Obligation GOLDMAN SACHS GLOBAL 5.62% ( XS2335741042 ) en INR

GOLDMAN SACHS GLOBAL

100 % ⇌

Royaume-Uni

XS2335741042 ( en INR )

5.62% par an ( paiement annuel )

04/06/2024 - Obligation échue

Prospectus brochure de l'obligation Goldman Sachs International XS2335741042 en INR 5.62%, échue

100 000 000 INR

400 000 000 INR

Goldman Sachs International est une filiale britannique de Goldman Sachs, offrant une gamme complète de services bancaires d'investissement, de gestion d'actifs et de négociation de titres à une clientèle mondiale.

L'Obligation émise par GOLDMAN SACHS GLOBAL ( Royaume-Uni ) , en INR, avec le code ISIN XS2335741042, paye un coupon de 5.62% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 04/06/2024

Execution Version
PROHIBITION OF SALES TO EEA RETAIL INVESTORS The Securities 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. For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID
II"); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended, where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor
as defined in Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation"). Consequently no key
information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation")
for offering or selling the Securities or otherwise making them available to retail investors in the European
Economic Area has been prepared and therefore offering or selling the Securities or otherwise making them
available to any retail investor in the European Economic Area may be unlawful under the EU PRIIPs Regulation.
Notwithstanding the above, if the Issuer subsequently prepares and publishes a key information document under
the EU PRIIPs Regulation in respect of the Securities, then the prohibition on the offering, sale or otherwise
making available the Securities to a retail investor in the European Economic Area as described above shall no
longer apply.
PROHIBITION OF SALES TO UK RETAIL INVESTORS The Securities are not intended to be offered,
sold or otherwise made available to, and should not be offered, sold or otherwise made available to, any retail
investor in the United Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i)
a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic
law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); or (ii) a customer within
the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the "FSMA") and
any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would
not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of
Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA and regulations made
thereunder (the "UK Prospectus Regulation"). Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (as amended, the
"UK PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail
investors in the United Kingdom has been prepared and therefore offering or selling the Securities or otherwise
making them available to any retail investor in the United Kingdom may be unlawful under the UK PRIIPs
Regulation. Notwithstanding the above, if the Issuer subsequently prepares and publishes a key information
document under the UK PRIIPs Regulation in respect of the Securities, then the prohibition on the offering, sale
or otherwise making available the Securities to a retail investor in the United Kingdom as described above shall
no longer apply.
GOLDMAN SACHS INTERNATIONAL
Legal Entity Identifier (LEI): W22LROWP2IHZNBB6K528
Series K Programme for the issuance
of Warrants, Notes and Certificates
Listing of INR 400,000,000 Three-Year Notes linked to the USD/INR FX Rate, due June 4, 2024
(ISIN: XS2335741042)
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This Listing Prospectus is prepared in conjunction with the Securities issued by Goldman Sachs International (the
"Issuer" or "GSI") under its Series K Programme for the issuance of Warrants, Notes and Certificates (the
"Programme"). This Listing Prospectus is not a prospectus published in accordance with the requirements of the
Prospectus Regulation (defined below). This Listing Prospectus constitutes a prospectus for the purpose of the
Luxembourg Law dated July 16, 2019 on prospectuses for securities.
This Listing Prospectus, together with the documents incorporated by reference herein, comprises the listing
prospectus approved by the Luxembourg Stock Exchange required for the listing and admission to trading of the
Securities on Luxembourg Stock Exchange's Euro MTF market. Full information on the Issuer and the issue of
the Securities is only available on the basis of the combination of the provisions set out within this Listing
Prospectus and the information incorporated by reference herein. This Listing Prospectus may be used only for
the purposes for which it has been published.
Responsibility Statement: The Issuer accepts responsibility for the information contained in this Listing
Prospectus and confirms that, having taken all reasonable care to ensure that such is the case, the information
contained in this Listing Prospectus is, to the best of its knowledge, in accordance with the facts and does not omit
anything likely to affect its import. Where information in this Listing Prospectus has been sourced from a third
party, such information has been accurately reproduced and, so far as the Issuer is aware and is able to ascertain
