jpmorgan chase & co. jpmorgan chase & co. usd ......jpmorgan chase & co. jpmorgan chase & co. usd...
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JPMorgan Chase & Co.
JPMorgan Chase & Co. USD 185,000,000 40 Year Zero Coupon Notes, due 3 June 2060 (the "Securities" or "Notes")
under the Structured Products Programme for the issuance of Notes, Warrants and Certificates
Issue Price: 100 per cent. of the Aggregate Nominal Amount
Issue Date: 3 June 2020
This information package includes the offering circular dated 23 April 2020 (as may be supplemented from time to time) in relation to the J.P. Morgan Structured Products B.V./JPMorgan Chase Financial Company LLC/JPMorgan Chase Bank, N.A./JPMorgan Chase & Co. Structured Products Programme for the issuance of Notes, Warrants and Certificates including all documents incorporated by reference therein (the "Offering Circular") as supplemented by the pricing supplement for the Securities dated 15 May 2020 (the "Pricing Supplement", together with the Offering Circular, the "Information Package"). The Securities will be issued by JPMorgan Chase & Co. (the "Issuer"). Application will be made by the Issuer for the Securities to be listed on the Taipei Exchange (the "TPEx") in the Republic of China (the "ROC"). Effective date of listing and trading of the Securities is on or about 3 June 2020. TPEx is not responsible for the content of the Information Package and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of the Information Package and any supplement or amendment thereto. TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the contents of this Information Package and any supplement or amendment thereto. Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of the merits of the Issuer or the Securities. The Securities have not been, and shall not be, offered or sold, directly or indirectly, in the ROC, to investors other than “professional institutional investors” as defined under Item 1, Paragraph 1, Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated International Bonds ("Professional Institutional Investors"). Purchasers of the Securities are not permitted to sell or otherwise dispose of the Securities except by transfer to a Professional Institutional Investor. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act"). Subject to certain exceptions, the Securities may not be offered, sold, pledged, assigned, delivered, transferred, exchanged, exercised or redeemed within the United States or to, or for the benefit of, U.S. persons (as defined under the Securities Act), except in certain transactions exempt from the registration requirements of the Securities Act. The Notes constitute "loss-absorbing capacity" (the "TLAC") within the meaning of the final rules issued by the Federal Reserve on 15 December 2016 regarding, among other things, the minimum levels of unsecured external long-term debt and other loss-absorbing capacity that certain U.S. bank holding companies, including JPMorgan Chase & Co., will be required to maintain, commencing 1 January 2019. The relevant TLAC risk factors are disclosed in pages 68-69 of the Offering Circular under the heading "U.S. insolvency and resolution considerations". The Notes do not include any right to convert or exchange into or subscribe to Issuer's equity or be written down for principal unless such conversion into the Issuer's common stock or write down is deemed necessary by the competent authority of the Issuer's home country because the Issuer is no longer viable.
Lead Manager
Yuanta Securities Co., Ltd.
Managers
Cathay United Bank Co., Ltd. KGI Securities Co. Ltd. E.Sun Commercial Bank, Ltd.
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Execution Version
PRICING SUPPLEMENT
MiFID II product governance / Professional investors and ECPs only target market – Solely for the purposes of
the manufacturer’s product approval process, the target market assessment in respect of the Securities has led to
the conclusion that: (i) the target market for the Securities is eligible counterparties and professional clients
only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution
of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently
offering, selling or recommending the Securities (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 Securities (by either adopting or refining the
manufacturer’s target market assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA AND 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 European Economic Area ("EEA") or 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 (11) of Article 4(1) of
MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance
Distribution Directive"), 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 (as defined
below). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended,
the "PRIIPs Regulation") for offering or selling the Securities or otherwise making them available to retail
investors in the EEA or the United Kingdom has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA or the United Kingdom may be unlawful
under the PRIIPs Regulation. Notwithstanding the above, if the Dealer subsequently prepares and publishes a
key information document under the PRIIPs Regulation in respect of the Securities, then the prohibition on the
offering, sale or otherwise making available the Securities to a retail investor as described above shall no longer
apply.
Pricing Supplement dated 15 May 2020
JPMorgan Chase & Co.
Legal Entity Identifier (LEI): 8I5DZWZKVSZI1NUHU748
Structured Products Programme for the issuance of Notes, Warrants and Certificates
(the "Programme")
USD 185,000,000 40 Year Zero Coupon Notes, due 3 June 2060
(the "Securities")
The offering circular dated 23 April 2020 (the "Offering Circular") (as completed and (if applicable) amended
by this Pricing Supplement) has been prepared on the basis that any offer of Securities in any Member State of
the EEA or the United Kingdom (each, a "Relevant State") will be made pursuant to an exemption under the
Prospectus Regulation from the requirement to publish a prospectus for offers of the Securities. The expression
"Prospectus Regulation" means Regulation (EU) 2017/1129, as amended. Accordingly any person making or
intending to make an offer in that Relevant State of the Securities 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 supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in
relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any
offer of Securities in any other circumstances.
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The Securities may only be offered and the Offering Circular and this Pricing Supplement as well as any other
offering or marketing material relating to the Securities may only be offered to investors in Switzerland pursuant
to an exception from the prospectus requirement under the Swiss Financial Services Act ("FinSA"), as such
terms are defined under the FinSA.
Neither this document nor the Offering Circular constitute a prospectus within the meaning of the FinSA and no
prospectus pursuant to the FinSA will be prepared in connection with such offering of the Securities.
The Securities have not been, and shall not be, offered or sold, directly or indirectly, in the Republic of China
("ROC"), to investors other than "professional institutional investors" as defined under Item 1, Paragraph 1,
Article 2-1 of the Taipei Exchange Rules Governing Management of Foreign Currency Denominated
International Bonds ("Professional Institutional Investors"). Purchasers of the Securities are not permitted to
sell or otherwise dispose of the Securities except by transfer to a Professional Institutional Investor.
If you purchase the Securities described in this Pricing Supplement after the date hereof, you should
review the most recent version (if any) of the Offering Circular and each supplement thereafter up to
(and including) the date of purchase to ensure that you have the most up to date information on the
Issuer on which to base your investment decision (note that the terms and conditions of the Securities will
remain as described in this Pricing Supplement and the version of the Offering Circular described above,
subject to any amendments notified to Holders). Each supplement and replacement version (if any) to the
Offering Circular can be found on (www.bourse.lu) and (www.ise.ie).
Taipei Exchange ("TPEx") is not responsible for the content of this Pricing Supplement and the Offering
Circular and any supplement or amendment thereto and no representation is made by TPEx to the accuracy or
completeness of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto.
TPEx expressly disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or
part of the contents of this Pricing Supplement and the Offering Circular and any supplement or amendment
thereto. Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of
the merits of the Issuer or the Securities.
The Notes constitute "loss-absorbing capacity" within the meaning of the final rules (the "TLAC") issued by the
Federal Reserve on 15 December 2016 regarding, among other things, the minimum levels of unsecured
external long-term debt and other loss-absorbing capacity that certain U.S. bank holding companies, including
JPMorgan Chase & Co., are required to maintain. The relevant TLAC risk factors are disclosed in pages 68 - 69
of the Offering Circular under the heading "U.S. insolvency and resolution considerations".
The Notes do not include any right to convert or exchange into or subscribe to Issuer's equity or be written down
for principal unless such conversion into the Issuer's common stock or write down is deemed necessary by the
competent authority of the Issuer's home country because the Issuer is no longer viable.
RISK FACTORS
Purchase of these Securities involves substantial risks
Investors should ensure that they understand the nature of the risks posed by, and the extent of their exposure
under, the Securities. Investors should make all pertinent inquiries they deem necessary without relying on the
Issuer or the Dealer. Investors should consider the suitability of the Securities as an investment in light of their
own circumstances, investment objectives, tax position and financial condition. Investors should consider
carefully all the information set forth in this Pricing Supplement along with all the information set forth in the
Offering Circular. Investors should pay particular attention to the section entitled "Risk Factors" in the Offering
Circular (pages 29 to 119 inclusive).
