EACH AS DEFINED IN MIFID II;
AND
(B)
ALL CHANNELS FOR DISTRIBUTION OF THE NOTES ARE APPROPRIATE.
ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NOTES (A
"DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURER'S 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 MANUFACTURER'S TARGET MARKET
ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

Final Terms dated 30 December 2020
MORGAN STANLEY FINANCE LLC
Legal Entity Identifier (LEI): 5493003FCPSE9RKT4B56
Issue of ZAR 20,000,000 Zero Coupon Notes
Guaranteed by Morgan Stanley
under the Regulation S Program for the Issuance of Notes, Series A and Series B, Warrants and
Certificates
PART A CONTRACTUAL TERMS
This document constitutes Final Terms relating to the issue of Notes described herein.
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of
the Notes set forth in the Base Prospectus dated 16 July 2020 and the supplements dated 29 July 2020, 18
August 2020, 14 October 2020, 23 October 2020 and 17 November 2020 to the Base Prospectus which
together constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus
Regulation (Regulation (EU) 2017/1129) (the "Prospectus Regulation"). This document constitutes the
Final Terms of the Notes described herein for the purposes of Article 8 of the Prospectus Regulation and
must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer,
the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final
Terms and the Base Prospectus. However, a summary of the Issue is annexed to these Final Terms. Copies
of the Base Prospectus and any supplement(s) thereto are available from the offices of Morgan Stanley &
Co. International plc at 25 Cabot Square, Canary Wharf, London, E14 4QA and on the Issuers' website at
http://sp.morganstanley.com/EU/Documents and copies of the Base Prospectus and any supplement(s)
thereto and these Final Terms are available on the website of the Luxembourg Stock Exchange at
www.bourse.lu.
1.
(i)
Series Number:
K0246

(ii) Series Designation:
Series A

(iii) Tranche Number:
1

2.
Specified Currency or
South African Rand ("ZAR")

Currencies:

1

3.
Aggregate Nominal Amount of the ZAR 20,000,000

Notes:

(i)
Series:
ZAR 20,000,000

(ii) Tranche:
ZAR 20,000,000

4.
Issue Price
29.823648 per cent. of par per Note

5.
(i)
Specified Denominations ZAR 20,000.

(Par):

(ii) Calculation Amount:
ZAR 20,000.

6.
(i)
Issue Date:
30 December 2020.

(ii) Interest
Commencement Not Applicable

Date:
7.
Maturity Date:
Scheduled Maturity Date is 30 December 2035.

8.
Specified Day(s):
Not Applicable

9.
(i) Supplementary Provisions for Not Applicable

Belgian Securities:
(ii) Minimum Redemption

Not Applicable

Amount:
10.
Strike Date:
Not Applicable

11.
Interest Basis:
Zero Coupon

12.
Redemption/Payment Basis:
Paragraph 1.15 (Redemption at Maturity) of Section 2

of the Additional Conditions is applicable.

Specified Rate: 100 per cent.

13.
Put/Call Options:

(i)
Redemption at the option of Not Applicable

the Issuer:

(General Condition 16.5)

(ii) Redemption at the option of Not Applicable

the Noteholders:

(General Condition 16.7)

14.
Automatic Change of Interest Not Applicable

Basis:

2

15.
Method of distribution:
Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

16.
Fixed Rate Note Provisions
Not Applicable

17.
Floating Rate Note Provisions
Not Applicable

18.
Range Accrual Notes:
Not Applicable

19.
Barrier Notes:
Not Applicable

20.
Steepener Notes:
Not Applicable

21.
Digital Option Notes:
Not Applicable

22.
Inverse Floater Notes:
Not Applicable

23.
Switchable Notes:
Not Applicable

24.
Zero Coupon Note Provisions
Applicable

(General Condition 7)

(i)
Accrual Yield:
8.40 per cent. per annum

(ii)
Reference Price:
29.823648 per cent.

PROVISIONS RELATING TO REDEMPTION

25.
Call Option
Not Applicable

26.
Put Option
Not Applicable

27.
(i)
Early Redemption
An amount per Calculation Amount determined by the
Amount upon Event of Determination Agent in accordance with General
Default (General
Condition 16.8 (Early Redemption of Zero Coupon
Condition 21):
Notes). For these purposes, the Accrual Yield is 8.40
per cent. and the Reference Price is 29.823648 per
cent.
(ii)
Early Redemption
As per item 27(i) above.