from information published by that third party, no facts have been omitted which would render the reproduced
information inaccurate or misleading.
No authorisation of any person to give any information other than as set out in this Listing Prospectus: No
person has been authorised to give any information or to make any representation other than as contained in this
Listing Prospectus in connection with the issue or sale of the Securities and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer or any of its affiliates.
Statements in relation to prospects and financial or trading position: In this Listing Prospectus, where GSI
makes statements that "there has been no material adverse change in the prospects" and "no significant change in
the financial or trading position" of GSI, references in these statements to the "prospects" and "financial or trading
position" of GSI are specifically to its ability to meet its full payment obligations under the Securities in a timely
manner. Such statements are made in the "General Information" section of the 2020 Series P Original Offering
Circular (as supplemented by the Series P Supplements) incorporated by reference herein. Material information
about GSI's financial condition and prospects is included in GSI's annual and interim reports, which are
incorporated by reference into this Listing Prospectus.
The date of this Listing Prospectus is June 30, 2021.
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TABLE OF CONTENTS
Page
RISK FACTORS ..................................................................................................................................................... 4
INCORPORATION BY REFERENCE .................................................................................................................. 5
PRICING SUPPLEMENT....................................................................................................................................... 6
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RISK FACTORS
An investment in the Securities involves complex risks. Prospective investors should refer to the risk factors set
forth in the sections entitled (i) "Risk Factors" (including the introductory paragraph thereto) contained in pages
25 to 69 (inclusive) of the 2020 Series P Original Offering Circular (as defined in the section entitled
"Incorporation by Reference" below), as amended and supplemented by the Series P Suppements (as defined in
the section entitled "Incorporation by Reference" below) and (ii) "Additional Risk Factors" contained in page 464
of the Private Placement Memorandum (as defined in the section entitled "Incorporation by Reference" below).
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INCORPORATION BY REFERENCE
This Listing Prospectus should be read and construed in conjunction with the documents incorporated by reference
into this Listing Prospectus and each supplement (if any) to this Listing Prospectus.
GSI files documents and information with the Commission de Surveillance du Secteur Financier (the "CSSF")
and/or Luxembourg Stock Exchange ("LuxSE"). The following documents, which have been previously
published and filed with the CSSF and/or the LuxSE (or, in the case of (d) below, will be published and filed with
the CSSF and/or the LuxSE), shall be deemed to be incorporated in, and form part of, this Listing Prospectus:
(a)
The Unaudited Quarterly Financial Report of GSI for the period ended 31 March 2021 ("GSI's 2021 First
Quarter Financial Report"), containing, in Part II, the Unaudited Financial Statements of GSI for the
period ended 31 March 2021 ("GSI's 2021 First Quarter Financial Statements") (accessible on
https://www.goldmansachs.com/investor-relations/financials/subsidiary-financial-info/gsi/2021/03-31-
21-financial-information.pdf);
(b)
The Annual Report for the period ended 31 December 2020 of GSI ("GSI's 2020 Annual Report"),
containing, in Part II, the Directors Report and Audited Financial Statements of GSI for the period ended
31
December
2020
("GSI's
2020
Financial
Statements").
(accessible
on
https://www.goldmansachs.com/investor-relations/financials/current/subsidiary-financial-info/gsi/12-31-
20-financial-statements.pdf); and
(c)
The Annual Report for the fiscal year ended 30 November 2019 of GSI ("GSI's 2019 Annual Report"),
containing, in Part II, the Directors' Report and Audited Financial Statements of GSI for the period ended
30
November
2019
("GSI's
2019
Financial
Statements")
(accessible
on
https://www.goldmansachs.com/investor-relations/redirects/gsi-11-30-19-financialstatements).
The table below sets out the relevant page references for certain information incorporated by reference into this
Listing Prospecutus from GSI's 2021 First Quarter Financial Report, GSI's 2020 Annual Report, GSI's 2019
Annual Report.
Cross-Reference List
GSI's 2021 First
GSI's 2020
GSI's 2019
GSI Information in the Financial
Quarter
Annual
Annual
Statements
Financial Report
Report
Report
Management Report / Strategic
pp. 1-3
pp. 2 -47
pp. 2-41
Report
Report of the Directors
N/A
pp. 48-54
pp. 42-43
Balance Sheet
p. 5
p. 63
p. 51
Profits and Loss Account and
p. 4
p. 62
p. 50
Statement of Comprehensive Income
Statement of Cash Flows
N/A
p. 65
p. 53
Notes to the Financial Statements