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The Issuer may redeem the Securities prior to the Maturity Date where, due to a change in law, a court ruling or
some other administrative, regulatory or legal action which occurs on or after the Issue Date, the Issuer (or the
relevant affiliate which has entered into hedging arrangements in respect of the Issuer's obligations under the
Securities) has incurred (or there is a substantial likelihood that it will incur) a materially increased tax burden in
relation to its hedging arrangements in respect of the Securities. In such case, the Issuer may (subject to certain
conditions), on giving (generally) not less than 30 and not more than 60 days' notice, redeem the Securities at
their Early Payment Amount (as described below). J.P. Morgan anticipates that the risk of such event occurring
is remote, and further anticipates that in such unlikely event, it would not exercise its right to redeem the
Securities unless the additional tax payable by it is or would be a substantially material amount. A pre-condition
to the exercise of such right is the delivery by the Issuer to the Relevant Programme Agent of an opinion of
independent legal advisers of recognised standing confirming that the terms described in the first sentence of
this paragraph are met. If the Securities are redeemed in these circumstances, the Early Payment Amount you
receive will be the Amortised Face Amount as set out in General Condition 5.5 (Early Redemption of Zero
Coupon Notes). You may not be able to reinvest the early redemption proceeds in an investment having a
similar rate of return.
The Issuer may redeem the Securities in certain other extraordinary circumstances prior to the Maturity Date
including the occurrence of an Extraordinary Hedge Disruption Event (as described in the terms and conditions
of the Securities). As described above, in such case, the Issuer may (subject to certain conditions), redeem the
Securities at their Early Payment Amount. The Early Payment Amount may be less than the original purchase
price of the Securities. You may not be able to reinvest the early redemption proceeds in an investment having a
similar rate of return.
Unregulated Securities: The Securities do not constitute a participation in a collective investment scheme
within the meaning of the Swiss Federal Act on Collective Investment Schemes and are not subject to
supervision by the Swiss Financial Market Supervisory Authority FINMA
None of the Securities constitutes a participation in a collective investment scheme within the meaning of the
Swiss Federal Act on Collective Investment Schemes and none of the Securities is subject to approval,
registration or supervision by the Swiss Financial Market Supervisory Authority FINMA or any other regulatory
authority in Switzerland. Accordingly, investors do not have the benefit of the specific investor protection
provided under the Swiss Federal Act on Collective Investment Schemes and are exposed to the credit risk of
the Issuer.
Tax Risks
See also the section entitled "Taxation – United States Federal Income Taxation" in this Offering Circular.
PART A – CONTRACTUAL TERMS
Terms used herein shall be deemed to be defined as such for the purposes of the General Conditions and the
Specific Product Provisions (as may be amended and/or supplemented up to, and including, 3 June 2020) set
forth in the Offering Circular. Full information on the Issuer and the offer of the Securities is only available on
the basis of the combination of this Pricing Supplement and the Offering Circular (including all documents
incorporated by reference). The Offering Circular (including all documents incorporated by reference) is
available from The Bank of New York Mellon S.A./N.V., Luxembourg Branch, at Vertigo Building, Polaris, 2-4
rue Eugène Ruppert, L-2453, Luxembourg, and The Bank of New York Mellon S.A./ N.V., at Dublin Branch,
Riverside 2, Sir John Rogerson's Quay, Grand Canal Dock, Dublin 2, Ireland.
1. (i) Issuer: JPMorgan Chase & Co.
2. (i) Series Number: 2016-8920
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(ii) Tranche Number: One
3. Specified Currency or Currencies: United States Dollar ("USD" or "U.S.$")
4. Notes, Warrants or Certificates: Notes
5. Aggregate Nominal Amount:
(i) Series: U.S.$ 185,000,000 (185 Securities, each of the
Specified Denomination)
(ii) Tranche: U.S.$ 185,000,000 (185 Securities, each of the
Specified Denomination)
6. Issue Price: 100 per cent. of the Aggregate Nominal Amount
The Issue Price specified above may be more than the
market value of the Securities as at the Issue Date, and
the price, if any, at which the Dealer or any other
person is willing to purchase the Securities in
secondary market transactions is likely to be lower
than the Issue Price. In particular, where permitted by
applicable law and subject to any additional ex ante
cost disclosure required by such, the Issue Price may
take into account amounts with respect to
commissions relating to the issue and sale of the
Securities as well as amounts relating to the hedging
of the Issuer's obligations under the Securities and
secondary market prices may exclude such amounts.
If any commissions or fees relating to the issue and
sale of the Securities have been paid or are payable by
the Dealer to an intermediary, then such intermediary
may be obliged to fully disclose to its clients the
existence, nature and amount of any such
commissions or fees (including, if applicable, by way
of discount) as required in accordance with laws and
regulations applicable to such intermediary, including
any legislation, regulation and/or rule implementing
the Markets in Financial Instruments Directive
(Directive 2014/65/EU, as amended), or as otherwise
may apply in any non-EEA jurisdictions
Investors in the Securities intending to invest in
Securities through an intermediary (including by way
of introducing broker) should request details of any
such commission or fee payment from such
intermediary before making any purchase hereof
(i) Specified Denomination: U.S.$ 1,000,000
For the avoidance of doubt, the Specified
Denomination of the Note may not be sub-divided
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throughout the tenor of the Note
(ii) Trading in Units (Notes): Not Applicable
(iii) Minimum trading size: The Securities may only be traded in a minimum
initial amount of one Security (corresponding to a
nominal amount of U.S.$ 1,000,000) and, thereafter,
in multiples of one Security (corresponding to a
nominal amount of U.S.$ 1,000,000)
7. Issue Date: 3 June 2020
8. Maturity Date: 3 June 2060, subject to adjustment in accordance with
the Following Business Day Convention
PROVISIONS APPLICABLE TO NOTES
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
9. Interest Commencement Date: Not Applicable
10. Fixed Rate Note Provisions: Not Applicable
11. Floating Rate Note Provisions: Not Applicable
12. Zero Coupon Note Provisions: Applicable
(i) Amortisation Yield (General Condition
4.4):
3.57 per cent. per annum
(ii) Day Count Fraction: 30/360, unadjusted
(iii) Any other formula/basis of determining
amount payable:
For the avoidance of doubt, the Final Redemption
Amount shall be the amount set out in paragraph 17
below
13. Variable Linked Interest Provisions: Not Applicable
14. Dual Currency Note Provisions: Not Applicable
PROVISIONS RELATING TO REDEMPTION OF NOTES
15. Call Option: Applicable
(i) Optional Redemption Date(s): 3 June in each calendar year from, and including 3
June 2025 to, and including, 3 June 2059 (for the
avoidance of doubt, in each case subject to adjustment
in accordance with the Following Business Day
Convention)
(ii) Optional Redemption Amount(s) and
method, if any, of calculation of such
amount(s):
In respect of each Note of the Specified Denomination
and the relevant Optional Redemption Date, the
Optional Redemption Amount payable on such
Optional Redemption Date shall be the amount
specified in the table in the Schedule headed
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"Optional Redemption Amount (in U.S.$)" in the row
corresponding to such Optional Redemption Date
(iii) If redeemable in part: Not Applicable
(a) Minimum nominal amount to be
redeemed:
Not Applicable
(b) Maximum nominal amount to be
redeemed:
Not Applicable
(iv) Description of any other Issuer's option: Not Applicable
(v) Notice period (if other than as set out in
General Condition 5.1):
The Issuer may, on giving not less than five 5
Business Days' irrevocable notice (there shall be no
maximum notice period) to the Holders in accordance
with General Condition 27 (Notices), redeem all of the
Notes on any Optional Redemption Date
The first sentence of General Condition 5.1
(Redemption at the Option of the Issuer) shall be
amended accordingly
16. Put Option: Not Applicable
17. Final Redemption Amount: U.S.$ 4,067,794.92 per Note of the Specified
Denomination
18. Early Payment Amount: Amortised Face Amount as set out in General
Condition 5.5 (Early Redemption of Zero Coupon
Notes)
19. Credit Linked Note Provisions: Not Applicable
20. Details relating to Instalment Notes: Not Applicable
21. Details relating to Partly Paid Notes:
amount of each payment comprising the
Issue Price and date on which each payment
is to be made and consequences (if any) of
failure to pay, including any right of the
Issuer to forfeit the Notes and interest due
on late payment:
Not Applicable
PROVISIONS APPLICABLE TO WARRANTS
Paragraphs 22-34 are intentionally deleted
PROVISIONS APPLICABLE TO CERTIFICATES
Paragraphs 35-42 are intentionally deleted
SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE SECURITIES
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SHARE LINKED PROVISIONS
43. Share Linked Provisions: Not Applicable
INDEX LINKED PROVISIONS
44. Index Linked Provisions: Not Applicable
COMMODITY LINKED PROVISIONS
45. Commodity Linked Provisions: Not Applicable
FX LINKED PROVISIONS
46. FX Linked Provisions: Not Applicable
FUND LINKED PROVISIONS
47. Fund Linked Provisions: Not Applicable
MARKET ACCESS PARTICIPATION PROVISIONS
48. Market Access Participation Provisions: Not Applicable
LOW EXERCISE PRICE WARRANT PROVISIONS
49. Low Exercise Price Warrant Provisions: Not Applicable
ADDITIONAL RATES FALLBACK PROVISIONS
50. Additional Rates Fallback Provisions: Not Applicable
51. Bond Linked Provisions: Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE SECURITIES
52. New Safekeeping Structure (in respect of
Registered Notes) or New Global Note (in
respect of Bearer Notes):
Not Applicable
53. Form of Securities: Registered Securities
(i) Temporary or Permanent Bearer Global
Security / Registered Global Security:
Temporary Registered Global Security which is
exchangeable for a Permanent Registered Global
Security, each of which is exchangeable for
Registered Definitive Securities (i) automatically in
the limited circumstances specified in the relevant
Registered Global Security or (ii) in the case of a
Permanent Registered Global Security only, at any
time at the option of the Issuer by giving notice to the
Holders and the Registrar of its intention to effect
such exchange on the terms as set forth in the relevant
Permanent Registered Global Security
(ii) Are the Notes to be issued in the form of No
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obligations under French law?
