Obligation Canadian Imperial Commerce Bank 0.01% ( XS2404257854 ) en EUR

Société émettrice Canadian Imperial Commerce Bank
Prix sur le marché 100 %  ▼ 
Pays  Canada
Code ISIN  XS2404257854 ( en EUR )
Coupon 0.01% par an ( paiement annuel )
Echéance 13/12/2021 - Obligation échue



Prospectus brochure de l'obligation CANADIAN IMPERIAL BANK OF COMMERCE XS2404257854 en EUR 0.01%, échue


Montant Minimal /
Montant de l'émission /
Description détaillée La Banque Canadienne Impériale de Commerce (CIBC) est une grande banque multinationale canadienne offrant une gamme complète de services bancaires aux particuliers, aux entreprises et aux marchés institutionnels, au Canada et à l?international.

L'Obligation émise par Canadian Imperial Commerce Bank ( Canada ) , en EUR, avec le code ISIN XS2404257854, paye un coupon de 0.01% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 13/12/2021







Execution Version
Notice Regarding Offers in the EEA and the UK
The Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any
offer of Covered Bonds 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 "Prospectus
Regulation") or the Prospectus Regulation as it forms part of United Kingdom domestic law (the "UK
Prospectus Regulation") by virtue of the European Union (Withdrawal) Act 2018, as amended (the "EUWA"),
as applicable, from the requirement to publish a prospectus for offers of the Covered Bonds. Accordingly, any
person making or intending to make an offer in any Member State of the European Economic Area or in the
United Kingdom of the Covered Bonds 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 Prospectus Regulation or section 85
of the Financial Services and Markets Act 2000 (as amended) (the "FSMA"), as applicable, or supplement a
prospectus pursuant to Article 23 of the Prospectus Regulation or the UK Prospectus Regulation, as applicable,
in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorized, nor do they authorize,
the making of any offer of Covered Bonds in any other circumstances.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS.
The Covered Bonds 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 (the "EEA").
For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (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 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 Covered Bonds or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the Covered Bonds
or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs
Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS.
The Covered Bonds 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 ("UK"). 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 domestic law by virtue of the EUWA; (ii) a customer
within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97 (as amended), 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 the UK Prospectus Regulation.
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended) as it
forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the
Covered Bonds or otherwise making them available to retail investors in the UK has been prepared and
therefore offering or selling the Covered Bonds or otherwise making them available to any retail investor in
the UK may be unlawful under the UK PRIIPs Regulation.
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET ­ Solely for the purposes of each manufacturer's product approval process, the target market assessment
in respect of the Covered Bonds has led to the conclusion that: (i) the target market for the Covered Bonds is only
eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR");
and (ii) all channels for distribution of the Covered Bonds to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or recommending the Covered Bonds (a "UK distributor")
should take into consideration the manufacturers' target market assessment; however, a UK distributor subject to the
FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own
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target market assessment in respect of the Covered Bonds (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
THE COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE
AND HOUSING CORPORATION ("CMHC") NOR HAS CMHC PASSED UPON THE ACCURACY OR
ADEQUACY OF THESE FINAL TERMS. THE COVERED BONDS ARE NOT INSURED OR
GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY
THEREOF.
THE COVERED BONDS DESCRIBED IN THESE FINAL TERMS HAVE NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE
SECURITIES LAWS OR "BLUE SKY" LAWS OF ANY STATE OR OTHER JURISDICTION OF THE
UNITED STATES AND, ACCORDINGLY, THE COVERED BONDS MAY NOT BE OFFERED, SOLD OR
DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S.
PERSONS.
The Guarantor is not now, and immediately after giving effect to any offer and sale of the Covered Bonds and