pp. 6-10
pp. 66-112
pp. 54-95
Independent Auditors' Report
N/A
pp. 55
pp. 44-49";
The information contained in the following documents are hereby incorporated by reference into this Listing
Prospectus and deemed to form a part of this Listing Prospectus:
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(i)
the private placement memorandum dated May 27, 2020 relating to issues of non-equity securities under
the Series K Programme by Goldman Sachs International and Goldman, Sachs & Co. Wertpapier GmbH
(the "Private Placement Memorandum");
(ii)
the offering circular dated November 20, 2020 relating to issues of non-equity securities under the Series
P Programme by Goldman Sachs International, Goldman, Sachs & Co. Wertpapier GmbH and Goldman
Sachs Finance Corp International Ltd (the "2020 Series P Original Offering Circular");
(iii) Supplement No. 1 dated February 23, 2021 to the 2020 Series P Original Offering Circular ("Supplement
No. 1");
(iv)
Supplement No. 2 dated March 12, 2021 to the 2020 Series P Original Offering Circular ("Supplement
No. 2");
(v)
Supplement No. 3 dated April 21, 2021 to the 2020 Series P Original Offering Circular ("Supplement No.
3"); and
(vi)
Supplement No. 4 dated May 21, 2021 to the 2020 Series P Original Offering Circular ("Supplement No.
4") (and the 2020 Series P Original Offering Circular as so supplemented, the "2020 Series P Offering
Circular" and Supplement No.1, Supplement No.2, Supplement No.3 and Supplement No.4 shall be,
collectively, the "Series P Supplements").
The table below sets out the relevant page references for the information incorporated into this Listing Prospectus
by reference.
Information incorporated by reference
Page reference
From the Private Placement Memorandum
General Terms and Conditions of the Notes
Pages 101 - 147
Book-Entry Clearing Systems
Pages 152 - 155
Use of Proceeds
Page 156
Offers and Sales and Distribution Arrangements
Page 240
Forms of the Notes
Pages 251 - 252
Form of the Pricing Supplement (Notes)
Pages 290 - 325
FX Linked Conditions
Pages 446 - 463
Additional Risk Factors
Page 464
Index of Defined Terms
Pages 568 - 577
From the 2020 Series P Original Offering Circular
Risk Factors
Pages 25 - 69
Goldman Sachs International
Pages 208 - 212
Taxation
Pages 219 - 284
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Selling Restrictions
Pages 285 - 312
General Information
Pages 314 - 317
Index of Defined Terms
Pages 658 - 667
From Supplement No. 1
Amendments to the section entitled "Risk Factors"
Pages 4 - 7
Amendments to the section entitled "Taxation"
Pages 12 - 13
Amendments to the section entitled "Selling Restrictions"
Pages 13 - 22
Amendments to the section entitled "General Information"
Pages 22 - 23
From Supplement No. 2
Amendments to the section entitled "Risk Factors"
Pages 3 - 4
Amendments to the section entitled "General Information"
Pages 9 - 11
From Supplement No. 3
Amendments to the section entitled "Risk Factors"
Pages 3 - 24
Amendments to the section entitled "Selling Restrictions"
Pages 32 - 33
Amendments to the section entitled "General Information"
Pages 33 - 35
From Supplement No. 4
Amendments to the section entitled "Goldman Sachs International"
Page 11
Amendments to the section entitled "General Information"
Pages 11 - 14
Investors who have not previously reviewed the information contained in the above documents should do so in
connection with their evaluation of the Securities. Any statement contained in a document, all or the relevant
portion of which is incorporated by reference into this Listing Prospectus, shall be deemed to be modified or
superseded for the purpose of this Listing Prospectus to the extent that a statement contained in this Listing
Prospectus or in any supplement to this Listing Prospectus, including any documents incorporated therein by
reference, modifies or supersedes such earlier statement. The documents incorporated by reference will be
available on the Luxembourg Stock Exchange's website (www.bourse.lu).
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PRICING SUPPLEMENT
Execution Version
Pricing Supplement dated June 4, 2021
GOLDMAN SACHS INTERNATIONAL
Legal Entity Identifier (LEI): W22LROWP2IHZNBB6K528
Series K Programme for the issuance of Warrants, Notes and Certificates
____________________________________________________________________
Issue of INR 400,000,000 Three-Year Notes
linked to the USD/INR FX Rate, due June 4, 2024
(the "Notes" or the "Securities")
____________________________________________________________________
The Securities are not bank deposits and are not insured or guaranteed by the UK Financial Services
Compensation Scheme or any other government or governmental or private agency or deposit protection
scheme in any jurisdiction.
The payment obligations and delivery obligations (if any) of the Issuer in respect of the Securities are not
guaranteed by any entity.
The Private Placement Memorandum referred to below (as completed by this Pricing Supplement) has been
prepared on the basis that any offer of Notes in any member state of the European Economic Area or in the United
Kingdom will be made pursuant to an exemption under Regulation (EU) 2017/1129 (as amended, the "EU
Prospectus Regulation") or Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA
and regulations made thereunder (the "UK Prospectus Regulation"), as applicable, from the requirement to
publish a prospectus for offers of the Notes. Accordingly any person making or intending to make an offer of the
Notes in any member state of the European Economic Area or in the United Kingdom may only do so in
circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article
3 of the EU Prospectus Regulation or the UK Prospectus Regulation in relation to such offer. Neither the Issuer
nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.
CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the General Note Conditions and the
applicable Specific Product Conditions each set forth in the Private Placement Memorandum dated May 27, 2020
(the "Private Placement Memorandum"). This document must be read in conjunction with such Private
Placement Memorandum. Full information on the Issuer and the offer of the Notes is only available on the basis
of the combination of this Pricing Supplement and the Private Placement Memorandum. The Private Placement
Memorandum is available for viewing at www.bourse.lu and during normal business hours at the registered office
of the Issuer, and copies may be obtained from the specified office of the Luxembourg Paying Agent. This Pricing
Supplement is available for viewing at www.bourse.lu.
1.
Issuer:
Goldman Sachs International
2.
(i)
ISIN:
XS2335741042
(ii)
Common Code:
233574104
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(iii)
Tranche Number:
One
(iv)
PIPG Tranche Number:
495780
3.
Specified Currency or Currencies:
United States Dollar ("USD")
4.
Aggregate Nominal Amount:
(i)
Series:
INR 400,000,000
Where "INR" means Indian Rupee.
(ii)
Tranche:
INR 400,000,000
5.
Issue Price:
In respect of each Note, an amount in the Specified Currency
equal to the quotient of (i) the Specified Denomination,
divided by (ii) the USD/INR FX Rate in respect of the fifth
FX Valuation Business Day immediately precedent the
Issue Date, rounded to the nearest 2 decimal places (with
0.005 rounded upwards), as determined by the Calculation
Agent.
6.
Inducements,
commissions
and/or Not Applicable
other fees:
7.
(i)
Specified Denomination:
INR 100,000,000
(ii)
Calculation Amount:
INR 100,000,000
8.
Issue Date:
June 4, 2021
9.
Maturity Date:
The Maturity Date shall be June 4, 2024 (the "Scheduled
Maturity Date"), subject to adjustment in accordance with
the Modified Following Business Day Convention.
The "Strike Date" is May 24, 2021. The postponement
referred to in paragraph (i) of the definition of "Maturity
Date" in General Note Condition 2(a) (Definitions) shall not
apply.
10.
Underlying Asset(s):
The FX Rate (as defined in paragraph 33 below)
VALUATION PROVISIONS
11.
Valuation Date(s):
In respect of each Interest Payment Date, the fifth FX
Valuation Business Day immediately preceding such
Interest Payment Date, or, if such date is not a Publication
Fixing Day, the earlier to occur of:
(i)
the first following Publication Fixing Day; and
(ii)
the first FX Valuation Business Day immediately
preceding such Interest Payment Date
(in respect of such Interest Payment Date and the FX Rate,
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such Valuation Date, following such adjustment, if
applicable, shall also be the "Adjusted Valuation Date").
Where "FX Valuation Business Day" means a day (other
than a Saturday or Sunday) on which commercial banks and
foreign exchange markets settle payments generally in each
of Mumbai and the State of New York.
For the avoidance of doubt, the Interest Payment Dates
referred to in the first paragraph above are the dates
following any adjustment in accordance with the applicable
Business Day Convention.
The Valuation Date in respect of the Interest Payment Date
falling on the Maturity Date shall be the "Final Valuation
Date".
12.
Initial Valuation Date:
Not Applicable
13.
Averaging Dates:
Not Applicable
14.
Initial Averaging Date(s):
Not Applicable
INTEREST PROVISIONS
15.
Interest Basis:
Other (further particulars specified below)
16.
Interest Commencement Date:
June 4, 2021
17.
Fixed Rate Note Conditions:
Not Applicable
18.
Floating Rate Note Conditions:
Not Applicable
19.
Zero Coupon Note Conditions:
Not Applicable
20.
Interest linked to one or more Applicable
Underlying Assets Conditions
(i)
Underlying Asset(s):
The USD/INR FX Rate (as defined in paragraph 33(ii)
below).
(ii)
Conditions for determining interest Unless the Notes are redeemed early or are adjusted in
amount where calculated by accordance with the Conditions, in respect of each Note (of
reference to Share and/or Index the Specified Denomination) and in respect of each Interest
and/or Commodity and/or FX Rate Payment Date, the Interest Amount payable on each Interest
and/or Inflation Index and/or other Payment Date shall be an amount in USD equal to the
variable:
quotient of (i) the product of (a) the Specified
Denomination, multiplied by (b) 0.0562, divided by (ii) the
Reference Price in respect of the Valuation Date
corresponding to such Interest Payment Date.
Where "Reference Price" means, in respect of each Interest
Payment Date and the Valuation Date immediately
preceding such Interest Payment Date, the USD/INR FX
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