(iii) Name of French Registration Agent: Not Applicable
(iv) Representation of Holders of Notes/
Masse:
Not Applicable
(v) Regulation S/Rule 144A Securities: Not Applicable
54. Record Date: As set out in the General Conditions
55. Additional Financial Centre(s) (General
Condition 12.2) or other special provisions
relating to payment dates:
London and Taipei (and for the avoidance of doubt,
New York City)
56. Payment Disruption Event (General
Condition 13):
Relevant Currency: As may be notified to the Holders pursuant to General
Condition 27 (Notices) at the relevant time
57. Extraordinary Hedge Disruption Event
(General Condition 17):
(i) Extraordinary Hedge Sanctions Event: Applicable
(ii) Extraordinary Hedge Bail-in Event: Applicable
(iii) Extraordinary Hedge Currency
Disruption Event:
Applicable
58. Early Redemption for Tax on Underlying
Hedge Transactions (General Condition
18.4(b)):
Applicable”
59. Disruption Event (General Condition 19):
(i) Change in Law (Hedge): Applicable
(ii) Hedging Disruption: Applicable
60. Physical Settlement: Not Applicable
61. Calculation Agent: J.P. Morgan Securities plc
62. Redenomination, renominalisation and
reconventioning provisions:
Not Applicable
63. Gross Up (General Condition 18): Not Applicable
(i) 871(m) Securities: Section 871(m) and the regulations promulgated
thereunder will not apply to the Securities
64. Rounding: General Condition 23 applies
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65. Other terms or special conditions: Not Applicable
DISTRIBUTION
66. If non-syndicated, name and address of
Dealer:
The Notes will be subscribed from the Issuer by
Yuanta Securities Co., Ltd. (the "Lead Manager")
and Cathay United Bank Co., Ltd., KGI Securities Co.
Ltd. and E.Sun Commercial Bank, Ltd. (together with
the Lead Manager, the "Managers", and each, a
"Manager") pursuant to a syndicated underwriting
agreement ("Underwriting Agreement") between the
Issuer and the Managers dated 13 May 2020. The
Programme Agreement dated 23 April 2020 under the
Programme shall not apply to the offer and sale of the
Notes
67. Stabilising Manager(s) (if any): Not Applicable
68. Total commission and concession: See paragraph 6
69. U.S. selling restrictions: Regulation S
ERISA Restrictions for all Securities (including
Rule 144A Securities and Securities subject to
Regulation S)
The Securities may not be acquired except subject to
certain restrictions by, on behalf of, or with the assets
of any plans subject to ERISA or Section 4975 of the
U.S. Internal Revenue Code, as amended, subject to
certain restrictions. See "Subscription and Sale –
United States" and "Purchaser representations and
requirements and transfer restrictions – ERISA
Legends and ERISA Restrictions – (a) JPMorgan
Chase Bank, N.A. or JPMorgan Chase & Co. issued
Securities" in the Offering Circular
70. ECI Holder Restrictions: Not Applicable
71. Additional Selling Restrictions: As specified in the fourth paragraph below the
Securities title on the cover page of this Pricing
Supplement
72. Swiss Public Offer: No
73. Prohibition of Sales to EEA and UK Retail
Investors:
Applicable
GENERAL
74. The aggregate principal amount of Notes
issued has been translated into U.S. dollars at
the rate of [] 1 = U.S.$ [], producing a sum
Not Applicable
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of (for Notes not denominated in U.S. dollars):
PURPOSE OF PRICING SUPPLEMENT
This Pricing Supplement comprises the pricing supplement required for the issue of the Securities described
herein pursuant to the Structured Products Programme for the issuance of Notes, Warrants and Certificates of
JPMorgan Chase Financial Company LLC, J.P. Morgan Structured Products B.V., JPMorgan Chase Bank, N.A.
and JPMorgan Chase & Co.
GOVERNING LAW AND JURISDICTION
Securities: State of New York / Courts located in the Borough of
Manhattan in the State of New York
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RESPONSIBILITY
The Issuer accepts responsibility for the information contained in this Pricing Supplement.
An investor intending to acquire or acquiring any Securities from an offeror will do so, and offers and sales of
the Securities to an investor by an offeror will be made, in accordance with any terms and other arrangements in
place between such offeror and such investor including as to price, allocations and settlement arrangements.
The Issuer will not be a party to any such arrangements with investors (other than the Dealer(s)), in connection
with the offer or sale of the Securities and, accordingly, this Pricing Supplement will not contain such
information. The investor must look to the offeror at the time of such offer for the provision of such
information. The Issuer has no responsibility to an investor in respect of such information.
Signed on behalf of the Issuer:
By: ________________________
Duly authorised
352454447/Ashurst(MJL/SDAKER)/MS
Patrick Dempsey
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PART B – OTHER INFORMATION
LISTING AND ADMISSION TO TRADING
Application will be made by the Issuer (or on its behalf) for the Securities to be admitted to listing and trading
on the Taipei Exchange in the Republic of China ("TPEx"). The effective date of the listing of the Securities is
expected to be on or about the Issue Date.
TPEx is not responsible for the content of this Pricing Supplement and the Offering Circular and any
supplement or amendment thereto and no representation is made by TPEx to the accuracy or completeness of
this Pricing Supplement and the Offering Circular and any supplement or amendment thereto. TPEx expressly
disclaims any and all liability for any losses arising from, or as a result of the reliance on, all or part of the
contents of this Pricing Supplement and the Offering Circular and any supplement or amendment thereto.
Admission to the listing and trading of the Securities on the TPEx shall not be taken as an indication of the
merits of the Issuer or the Securities.
RATINGS Not Applicable
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in the section of the Offering Circular entitled "Subscription and Sale", so far as the Issuer is
aware, no person involved in the issue of the Securities has an interest material to the issue.
REASONS FOR THE ISSUE AND ESTIMATED NET PROCEEDS
(i) Reasons for the issue: Not Applicable
(ii) Estimated net proceeds: Not Applicable
POST-ISSUANCE INFORMATION
The Issuer will not provide any post-issuance information, unless required to do so by applicable law or
regulation.
OPERATIONAL INFORMATION
Intended to be held in a manner which would allow
Eurosystem eligibility:
No
ISIN: XS1450921165
Common Code: 145092116
Relevant Clearing System(s) and the relevant
identification number(s):
Euroclear/Clearstream, Luxembourg
Delivery: Delivery against payment
The Agents appointed in respect of the Securities are: As set out in the Agency Agreement
Registrar: The Bank of New York Mellon S.A./N.V.,
Luxembourg Branch
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ADDITIONAL TAX INFORMATION
ROC Taxation
The following summary of certain taxation provisions under ROC law is based on current law and practice and
the Notes will be issued, offered and re-sold to the Professional Institutional Investors only. It does not purport
to be comprehensive and does not constitute legal or tax advice. Investors (particularly those subject to special
tax rules, such as banks, dealers, insurance companies and tax-exempt entities) should consult with their own
tax advisers regarding the tax consequences of an investment in the Notes.
Interest on the Notes
As the Issuer of the Notes is not a ROC statutory tax withholder, there is no ROC withholding tax on the interest
to be paid on the Notes.