application of proceeds thereof, will not be, a "covered fund" for purposes of regulations adopted under Section 13 of
the U.S. Bank Holding Company Act of 1956, as amended, commonly known as the "Volcker Rule." In reaching this
conclusion, although other statutory or regulatory exemptions or exclusions may be available, the Guarantor has relied
on the exemption from registration set forth in Section 3(c)(5)(C) of the U.S. Investment Company Act of 1940, as
amended. See "Certain Volcker Rule Considerations" in the Prospectus dated July 22, 2021 as supplemented by the
First Prospectus Supplement dated August 27, 2021 and the Second Prospectus Supplement dated September 24, 2021.
Final Terms dated October 29, 2021
CANADIAN IMPERIAL BANK OF COMMERCE
(a Canadian chartered bank)
through its Head office of the Bank in Toronto
Legal Entity Identifier (LEI): 2IGI19DL77OX0HC3ZE78
Issue of EUR 250,000,000 0.01 per cent. Series CBL36 Tranche 2 Covered Bonds due October 7, 2026 (the
"Covered Bonds") (to be consolidated and form a single series with the Series CBL36 Tranche 1 Covered Bonds,
issued on October 7, 2021) under the
CAD 60,000,000,000
Global Covered Bond Programme
unconditionally and irrevocably guaranteed as to payments by
CIBC COVERED BOND (LEGISLATIVE) GUARANTOR LIMITED PARTNERSHIP
(a limited partnership formed under the laws of Ontario)
PART A­CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the "Conditions") set
forth in the Prospectus dated July 22, 2021 and the First Prospectus Supplement dated August 27, 2021 and the Second
Prospectus Supplement dated September 24, 2021, which together constitute a base prospectus (the "Prospectus") for
the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). This document constitutes
the Final Terms of the Covered Bonds described herein for the purposes of Article 8 of the Prospectus Regulation and
must be read in conjunction with such Prospectus in order to obtain all relevant information. The Prospectus, together
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with these Final Terms and all documents incorporated by reference therein, is available for viewing on the website
of the Luxembourg Stock Exchange at https://www.bourse.lu under the name Canadian Imperial Bank of Commerce
and the headline "Documents" and copies may be obtained from the specified offices of the Issuer and the Issuing and
Paying Agent, as set out at the end of the Prospectus.
1.
(i)
Series Number:
CBL36
(ii)
Tranche Number:
2
(iii) Date on which the Covered Bonds
On or after the date (the "Exchange Date") which is 40 days
become fungible:
after the Issue Date, the Covered Bonds shall be consolidated
and form a single series with the Series CBL36 Tranche 1
Covered Bonds
2.
Specified Currency or Currencies:
Euro ("EUR")
(Condition 1.10)
3.
Aggregate Principal Amount:
(i)
Series:
EUR 1,250,000,000
(ii)
Tranche:
EUR 250,000,000
4.
Issue Price:
100.094% of the Aggregate Principal Amount of this
Tranche plus EUR 1,780.82 (in the aggregate) equal to
accrued interest for the period from (and including) the
Interest Commencement Date to (but excluding) the Issue
Date (26 days).
5.
(i)
Specified Denominations:
Minimum denomination of EUR 100,000 and integral
multiples of EUR 1,000 in excess thereof up to and including
EUR 199,000. No Covered Bonds in definitive form will be
issued in a denomination above EUR 199,000.
(Condition 1.08 or 1.09)
(ii)
Calculation Amount:
EUR 1,000
6.
(i)
Trade Date:
October 26, 2021
(ii)
Issue Date:
November 2, 2021
(iii) Interest Commencement Date:
October 7, 2021
7.
(i)
Final Maturity Date:
October 7, 2026
(ii)
Extended Due for Payment Date of
October 7, 2027
Guaranteed Amounts corresponding
to the Final Redemption Amount
under the Covered Bond Guarantee:
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8.
Interest Basis:
0.01 per cent. Fixed Rate from (and including) the Interest
Commencement Date to (but excluding) the Final Maturity
Date.
If applicable, in accordance with paragraph 14 below, 1-
month EURIBOR + 0.11 per cent. per annum Floating Rate
from (and including) the Final Maturity Date to (but
excluding) the Extended Due for Payment Date, subject to a
minimum interest rate of 0.00 per cent.
9.
Redemption/Payment Basis:
Redemption at par
10.
Change of Interest Basis:
If item 7(ii) applicable, Applicable ­ see item 8 above
11.
Put/Call Options:
Not Applicable
12.
Date of Board approval for issuance of
Not Applicable
Covered Bonds obtained:
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
13.
Fixed Rate Covered Bond Provisions:
Applicable from (and including) the Interest Commencement
Date to (but excluding) the Final Maturity Date.
(Condition 5.02)
(i)
Rate of Interest:
0.01 per cent. per annum payable annually in arrear on each
Interest Payment Date
(ii)
Interest Payment Date(s):
October 7 in each year, adjusted for payment date purposes