Amount (Tax) upon
redemption pursuant
to Condition 16.2 (Tax
Redemption Morgan
Stanley and MSFL
Notes).
28.
Inconvertibility Event
Not Applicable

Provisions:

3

29.
Automatic Early Redemption Not Applicable

Event
GENERAL PROVISIONS APPLICABLE TO THE NOES

30.
Form of Notes:
Registered Notes:

(General Condition 3)
Global Note Certificate registered in the name of a
nominee for a common depositary for Euroclear and
Clearstream, Luxembourg, exchangeable for
Individual Note Certificates at any time in the limited
circumstances described in the Global Note
Certificate.
31.
Additional Business Centre(s)
New York, Johannesburg, London and Taipei

or other special provisions
relating to Payment Dates:
32.
Record Date:
As set out in the General Conditions

33.
Redenomination,
Not Applicable

renominalisation and
reconventioning provisions:
34.
Taxation:

(i)
General Condition 20.1:
"Additional Amounts" is Not Applicable

(ii)
General Condition 20.3:
Implementation of Financial Transaction Tax Event is
Not Applicable
35.
CNY Centre:
Not Applicable

36.
Illegality and Regulatory

Event:
(General Condition 22)

(i)
Illegality and
Applicable

Regulatory Event
(General Condition 22):

(ii)
Early Redemption
As per item 27(i) above.

Amount (Illegality and
Regulatory Event):
37.
Relevant Rates Benchmark
Administrator/Benchmark Event: applicable for

Discontinuance or Prohibition
General Condition 6.17(c): Not Applicable
on use (General Condition
6.17)
38.
Index Cancellation or
Benchmark Trigger Provisions are Not Applicable

Administrator/ Benchmark
Event (General Condition
Alternative Pre-nominated Index: None
9.2(b))
39.
Redemption for Index
Benchmark Trigger Provisions are Not Applicable

Adjustment Event:

4

(General Condition 9.2(d))
Alternative Pre-nominated Index: None

40.
Merger Event or Tender
Not Applicable

Offer:

(General Condition 9.4(a))
41.
Nationalisation, Insolvency and Not Applicable

Delisting:

(General Condition 9.4(b))
42.
Extraordinary ETF Events:
Not Applicable

(General Condition 9.5)
43.
Additional Disruption Events:
Not Applicable

(General Condition 9.6)

44.
Partial Lookthrough
Not Applicable

Depositary Receipt Provisions:

(General Condition 9.7)
45.
Full Lookthrough Depositary
Not Applicable

Receipt Provisions:

(General Condition 9.8)
46.
Administrator/Benchmark
Benchmark Trigger Provisions are Not Applicable

Events (General Condition
10.4)
Alternative Pre-nominated Index: None
47.
Commodity Disruption Events
Not Applicable

(General Condition 10.6)
48.
Commodity Index Cancellation Benchmark Trigger Provisions are Not Applicable

or Administrator/Benchmark
Event Date (General Condition
Alternative Pre-nominated Index: None
10.7(b))
49.
Redemption for Commodity
Benchmark Trigger Provisions are Not Applicable

Index Adjustment Event
(General Condition 10.7(d))
Alternative Pre-nominated Index: None
50.
Additional Disruption Events:
Not Applicable

(General Condition 10.8)
51.
Administrator/Benchmark
Not Applicable

Events (General Condition
11.5)
52.
Additional Disruption Events:
Not Applicable

(General Condition 11.6)
53.
Cessation of Publication
Not Applicable

(General Condition 12.2)

5

54.
Additional Disruption Events:
Not Applicable

(General Condition 12.7)

55.
CNY Disruption Events:
Not Applicable

(General Condition 34)
56.
Substitution of Issuer or
Not Applicable
Guarantor with non Morgan
Stanley Group entities:
(General Condition 35.2)
DISTRIBUTION
57.
(i)
If syndicated, names of Not Applicable
Managers: and names
and addresses of the
entities agreeing to place
the issue without a firm
commitment or on a
"best efforts" basis if
such entities are not the
same as the Managers.)

(ii)
Date of Subscription Not Applicable
Agreement:

(iii)
Stabilising Manager(s) Not Applicable
(if any):
58.
If non-syndicated, name and Morgan Stanley & Co. International plc, 25 Cabot Square,
address of dealer:
Canary Wharf, London, E14 4QA
59.
Non-exempt Offer and Offer Not Applicable
Period:

60.
Total commission and
No fees will be paid by the Issuer or Morgan Stanley & Co.
concession:
International plc, directly or indirectly, in connection with
any advised sale of Notes
Taxation
A Non-U.S. Holder (as defined in the Base Prospectus) should review carefully the section entitled "United
States Federal Taxation" in the Base Prospectus.
Potential Section 871(m) Transaction
Please see paragraph 9 of Part B Other Information of these Final Terms for additional information
regarding withholding under Section 871(m) of the Code.