ROC corporate holders must include the interest received under the Notes as part of their taxable income and
pay income tax at a flat rate of 20 per cent. (however, ROC Institutional Holders with less than NT$120,000 of
taxable income in a fiscal year are exempt from corporate income tax, and those with less than NT$500,000 of
taxable income in 2019 are subject to corporate income tax at a rate of 19 per cent.) as they are subject to
income tax on their worldwide income. The alternative minimum tax ("AMT") is not applicable.
Sale of the Notes
In general, the sale of corporate bonds or financial bonds is subject to 0.1 per cent. securities transaction tax
("STT") on the transaction price. However, Article 2-1 of the ROC Securities Transaction Tax Act prescribes
that STT will cease to be levied on the sale of corporate bonds and financial bonds from 1 January 2010 to 31
December 2026. Therefore, the sale of the Notes will be exempt from STT if the sale is conducted on or before
31 December 2026. Starting from 1 January 2027, any sale of the Notes will be subject to STT at 0.1 per cent. of
the transaction price, unless otherwise provided by the ROC tax laws that may be in force at that time.
Capital gains generated from the sale of bonds are exempt from income tax. Accordingly, ROC corporate
holders are not subject to income tax on any capital gains generated from the sale of the Notes. However, ROC
corporate holders shall include the capital gains in calculating their basic income for the purpose of calculating
their AMT. If the amount of the AMT exceeds the annual income tax calculated pursuant to the ROC Income
Tax Act, the excess becomes the ROC corporate holders' AMT payable. Capital losses, if any, incurred by such
holders could be carried over 5 years to offset against capital gains of same category of income for the purposes
of calculating their AMT.
-
- 14 -
SCHEDULE
Optional Redemption DateOptional Redemption
Amount (in U.S.$)
3 June 2025 1,191,708.07
3 June 2026 1,234,252.05
3 June 2027 1,278,314.85
3 June 2028 1,323,950.69
3 June 2029 1,371,215.73
3 June 2030 1,420,168.13
3 June 2031 1,470,868.13
3 June 2032 1,523,378.12
3 June 2033 1,577,762.72
3 June 2034 1,634,088.85
3 June 2035 1,692,425.83
3 June 2036 1,752,845.43
3 June 2037 1,815,422.01
3 June 2038 1,880,232.57
3 June 2039 1,947,356.88
3 June 2040 2,016,877.52
3 June 2041 2,088,880.05
3 June 2042 2,163,453.06
3 June 2043 2,240,688.34
3 June 2044 2,320,680.91
3 June 2045 2,403,529.22
3 June 2046 2,489,335.21
3 June 2047 2,578,204.48
3 June 2048 2,670,246.38
3 June 2049 2,765,574.18
3 June 2050 2,864,305.17
3 June 2051 2,966,560.87
3 June 2052 3,072,467.09
3 June 2053 3,182,154.17
3 June 2054 3,295,757.07
3 June 2055 3,413,415.60
3 June 2056 3,535,274.53
3 June 2057 3,661,483.84
3 June 2058 3,792,198.81
3 June 2059 3,927,580.31
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OFFERING CIRCULAR 23 April 2020
J.P. Morgan Structured Products B.V.
(incorporated with limited liability in The Netherlands)
as Issuer
JPMorgan Chase Financial Company LLC
(incorporated with limited liability in the State of Delaware, United States of America)
as Issuer
JPMorgan Chase Bank, N.A.
(a national banking association organised under the laws of the United States of America)
as Issuer and as Guarantor in respect of Securities
issued by
J.P. Morgan Structured Products B.V.
JPMorgan Chase & Co.
(incorporated in the State of Delaware, United States of America)
as Issuer and as Guarantor in respect of Securities
issued by
JPMorgan Chase Financial Company LLC
Structured Products Programme for the issuance
of
Notes, Warrants and Certificates
Arranger and Dealer for the Programme
J.P. Morgan
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ii
INTRODUCTION TO THIS DOCUMENT
The Securities, the Guarantees and, in certain instances, the securities to be delivered upon redemption
or exercise of the Securities, if any, have not been and will not be registered under the U.S. Securities
Act of 1933, as amended (the "Securities Act"), or the laws of any state or other jurisdiction of the
United States, and trading in the Securities and the Guarantees has not been approved by the U.S.
Commodity Futures Trading Commission ("CFTC") under the U.S. Commodity Exchange Act of
1936, as amended (the "Commodity Exchange Act"). The Securities issued by JPMorgan Chase
Bank, N.A. and the JPMorgan Chase Bank, N.A. Guarantee (as defined below) have not been and will
not be registered under the rules of the U.S. Office of the Comptroller of the Currency (the "OCC").
Subject to certain exceptions, the Securities may not be offered, sold, transferred, pledged, assigned,
delivered, exercised or redeemed at any time within the United States or to, or for the account or
benefit of, any U.S. Person except, in respect of certain of the Securities, in accordance with Rule 144A
under the Securities Act ("Rule 144A") and in reliance upon the relevant exemptions from state
securities laws and any other applicable laws of other jurisdictions. Hedging transactions involving
"equity securities" of "domestic issuers" (as each such term is defined in the Securities Act and
regulations thereunder) may only be conducted in compliance with the Securities Act and the
Commodity Exchange Act.
What is this document?
This document (referred to as the "Offering Circular"), including the documents incorporated by
reference within it, is intended to provide investors with information necessary to enable them to make
an informed investment decision before purchasing Securities. It may be supplemented from time to
time. It is not a "prospectus" for the purposes of the Prospectus Regulation (see "Important Legal
Information – Warning" below).
Who are the Issuers and the Guarantors of the Securities?
The Securities will be issued by one of (i) JPMorgan Chase Financial Company LLC, (ii) J.P. Morgan
Structured Products B.V., (iii) JPMorgan Chase Bank, N.A. and (iv) JPMorgan Chase & Co. The
relevant "Pricing Supplement" document (as described below) will specify which of these companies is
the Issuer of the relevant Securities. Securities issued by JPMorgan Chase Financial Company LLC
will be guaranteed by JPMorgan Chase & Co. (the "JPMorgan Chase & Co. Guarantee"). Securities
issued by J.P. Morgan Structured Products B.V. will be guaranteed by JPMorgan Chase Bank, N.A.
(the "JPMorgan Chase Bank, N.A. Guarantee") (each of the JPMorgan Chase & Co. Guarantee and
the JPMorgan Chase Bank, N.A. Guarantee, a "Guarantee" and together, the "Guarantees"). Securities
issued by JPMorgan Chase Bank, N.A. or JPMorgan Chase & Co. will not be the subject of a
guarantee.
The Securities are unsecured and unsubordinated general obligations of the relevant Issuer (and, if
applicable, the relevant Guarantor). All payments or deliveries to be made by the relevant Issuer (and,
if applicable, the relevant Guarantor) under the Securities are subject to the credit risk of the relevant
Issuer (and, if applicable, the relevant Guarantor). The potential return on and value of the Securities
will be adversely affected in the event of a default or deterioration in the financial position of the
relevant Issuer (and, if applicable, the relevant Guarantor). The financial and other information which
is incorporated by reference into this Offering Circular, together with other information provided in this
Offering Circular, provides a description of each Issuer's business activities as well as certain financial
information and material risks faced by each Issuer.
What are the Securities?
The relevant Issuer may issue Securities in the form of any of (i) Warrants (ii) Certificates and (iii)
Notes (all of which are referred to as "Securities"), under the Structured Products Programme for the
issuance of Notes, Warrants and Certificates (the "Programme"). Securities may (a) have any maturity
(save that any Securities issued by JPMorgan Chase & Co. will not have a maturity of less than one
year from the date of their issue), (b) be listed and traded on an exchange-regulated (or other) market,
or not listed or traded, (c) be unrated or rated, (d) be non-interest bearing or bear fixed or floating rate
interest or other variable interest, (e) have interest and/or redemption amounts which are dependent on
the performance of one or more "Reference Assets" (as described below), (f) be settled by way of cash
payment or physical delivery and (g) provide that the scheduled amount payable could be as low as
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iii
zero or else provide some level of minimum scheduled amount payable at maturity (subject to the
credit risk of the relevant Issuer and, if applicable, the relevant Guarantor). Notwithstanding the
foregoing, JPMCFC will not issue Securities in the form of Warrants and Securities issued by JPMCFC
will not be subject to physical delivery.
What are the Reference Assets?
The return on the Securities may be dependent on the performance of one or more "Reference Assets".