only in accordance with the Business Day Convention
specified in (iii) below, up to and including the Final
Maturity Date, commencing October 7, 2022
(iii) Business Day Convention:
Following Business Day Convention
(iv) Fixed Coupon Amount(s):
EUR 0.10 per Calculation Amount
(v)
Broken Amount(s)
Not Applicable
(vi) Day Count Fraction:
Actual/Actual (ICMA)
(vii) Determination Dates:
October 7 in each year
14.
Floating Rate Covered Bond Provisions:
Applicable from (and including) the Final Maturity Date to
(but excluding) the Extended Due for Payment Date to the
extent payment of the Final Redemption Amount is deferred
until the Extended Due for Payment Date in accordance with
Condition 6.01.
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(Condition 5.03)
(i)
Interest Period(s):
The first Interest Period shall comprise the period from (and
including) the Final Maturity Date to (but excluding) the first
Specified Interest Payment Date. The Interest Periods shall,
thereafter, be the period from (and including) each Specified
Interest Payment Date to (but excluding) the next following
Specified Interest Payment Date.
(ii)
Interest Period End Date
Not Applicable
(iii) Rate Cut-Off Date
Not Applicable
(iv) Specified Interest Payment Dates:
7th day of each month from (but excluding) the Final
Maturity Date to (and including) the Extended Due for
Payment Date, subject, in each case, to adjustment in
accordance with the Business Day Convention specified in
(v) below.
(v)
Business Day Convention:
Modified Following Business Day Convention
(vi) Financial Centre(s):
Toronto, London and a TARGET2 Business Day
(vii) Manner in which the Rate(s) of
Screen Rate Determination
Interest is/are to be determined:
(viii) Party responsible for calculating the
Not Applicable
Rate(s) of Interest and Interest
Amount(s) (if not the Issuing and
Paying Agent):
(ix) Screen Rate Determination:
Applicable
­ Reference Rate:
1-month EURIBOR
­ Calculation Method:
Not Applicable
­ Observation Method:
Not Applicable
­ Observation Look-back Period:
Not Applicable
­ Relevant Number:
Not Applicable
­ Interest Determination Date(s)
The second day on which the TARGET2 System is open
prior to the start of each Interest Period
­ Relevant Screen Page
Reuters EURIBOR01
­ Relevant Time:
11:00 a.m. (Central European Time)
­ Reference Banks:
Has the meaning given in the ISDA Definitions, mutatis
mutandis
­ Financial Centre(s):
Euro-Zone (Central European Time)
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(x)
ISDA Determination:
Not Applicable
(xi) Margin(s):
+0.11 per cent. per annum
(xii) Linear Interpolation
Not Applicable
(Condition 5.10)
(xiii) Minimum Interest Rate:
0.00 per cent. per annum
(Condition 5.05)
(xiv) Maximum Interest Rate:
Not Applicable
(Condition 5.05)
(xv) Day Count Fraction:
Actual/360
15.
Zero Coupon Covered Bond Provisions:
Not Applicable
(Condition 5.11)
PROVISIONS RELATING TO REDEMPTION
16.
Call Option:
Not Applicable
(Condition 6.03)
17.
Put Option:
Not Applicable
(Condition 6.06)
18.
Final Redemption Amount of each
EUR 1,000 per Calculation Amount
Covered Bond:
19.
Early Redemption Amount:
Early Redemption Amount(s) payable on
EUR 1,000 per Calculation Amount
redemption for taxation reasons or
illegality or upon acceleration following
an Issuer Event of Default or Guarantor
Event of Default and/or the method of
calculating the same:
(Conditions 6.02, 6.13 or 7)
GENERAL PROVISIONS APPLICABLE TO THE COVERED BONDS
20.
Form of the Covered Bonds:
Bearer Covered Bonds:
Temporary Global Covered Bond exchangeable for a
Permanent Global Covered Bond which is exchangeable for
Bearer Definitive Covered Bonds only after an Exchange
Event
21.
New Global Covered Bond:
Yes
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22.
Financial Centre(s) or other special
Toronto, London and a TARGET2 Business Day
provisions relating to payment dates:
23.
Talons for future Coupons or Receipts to
No
be attached to Definitive Covered Bonds
(and dates on which such Talons mature):
(Condition 1.06)
24.
Details relating to Instalment Covered
(i)
Instalment Amount(s): Not Applicable
Bonds: amount of each instalment, date on
which each payment is to be made:
(ii)
Instalment Date(s): Not Applicable
(Condition 6.12)
THIRD PARTY INFORMATION
The ratings explanations set out in Item 2. "Ratings" of Part B have been extracted from the websites of Moody's
and Fitch (as applicable), as indicated. The Issuer and the Guarantor confirm that such information has been
accurately reproduced and that, so far as each is aware, and is able to ascertain from information published by
Moody's Investors Service, Inc. and Fitch Ratings, Inc., no facts have been omitted which would render the
reproduced information inaccurate or misleading.
[The remainder of this page is intentionally left blank.]
MTDOCS 42827798