Signed on behalf of the Issuer:
By
..............................................................
Duly authorised

6

PART B OTHER INFORMATION
1.
LISTING AND ADMISSION TO TRADING

Listing and admission to Application has been made by the Issuer (or on its
Trading:
behalf) for the Notes to be admitted to trading on the
Luxembourg Stock Exchange's Regulated Market and
to be listed on the official list of the Luxembourg Stock
Exchange with effect from 30 December 2020.
No assurances can be given that such application for
listing and/or admission to trading will be granted (or,
if granted), will be granted by the Issue Date.
2.
RATINGS

Ratings:
The Notes to be issued have been rated:

Moody's: A2

Moody's Investors Service, Inc. is not established in
the EEA or the United Kingdom but the rating it has
given to the Notes is endorsed by Moody's Investors
Service Ltd., which is established in the EEA or the
United Kingdom and registered under Regulation (EU)
No 1060/2009, as amended (the "CRA Regulation").

Moody's have stated that the rating assigned to Notes
issued by the Issuer under the Programme reflects the
credit profile of Morgan Stanley, since the guarantee is
consistent with Moody's principles for credit
substitution (Rating Transactions Based on the Credit
Substitution Approach: Letter of Credit backed,
Insured and Guaranteed Debts, 25 May 2017).
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

So far as the Issuer is aware, no person involved in the offer of the Notes has an interest
material to the offer.

4.
REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i)
Reasons for the offer:
The Issuer intends to lend the net proceeds from the
sale of the Notes to Morgan Stanley. Morgan Stanley
intends to use the proceeds from such loan for general
corporate purposes.
(ii)
Estimated net proceeds:
ZAR 20,000,000

5.
OPERATIONAL INFORMATION

7

ISIN Code:
XS2175210090

Common Code:
217521009

SEDOL:
Not Applicable

CFI:
Not Applicable

FISN:
Not Applicable

Any clearing system(s) other Not Applicable

than Euroclear Bank S.A./N.V.
and Clearstream Banking société
anonyme
and the relevant
identification number(s):

Delivery:
Delivery free of payment

Names and addresses of initial The Bank of New York Mellon

Paying Agent(s):
One Canada Square
London E14 5AL
United Kingdom

Names and addresses of Not Applicable.

additional Paying Agent(s) (if
any):

Intended to be held in a manner No

which would allow Eurosystem Whilst the designation is specified as "no" at the date
eligibility:
of these Final Terms, should the Eurosystem eligibility
criteria be amended in the future such that the Notes
are capable of meeting them the Notes may then be
deposited with one of the ICSDs as common
safekeeper, and registered in the name of a nominee of
one of the ICSDs acting as common safekeeper. Note
that this does not necessarily mean that the Notes will
then be recognised as eligible collateral for
Eurosystem monetary policy and intra day credit
operations by the Eurosystem at any time during their
life. Such recognition will depend upon the ECB being
satisfied that Eurosystem eligibility criteria have been
met.
6.
TERMS AND CONDITIONS OF THE OFFER

Offer Price:
Not Applicable

Conditions to which the offer is Not Applicable

subject:

Description of the application Not Applicable

process:

Description of possibility to Not Applicable

reduce subscriptions and manner

8

for refunding excess amount paid
by applicants:

Details of the minimum and/or Not Applicable

maximum amount of application:

Details of the method and time Not Applicable

limited for paying up and
delivering the Notes:

Manner in and date on which Not Applicable

results of the offer are to be made
public:

Procedure for exercise of any Not Applicable

right of pre-emption,
negotiability of subscription
rights and treatment of
subscription rights not exercised:

Process for notification to Not Applicable

applicants of the amount allotted
and the indication whether
dealing may begin before
notification is made:

Amount of any expenses and Not Applicable

taxes specifically charged to the
subscriber or purchaser:

Name(s) and address(es), to the None

extent known to the Issuer, of the
placers in the various countries
where the offer takes place.

7.
PLACING AND UNDERWRITING

Name and address of the co-
Not Applicable

ordinator(s) of the global offer
and of single parts of the offer
and, to the extent known to the
issuer or to the offeror, of the
placers in the various countries
where the offer takes place:

Name and address of any paying Not Applicable

agents and depository agents in
each country:

Entities agreeing to underwrite Not Applicable

the issue on a firm commitment
basis, and entities agreeing to
place the issue without a firm
commitment or under "best
efforts" agreements. Where not
all of the issue is underwritten, a
statement of the portion not
covered:

9

8.
OTHER MARKETS

All the regulated markets or None

equivalent markets on which, to
the knowledge of the issuer,
securities of the same class of
securities to be offered or
admitted to trading are already
admitted to trading:
9.
POTENTIAL SECTION
Not Applicable

871(m) TRANSACTION
10.
Prohibition of Sales to EEA Not Applicable

and UK Retail Investors:

11.
Prohibition of Offer to Private Not Applicable

Clients in Switzerland
12.
Details of benchmarks
Not Applicable

administrators and

registration under
Benchmarks Regulation:

10

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