The types of Reference Assets to which Securities issued under the Programme may be linked are (i) a
share or a depositary receipt (ii) a share index, (iii) a commodity, (iv) a commodity index, (v) a foreign
exchange rate, (vi) a fund (regulated or unregulated, mutual, exchange traded tracker or hedge), (vii)
the credit of a specified entity or entities, (viii) a consumer price or other inflation index, (ix) an
interest rate or constant maturity swap rate or any other rate, (x) a loan or bond or other debt obligation
or certificate, (xi) a basket of the above or (xii) any combination of any of the above or other types of
reference asset(s). The relevant Issuer is under no obligation to hold a Reference Asset, and holders of
Securities will have no beneficial interest or any other rights in relation to any Reference Assets.
What are Pricing Supplements?
A "Pricing Supplement" document will be prepared in relation to each tranche of Securities, and sets
out the specific details of the Securities. For example, the Pricing Supplement will contain the issue
date, the maturity date, the Reference Asset(s) to which the Securities are linked and specify the
method used to calculate the redemption amount and any interest/coupon payments (if applicable).
What documents should I read before purchasing Securities?
You should read the applicable Pricing Supplement, together with this Offering Circular (including the
information incorporated by reference in it), before deciding to purchase any Securities.
This Offering Circular will be supplemented and replaced after the date hereof from time to time. If
you purchase Securities after the date of the applicable Pricing Supplement, you should review the
most recent version (if any) of this Offering Circular and each supplement thereafter up to (and
including) the date of purchase to ensure that you have the most up to date information on the Issuer
and (if applicable) the relevant Guarantor on which to base your investment decision (note that the
terms and conditions of the Securities will remain as described in the applicable Pricing Supplement
and the version of the Offering Circular described in the Pricing Supplement, subject to any
amendments notified to Holders). Each supplement and replacement version (if any) to the Offering
Circular can be found on (www.bourse.lu) and (www.ise.ie).
What are the principal risks?
Securities issued under the Programme may include "derivative securities" (under the Prospectus
Regulation (as defined below)), and an investment in Securities is subject to a number of risks, as
described in the section of this Offering Circular entitled "Risk Factors" below.
Securities are speculative investments, and returns may at times be volatile and losses may occur
quickly and in unanticipated magnitude. Depending on the particular "payout" terms of the Securities,
you may bear the risk of losing some or up to all of your investment depending on the performance of
the Reference Asset(s) to which your Securities are linked.
Even if the relevant Securities provide for a minimum scheduled amount payable at maturity, you
could still lose some or up to all of your investment where (i) the relevant Issuer (and, if applicable, the
relevant Guarantor) becomes insolvent or otherwise fails to meet its payment (or delivery) obligations
under the Securities, (ii) you are able to sell your Securities prior to maturity (which may not be the
case, as there may not be a secondary market for them), but the amount you receive is less than what
you paid for them, (iii) your Securities are redeemed or terminated by the relevant Issuer prior to
maturity due to the occurrence of one or more specified events as provided in the terms and conditions
of the Securities, and the amount you receive on such early redemption or termination is less than what
you paid for the Securities or (iv) the terms and conditions of your Securities are unilaterally adjusted
by the relevant Issuer due to the occurrence of one or more specified events as described in the terms
and conditions of the Securities, resulting in a reduced return.
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iv
You should not acquire any Securities unless you (whether by yourself or in conjunction with your
financial adviser) understand the nature of the relevant Securities and the extent of your exposure to
potential loss on the Securities, and any investment in Securities must be consistent with your overall
investment strategy. You (whether by yourself or in conjunction with your financial adviser) should
consider carefully whether the particular Securities are suitable for you in the light of your investment
objectives, financial capabilities and expertise. You should consult your own legal, tax, accountancy,
regulatory, investment and other professional advisers as may be required to assist you in determining
the suitability of the Securities for you as an investment.
You should read, in particular, the sections of this Offering Circular entitled "Risk Factors" and
"Commonly Asked Questions" for important information prior to making any decision to
purchase Securities.
Potential for Discretionary Determinations by the Calculation Agent and the Issuer under the
Securities
Under the terms and conditions of the Securities, following the occurrence of certain events outside of
the control of JPMorgan Chase (as defined below), the Calculation Agent and/or the Issuer may
exercise discretion to take one or more of the actions available to it in order to deal with the impact of
such event on the Securities or (if applicable in respect of the terms and conditions of the particular
Securities) the Issuer's hedging arrangements. Any such discretionary determinations could have a
material adverse impact on the value of and return on the Securities. An overview of the potential for
discretionary determinations by the Calculation Agent and the Issuer under the Securities is provided in
the section of this Offering Circular entitled "Overview of the Potential for Discretionary
Determinations by the Calculation Agent and the Issuer".
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TABLE OF CONTENTS
Page
IMPORTANT NOTICES ................................................................................................................. 1
Provides important information in relation to the status of the Securities, each Guarantee, offering
restrictions in relation to the Securities and restrictions on the use of the Offering Circular. It is
relevant to all Securities.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................... 8
Sets out considerations that should be taken into account when reading any statement relating to future
events and circumstances. It is relevant to all Securities.
SUMMARY OF THE PROGRAMME ........................................................................................... 10
Provides a summary of the key information contained within this Offering Circular. It is relevant to all
Securities.
RISK FACTORS ............................................................................................................................... 29
Sets out the principal risks inherent in investing in Securities and the risks that may affect the relevant
Issuer's and (if applicable) the relevant Guarantor's ability to fulfil their respective obligations under
the Securities. It is relevant to all Securities.
CONFLICTS OF INTEREST .......................................................................................................... 120
Provides a description of various potential conflicts of interest that JPMorgan Chase is subject to in
respect of the Securities, and which could have an adverse effect on the Securities. It is relevant to all
Securities.
DOCUMENTS INCORPORATED BY REFERENCE ................................................................. 123
Incorporates financial and other information for each Issuer. It is relevant to all Securities.
GENERAL DESCRIPTION OF THE PROGRAMME ................................................................ 131
Provides an overview of certain important information in relation to the Programme and this Offering
Circular. It is relevant to all Securities.
COMMONLY ASKED QUESTIONS ............................................................................................. 136
Provides answers to some of the questions which investors may have when considering an investment
in the Securities and provides an introduction to the Issuers, the types of Securities which may be
issued under the Programme and certain terms of such Securities. It is relevant to all Securities.
OVERVIEW OF THE POTENTIAL FOR DISCRETIONARY DETERMINATIONS BY THE
CALCULATION AGENT AND THE ISSUER .............................................................................. 157
Overview of the types of events that could give rise to a discretionary determination by the Calculation
Agent or the Issuer and the actions available to them to deal with the impact of such events.
TERMS AND CONDITIONS OF THE SECURITIES .................................................................. 170
Comprises (i) the General Conditions and (ii) the applicable Specific Product Provisions:
I. GENERAL CONDITIONS .....................................................................................................170
Sets out the terms and conditions that apply to all Securities.
II. SPECIFIC PRODUCT PROVISIONS ..................................................................................286
Each of the following nine sections sets out additional terms and conditions for Securities linked
to a particular type of Reference Asset (Annexes 1-4 and 7-9) or in relation to a particular
product (Annexes 5 and 6). Only those Specific Product Provisions specified in the relevant
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vi
Pricing Supplement to be applicable will apply to an issuance series of Securities.
● ANNEX 1 - SHARE LINKED PROVISIONS ..............................................................286
Sets out additional terms and conditions that are applicable to Share Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Share Linked
Provisions are applicable.
● ANNEX 2 – INDEX LINKED PROVISIONS ..............................................................306
Sets out additional terms and conditions that are applicable to Index Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Index Linked
Provisions are applicable.
● ANNEX 3 - COMMODITY LINKED PROVISIONS .................................................324
Sets out additional terms and conditions that are applicable to Commodity Linked Securities. It
applies to Securities for which the relevant Pricing Supplement specifies that the Commodity
Linked Provisions are applicable.
● ANNEX 4 - FX LINKED PROVISIONS.......................................................................340
Sets out additional terms and conditions that are applicable to FX Linked Securities. It applies to
Securities for which the relevant Pricing Supplement specifies that the FX Linked Provisions are
applicable.
● ANNEX 5 - MARKET ACCESS PARTICIPATION PROVISIONS .........................350
Sets out additional terms and conditions that are applicable to Market Access Participation
Notes. It applies to Securities for which the relevant Pricing Supplement specifies that the
Market Access Participation Provisions are applicable.