Signed on behalf of the Issuer:
Signed on behalf of the Managing GP for and on behalf
of the Guarantor:
By:
"Wojtek Niebrzydowski"
By:
"Wojtek Niebrzydowski"
Duly authorized
Duly authorized
By:
"Andrew Stuart"
By:
"Andrew Stuart"
Duly authorized
Duly authorized
[CIBC CBL36 Tranche 2 (EUR) ­ Signature Page to Final Terms]


PART B­OTHER INFORMATION
1.
LISTING
(i)
Listing/Admission to trading:
Application is expected to be made by the Issuer (or on its
behalf) for the Covered Bonds to be admitted to the Official
List of the Luxembourg Stock Exchange and to trading on the
Regulated Market of the Luxembourg Stock Exchange with
effect from November 2, 2021.
The Covered Bonds will be consolidated and form a single
series with the CBL36 Tranche 1 Covered Bonds which were
admitted to the Official List of the Luxembourg Stock
Exchange and to trading on the Regulated Market of the
Luxembourg Stock Exchange with effect from October 7,
2021.
(ii)
Estimate of total expenses related to 1,300
admission to trading:
2.
RATINGS
The Covered Bonds to be issued are expected to be rated:
Moody's: Aaa
Obligations rated "Aaa" are judged to be of the highest
quality, subject to the lowest level of credit risk (Source:
Moody's, https://ratings.moodys.io/ratings)
Fitch: AAA
Obligations rated "AAA" denote the lowest expectation of
default risk. They are assigned only in cases of exceptionally
strong capacity for payment of financial commitments. This
capacity is highly unlikely to be adversely affected by
foreseeable
events.
(Source:
Fitch,
https://www.fitchratings.com/products/rating-definitions)
3.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale", so far as the Issuer is aware, no person involved in the offer
of the Covered Bonds has an interest material to the offer. The Managers (as defined in the subscription
agreement dated 29 October 2021 in connection with the issue and the offer of the Covered Bonds) and their
affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking
transactions with, and may perform other services for, the Issuer, the Guarantor and their affiliates.
4.
FIXED RATE COVERED BONDS ONLY ­ YIELD
Indication of yield based on the Issue Price:
-0.009 per cent. per annum in respect of the fixed interest rate
payable on the Covered Bonds
The yield is calculated at the Issue Date on the basis of the
Issue Price. It is not an indication of future yield.
5.
DISTRIBUTION
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(i)
U.S. Selling Restrictions:
Regulation S compliance Category 2; TEFRA D rules apply;
Not Rule 144A eligible
(ii)
Additional Selling Restrictions:
Covered Bonds may only be offered, sold or distributed by the
Managers for this issuance on such basis and in such
provinces of Canada as, in each case, are agreed with the
Issuer and in compliance with any applicable securities laws
of Canada or any province, to the extent applicable
(iii) Prohibition of Sales to EEA Retail Applicable
Investors:
(iv) Prohibition of Sales to UK Retail Applicable
Investors
6.
OPERATIONAL INFORMATION
(i)
ISIN Code:
Temporary: XS2404257854 (prior to the Exchange Date)
Permanent: XS2393661397 (from (and including) the
Exchange Date)
(ii)
Common Code:
Temporary: 240425785 (prior to the Exchange Date)
Permanent: 239366139 (from (and including) the Exchange
Date)
(iii) CFI
DTFXFB, as updated, as set out on the website of the
Association of National Numbering Agencies (ANNA) or
alternatively sourced from the responsible National
Numbering Agency that assigned the ISIN.
(iv) FISN
CIBC CANADA/0.01 MTN 20261006, as updated, as set out
on the website of the Association of National Numbering
Agencies (ANNA) or alternatively sourced from the
responsible National Numbering Agency that assigned the
ISIN.
(v)
Insert here any other relevant codes Not Applicable
(such as CUSIP and CINS codes):
(vi) Any clearing system(s) other than Not Applicable
Euroclear Bank SA/NV, Clearstream
Banking S.A., DTC, or CDS, their
addresses
and
the
relevant
identification number(s):
(vii) Delivery:
Delivery against payment
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