● ANNEX 6 - LOW EXERCISE PRICE WARRANT PROVISIONS ..........................360
Sets out additional terms and conditions that are applicable to Low Exercise Price Warrants. It
applies to Securities for which the relevant Pricing Supplement specifies that the LEPW
Provisions are applicable.
● ANNEX 7 - FUND LINKED PROVISIONS .................................................................369
Sets out additional terms and conditions that are applicable to Fund Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Fund Linked Provisions
are applicable.
● ANNEX 8 – ADDITIONAL RATES FALLBACK PROVISIONS .............................390
Sets out additional terms and conditions that are applicable to Other Variable Linked Interest
Notes. It applies to Securities for which the relevant Pricing Supplement specifies that the
Additional Rates Fallback Provisions are applicable.
● ANNEX 9 – BOND LINKED PROVISIONS ................................................................392
Sets out additional terms and conditions that are applicable to Bond Linked Securities. It applies
to Securities for which the relevant Pricing Supplement specifies that the Bond Linked Provisions
are applicable.
III. APPENDIX 1 - PROVISIONS REGARDING RESOLUTIONS OF HOLDERS OF
GERMAN SECURITIES ........................................................................................................402
Sets out the provisions regarding resolutions of holders of German Securities.
IV. APPENDIX 2 – USD LIBOR BENCHMARK TRANSITION EVENT APPENDIX ........407
Sets out the provisions to supplement the terms and conditions of the Securities to cater for a
benchmark transition event in respect of USD LIBOR.
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FORM OF PRICING SUPPLEMENT ............................................................................................ 411
Provides a template for the Pricing Supplement to be used for each issuance of Securities. It is relevant
to all Securities.
USE OF PROCEEDS ........................................................................................................................ 458
Sets out the use of the proceeds from the sale of Securities. It is relevant to all Securities.
LIMITATIONS OF THE JPMORGAN CHASE BANK, N.A. GUARANTEE AND FORM OF
JPMORGAN CHASE BANK, N.A. GUARANTEE ....................................................................... 459
Sets out the limitations of the guarantee given by JPMorgan Chase Bank, N.A. in respect of Securities
issued by J.P. Morgan Structured Products B.V as well as the form of such guarantee. It is only
relevant to Securities issued by J.P. Morgan Structured Products B.V.
LIMITATIONS OF THE JPMORGAN CHASE & CO. GUARANTEE AND FORM OF
JPMORGAN CHASE & CO. GUARANTEE ................................................................................. 464
Sets out the limitations of the guarantee given by JPMorgan Chase & Co. in respect of Securities
issued by JPMorgan Chase Financial Company LLC as well as the form of such guarantee. It is only
relevant to Securities issued by JPMorgan Chase Financial Company LLC.
JPMORGAN CHASE FINANCIAL COMPANY LLC ................................................................. 469
Provides key information in relation to JPMorgan Chase Financial Company LLC.
BOOK-ENTRY CLEARING SYSTEMS ........................................................................................ 471
Provides information on the rules and procedures of the relevant clearing system in which the
Securities may be cleared and settled. It is relevant to all Securities.
SUBSCRIPTION AND SALE .......................................................................................................... 476
Provides a summary of certain restrictions regarding the offer and sale of the Securities. It is relevant
to all Securities.
PURCHASER REPRESENTATIONS AND REQUIREMENTS AND TRANSFER
RESTRICTIONS ............................................................................................................................... 509
Sets out certain representations and requirements and transfer restrictions with respect to each
issuance of Securities. It is relevant to all Securities.
CERTAIN ERISA CONSIDERATIONS ........................................................................................ 542
Provides an overview of certain ERISA considerations. It is relevant to all Securities.
TAXATION ....................................................................................................................................... 547
Provides an overview of certain taxation considerations relating to the Securities. It is relevant to all
Securities.
IMPORTANT LEGAL INFORMATION ....................................................................................... 635
Sets out important legal information relating to the Securities.
GENERAL INFORMATION ........................................................................................................... 637
Provides certain additional information on the Securities, the Offering Circular, the Programme and
the Issuers. It is relevant to all Securities.
`INDEX OF DEFINED TERMS ...................................................................................................... 641
An index of all defined terms used in this Offering Circular.
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Important Notices
1
IMPORTANT NOTICES
Status of the Securities
The Securities are unsecured and unsubordinated general obligations of the relevant Issuer and
not of any affiliate of that Issuer.
Status of the JPMorgan Chase Bank, N.A. Guarantee
The JPMorgan Chase Bank, N.A. Guarantee is an unsecured and unsubordinated general
obligation of JPMorgan Chase Bank, N.A. and not of any of its affiliates.
Status of the JPMorgan Chase & Co. Guarantee
The JPMorgan Chase & Co. Guarantee is an unsecured and unsubordinated general obligation
of JPMorgan Chase & Co. and not of any of its affiliates.
Status of the Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank,
N.A. Guarantee
The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank, N.A.
Guarantee: (i) are not savings accounts or deposits of JPMorgan Chase Bank, N.A. or any bank
or non-bank subsidiary of JPMorgan Chase Bank, N.A.; and (ii) will rank pari passu with all
other unsecured and unsubordinated indebtedness of JPMorgan Chase Bank, N.A. except
obligations, including U.S. domestic deposits of JPMorgan Chase Bank, N.A., that are subject to
any priorities or preferences by law.
Status of the Securities issued by JPMorgan Chase & Co. and the JPMorgan Chase & Co.
Guarantee
The Securities issued by JPMorgan Chase & Co. and the JPMorgan Chase & Co. Guarantee: (i)
are not savings accounts or deposits of JPMorgan Chase & Co. or any bank or non-bank
subsidiary of JPMorgan Chase & Co., and (ii) will rank pari passu with all other unsecured and
unsubordinated indebtedness of JPMorgan Chase & Co., except obligations that are subject to
any priorities or preferences by law.
Neither the Securities nor the relevant Guarantee are covered by any deposit insurance
protection scheme
Neither the Securities nor the relevant Guarantee are deposits insured by the U.S. Federal
Deposit Insurance Corporation (the "FDIC"), the U.S. Deposit Insurance Fund or any other
governmental agency or instrumentality, in the United States or in any other jurisdiction.
Offering restrictions in the European Economic Area and the United Kingdom
This Offering Circular has been prepared on the basis that any offer of Securities in any Member
State of the European Economic Area (the "EEA") or the United Kingdom (each, a "Relevant
State") will be made pursuant to an exemption under Regulation (EU) 2017/1129, as amended
(the "Prospectus Regulation") from the requirement to publish a prospectus for offers of
Securities. Accordingly, any person making or intending to make an offer in that Relevant State
of Securities which are the subject of an offering contemplated in this Offering Circular as
completed by a Pricing Supplement in relation to the offer of those Securities may only do so in
circumstances in which no obligation arises for the Issuer or the Dealers to publish a prospectus
pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation in relation to such offer. None of the Issuers, Guarantors
or Dealers has authorised, nor do they authorise, the making of any offer of Securities in
circumstances in which an obligation arises for the Issuer to publish a prospectus in the EEA, the
United Kingdom or in any other jurisdiction.
If the Pricing Supplement in respect of any Securities includes a legend entitled "Prohibition of
Sales to EEA and 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
-
Important Notices
2
retail investor in the EEA or 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 (11) of Article 4(1) of
Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive
2016/97/EU (as amended, the "Insurance Distribution Directive"), 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 Securities or otherwise making them available to retail investors in the
EEA or the United Kingdom has been prepared and therefore offering or selling the Securities or
otherwise making them available to any retail investor in the EEA or the United Kingdom may
be unlawful under the PRIIPs Regulation.
Notwithstanding the above paragraph, in the case where the Pricing Supplement in respect of
any Securities includes a legend entitled "Prohibition of Sales to EEA and UK Retail Investors"
but where the Dealer subsequently prepares and publishes a key information document under
the PRIIPs Regulation in respect of such Securities, then following such publication, the
prohibition on the offering, sale or otherwise making available the Securities to a retail investor
as described in the above paragraph and in such legend shall no longer apply.
Certain U.S. restrictions and other disclosure
The Securities, the Guarantees and, in certain instances, the securities to be delivered upon redemption
or exercise of the Securities, if any, have not been and will not be registered under the Securities Act
and trading in the Securities and the Guarantees has not been approved by the CFTC under the
Commodity Exchange Act. The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan
Chase Bank, N.A. Guarantee have not been and will not be registered under the rules of the OCC.
The Securities are being offered and sold only (i) to non-U.S. Persons in offshore transactions in
accordance with Regulation S under the Securities Act ("Regulation S"); provided that such Securities
may also be sold to U.S. Persons that are affiliates (as defined in Rule 405 under the Securities Act) of
the Issuer and (ii), in the case of Rule 144A Securities and of New York Law Notes and Regulation
S/Rule 144A Securities, being offered or sold in reliance on Rule 144A, to qualified institutional
buyers ("QIBs") (as defined in Rule 144A) that are also Eligible Investors (as defined herein) at the
time of sale in reliance on Rule 144A under the Securities Act.
The Securities may not be offered, sold, transferred, pledged, assigned, delivered, exercised or
redeemed at any time within the United States or to, or for the account or benefit of, any U.S. Person
that is not an affiliate (as defined in Rule 405 under the Securities Act), except, in the case of Rule
144A Securities and of New York Law Notes and Regulation S/Rule 144A Securities being sold in
accordance with Rule 144A, in accordance with Rule 144A and in reliance upon the relevant
exemptions from state securities laws and any other applicable laws of other jurisdictions and an
exemption under the Commodity Exchange Act. Hedging transactions involving "equity securities" of
"domestic issuers" (as each such term is defined in the Securities Act and regulations thereunder) may
only be conducted in compliance with the Securities Act.
Investors are hereby notified that sellers of the Securities may be relying on the exemption from the
provisions of Section 5 of the Securities Act provided by Rule 144A.
The Securities issued by JPMorgan Chase Bank, N.A. and the JPMorgan Chase Bank, N.A. Guarantee
may also be offered or sold in reliance upon the exemption from the registration requirements of the
Securities Act provided by Section 3(a)(2) thereof and will be offered and sold pursuant to an
exemption from the registration requirements of the OCC (including, in the case of offers or sales
outside the United States, in compliance with Regulation S as such regulation is incorporated into the
regulations of the OCC pursuant to 12 C.F.R. Section 16.5(g)).
JPMCFC (as defined herein) has not registered, nor intends to register, as an investment company
under the Investment Company Act of 1940, as amended (the "Investment Company Act"). JPMCFC
intends to rely on the exemption from registration as an investment company under the Investment
Company Act afforded by Rule 3a-5 of the Investment Company Act.
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Important Notices
3
JPMSP (as defined herein) has not registered, nor intends to register, as an investment company under
the Investment Company Act. JPMSP intends to rely on the exemption from registration as an
investment company under the Investment Company Act afforded by Section 3(c)(7) of the Investment
Company Act. In order to rely on such exemption, JPMSP is required to limit the purchase in the
United States of Securities issued by JPMSP to qualified purchasers ("QPs") (as defined in Section
2(a)(51) and related rules under the Investment Company Act).
If a legal or beneficial owner of a Security is a U.S. Person and (i) not a QIB, (ii) not a QP in relation to
Securities issued by JPMSP, (iii) not an Eligible Contract Participant ("ECP") (as defined in Section
1(a)(12) of the Commodity Exchange Act), (iv) in relation to Securities issued by JPMSP, neither (a) a
major U.S. institutional investor ("MUSIV") (as defined in Rule 15a-6(b)(4) under the U.S. Securities
Exchange Act of 1934, as amended (the "Exchange Act")) nor (b) a Qualified Offshore Client (as
defined in the General Conditions) or (v) (a) in the case of Securities which are Notes held in definitive
form or of Warrants or Certificates (in definitive or global form), has not remained in compliance with
the provisions of the relevant Investor Letter of Representations at the time of any acquisition thereof
in a transaction to or through the relevant Issuer or the Dealer and (b) in the case of Notes represented
by a Global Security, has not remained in compliance with the representations such beneficial holder is
deemed to have made, the relevant Issuer may, at its discretion, cause any such Securities to be sold or
give notice to the transferee that such Securities will be redeemed pursuant to the General Conditions
and the Programme Agreement.
For a description of certain additional restrictions on offers and sales of the Securities, on distribution
of this Offering Circular and the relevant Pricing Supplement and of certain agreements and
representations that any person who purchases Securities at any time is required to make, or is deemed
to have made, as a condition to purchasing such Security or any legal or beneficial interest therein, see
the sections of this Offering Circular entitled "Subscription and Sale" and "Purchaser representations
and requirements and transfer restrictions" below.
The Securities, other than (i) Rule 144A Securities and (ii) Regulation S/Rule 144A Securities and
New York Law Notes being offered or sold in accordance with Rule 144A, are being offered and sold
outside the United States to non-U.S. Persons in offshore transactions in accordance with Regulation S
and may not at any time be legally or beneficially owned by any U.S. Person that is not an affiliate (as
defined in Rule 405 under the Securities Act) of the Issuer at any time.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities
commission has approved or disapproved of the Securities and the Guarantees or determined
that this Offering Circular is accurate or complete. Any representation to the contrary is a
criminal offence. The OCC has not approved or disapproved of the Securities issued by
JPMorgan Chase Bank, N.A. or the JPMorgan Chase Bank, N.A. Guarantee or determined that
this Offering Circular is accurate or complete.
General restriction on distribution of this Offering Circular
The distribution of this Offering Circular and the offering or sale of the Securities in certain
jurisdictions may be restricted by law. Persons into whose possession this Offering Circular comes are
required by the Issuers, the Guarantors, the Dealers and the Arranger to inform themselves about and to
observe any such restriction. The publication of this Offering Circular is not intended as an offer or
solicitation for the purchase or sale of any financial instrument in any jurisdiction where such offer or
solicitation would violate the laws of such jurisdiction.
No other person is authorised to give information on the Securities beyond what is in this
Offering Circular and related Pricing Supplement
No person has been authorised to give any information or to make any representation other than as
contained in this Offering Circular 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
relevant Issuer, JPMorgan Chase Bank, N.A., as guarantor under the JPMorgan Chase Bank, N.A.
Guarantee, JPMorgan Chase & Co. as guarantor under the JPMorgan Chase & Co. Guarantee or any of
the Dealers or J.P. Morgan Securities plc as arranger (the "Arranger").
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Important Notices
4
The information in this Offering Circular (and any supplement) is subject to change
Neither the delivery of this Offering Circular nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the relevant Issuer
or the relevant Guarantor (if applicable) since the date hereof or the date upon which this Offering
Circular has been most recently supplemented or replaced or that there has been no adverse change in
the financial position of the relevant Issuer or the relevant Guarantor (if applicable), since the date
hereof or the date upon which this Offering Circular has been most recently supplemented or replaced
or that any other information supplied in connection with the Programme is correct as of any time
subsequent to the date on which it is supplied or, if different, the date indicated in the document
containing the same.
Important Swiss notices
The Securities do not constitute a participation in a collective investment scheme in the meaning
of the Swiss Federal Act on Collective Investment Schemes and they are neither subject to
approval nor supervision by the Swiss Financial Market Supervisory Authority ("FINMA") and
investors are exposed to the credit risk of the Issuer and, if applicable, the relevant Guarantor.
Swiss Securities and the Guarantees are governed by and shall be construed in accordance with
English law. The Courts of England are to have exclusive jurisdiction to settle any disputes,
controversy, proceedings or claim of whatever nature that may arise out of or in connection with
any Securities, including the Guarantees.
In accordance with article 109 of the Swiss Financial Services Ordinance, this Offering Circular has
been prepared in compliance with the Listing Rules of SIX Swiss Exchange in their version dated 8
November 2019 and in force as of 1 January 2020. Consequently, this Offering Circular has not been
and will not be reviewed or approved by a Swiss reviewing body pursuant to article 51 of the Swiss
Financial Services Act, and does not comply with the disclosure requirements applicable to a
prospectus approved by such a reviewing body under the Swiss Financial Services Act.
Disclaimer by Arranger and Dealers
The Arranger and the Dealers have not separately verified the information contained in this Offering
Circular. None of the Arranger or any of the Dealers makes any representation, express or implied, or
accepts any responsibility, with respect to the accuracy or completeness of any of the information in
this Offering Circular. None of the Arranger or any of the Dealers undertakes to review the financial
condition or affairs of any of the Issuers or the Guarantors during the life of the arrangements
contemplated by this Offering Circular nor to advise any potential purchaser or Holder of Securities of
any information coming to the attention of the Arranger or any of the Dealers.
Not a basis for a credit or other evaluation and not a recommendation to purchase Securities
This Offering Circular is not intended to provide the basis of any credit or other evaluation and should
not be considered as a recommendation by any of the Issuers, any of the Guarantors, the Arranger or
the Dealers that any recipient of this Offering Circular should purchase the Securities. Each potential
purchaser of Securities should determine for himself or herself or itself the relevance of the information
contained in this Offering Circular and any purchase of Securities should be based upon such
investigation as such potential purchaser deems necessary.
Important Dutch notice
None of JPMCFC, JPMorgan Chase & Co. or JPMorgan Chase Bank, N.A. has received authorisations
from De Nederlandsche Bank NV for the pursuit of the business of a bank in The Netherlands and are
not licensed pursuant to section 2:11(1) of the Netherlands Financial Supervision Act (Wet op het
financieel toezicht). However, they are permitted to issue Securities in The Netherlands under the
Netherlands Financial Supervision Act.
Important Jersey notice
The Jersey Financial Services Commission (the "Commission") has given, and has not withdrawn, its
consent under Article 8 of the Control of Borrowing (Jersey) Order 1958 to the circulation in Jersey of
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Important Notices
5
an offer for subscription, sale or exchange of Securities by the Issuers. The Commission is protected by
the Control of Borrowing (Jersey) Law 1947, as amended, against liability arising from the discharge
of its functions under that law. It must be distinctly understood that, in giving these consents, the
Commission does not take any responsibility for the financial soundness of the Issuers or for the
correctness of any statements made, or opinions expressed, with regard to them.
Stabilising legend
In connection with the issue of any Tranche of Securities, the Dealer or Dealers (if any) named as the
Stabilising Manager(s) (or persons acting on behalf of any Stabilising Manager(s)) in the relevant
Pricing Supplement may over-allot Securities or effect transactions with a view to supporting the
market price of the Securities at a level higher than that which might otherwise prevail. 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 Securities is made
and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the issue
date of the relevant Tranche of Securities and 60 days after the date of the allotment of the relevant
Tranche of Securities. Any stabilisation action or over-allotment shall be conducted in accordance with
all applicable laws and rules.
Approvals of the Offering Circular, listing and admission to trading
Euronext Dublin's GEM
This Offering Circular has been approved by the Irish Stock Exchange plc trading as Euronext Dublin
("Euronext Dublin") as base listing particulars pursuant to the listing and admission to trading rules of
Euronext Dublin (the "GEM Rules") in connection with the admission to the Official List of Euronext
Dublin and to trading on the Global Exchange Market (the "GEM") of Euronext Dublin of Securities
issued by JPMCFC, JPMSP, JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co.
The Form of Pricing Supplement has also been approved by Euronext Dublin pursuant to the GEM
Rules in connection with the admission to the Official List of Euronext Dublin and to trading on the
GEM of Securities issued by JPMCFC, JPMSP, JPMorgan Chase Bank, N.A. and JPMorgan Chase &
Co.
Luxembourg Stock Exchange's Euro MTF
This Offering Circular has been approved by the Luxembourg Stock Exchange in connection with the
admission to the Official List of the Luxembourg Stock Exchange and to trading on the Luxembourg
Stock Exchange's Euro MTF (the "Euro MTF") of Securities issued by JPMCFC, JPMSP, JPMorgan
Chase Bank, N.A. and JPMorgan Chase & Co. on the Official List of the Luxembourg Stock
Exchange's Euro MTF. This Offering Circular constitutes a prospectus for the purposes of Part IV of
the Luxembourg Law dated 16 July 2019 on prospectuses for securities and is valid for a period of 12
months from the date of this Offering Circular.
Switzerland (SIX Swiss Exchange)
In respect of Securities to be listed on the SIX Swiss Exchange AG (the "SIX Swiss Exchange"), the
relevant Pricing Supplement in respect of such Securities will specify whether an application for such
listing and the corresponding application for trading of such Securities on SIX Swiss Exchange or any
successor thereto or any such other exchange as the relevant Pricing Supplement may specify has been
or will be made. In the case of a listing of a Series or Tranche on the SIX Swiss Exchange, this
Offering Circular will constitute an "issuance programme" pursuant to Article 22 of the SIX Swiss
Exchange's Additional Rules for the Listing of Derivatives and may be supplemented from time to time
by filing an appropriate supplement (each, a "Supplement") with the SIX Swiss Exchange modifying,
updating or amending the information contained herein.
In respect of Securities to be listed on the SIX Swiss Exchange, this Offering Circular, together with
any Supplement and the relevant Pricing Supplement, will constitute the listing prospectus pursuant to
the Listing Rules of the SIX Swiss Exchange.
Securities issued by JPMCFC, JPMSP, JPMorgan Chase Bank, N.A. and JPMorgan Chase & Co. may,
subject to compliance with all relevant laws, also be listed on other exchanges which are not regulated
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Important Notices
6
markets for the purposes of the Markets in Financial Instrument Directive (Directive 2014/65/EU, as
amended, "MiFID II"), as indicated in the relevant Pricing Supplement.
Securities issued by JPMCFC will not be listed on the SIX Swiss Exchange.
CREST Depository Interests
If specified in the relevant Pricing Supplement, investors may hold indirect interests in Securities
issued by JPMSP through Euroclear UK & Ireland Limited ("CREST") through the issuance of
dematerialised depository interests ("CDIs"). CDIs are independent securities constituted under
English law and transferred through CREST and will be issued by CREST Depository Limited or any
successor thereto pursuant to the global deed poll dated 25 June 2001 (as subsequently modified,
supplemented and/or restated). See "Book-Entry Clearing Systems" below for more information in
relation to CDIs.
Important notice in relation to Securities offered in the Kingdom of Bahrain
In relation to investors in the Kingdom of Bahrain, Securities issued in connection with this Offering
Circular and related offering documents must be in registered form and must only be marketed to
existing account holders and accredited investors as defined by the Central Bank of Bahrain ("CBB")
in the Kingdom of Bahrain where such investors make a minimum investment of at least U.S.$
100,000, or any equivalent amount in other currency or such other amount as the CBB may determine.
This offer does not constitute an offer of securities in the Kingdom of Bahrain in terms of Article 81 of
the Central Bank and Financial Institutions Law 2006 (decree Law No. 64 of 2006). This Offering
Circular and related offering documents have not been and will not be registered as a prospectus with
the CBB. Accordingly, no Securities may be offered, sold or made the subject of an invitation for
subscription or purchase nor will this Offering Circular or any other related document or material be
used in connection with any offer, sale or invitation to subscribe or purchase securities, whether
directly or indirectly, to persons in the Kingdom of Bahrain, other than as marketing to accredited
investors for an offer outside Bahrain.
The CBB has not reviewed, approved or registered the Offering Circular or related offering documents
and it has not in any way considered the merits of the securities to be marketed for investment, whether
in or outside the Kingdom of Bahrain. Therefore, the CBB assumes no responsibility for the accuracy
and completeness of the statements and information contained in this document and expressly
disclaims any liability whatsoever for any loss howsoever arising from reliance upon the whole or any
part of the content of this document.
No offer of Securities will be made to the public in the Kingdom of Bahrain and this Offering Circular
must be read by the addressee only and must not be issued, passed to, or made available to the public
generally.
THE CBB AND THE BAHRAIN BOURSE ASSUME NO RESPONSIBILITY FOR THE
ACCURACY AND COMPLETENESS OF THE STATEMENTS AND INFORMATION
CONTAINED IN THIS OFFERING CIRCULAR AND EXPRESSLY DISCLAIM ANY LIABILITY
WHATSOEVER FOR ANY LOSS HOWSOEVER ARISING FROM RELIANCE UPON THE
WHOLE OR ANY PART OF THE CONTENTS OF THIS OFFERING CIRCULAR.
EACH OF THE RESPONSIBLE PERSONS (AS DEFINED IN "IMPORTANT LEGAL
INFORMATION" BELOW) ACCEPTS RESPONSIBILITY FOR THE INFORMATION GIVEN IN
THIS OFFERING CIRCULAR AND CONFIRMS THAT, HAVING TAKEN ALL REASONABLE
CARE TO ENSURE THAT SUCH IS THE CASE, THE INFORMATION CONTAINED IN THIS
OFFERING CIRCULAR IS, TO THE BEST OF ITS KNOWLEDGE, IN ACCORDANCE WITH
THE FACTS AND DOES NOT OMIT ANYTHING LIKELY TO AFFECT ITS IMPORT.
Any offer of Securities to investors in the Kingdom of Bahrain will be made by way of private
placement. For the avoidance of doubt, no offer of Securities will be made to the public in the
Kingdom of Bahrain. All offers of Securities to investors in the Kingdom of Bahrain are therefore
intended for "Accredited Investors" only. "Accredited Investors" a