RISK FACTORS RELATING TO THE NOTES
PROSPECTIVE INVESTORS MUST REVIEW THE APPLICABLE FINAL TERMS TO ASCERTAIN WHAT THE RELEVANT REFERENCE ITEM(S) ARE AND TO SEE HOW
5 Additional risks associated with Notes linked to a particular Reference Item 1 Index Linked Notes
5.2 Equity Linked Notes
(i) Features
Equity Linked Interest Notes and/or Equity Linked Redemption Notes may be issued under the Programme (together the “Equity Linked Notes”).
The amount of interest payable on Equity Linked Interest Notes will depend on which of the following Interest Variable Options is specified: “Evolution of Underlying Equity” or “Evolution of Basket of Underlying Equities”, “Asian Option – Underlying Equity” or “Asian Option – Basket of Underlying Equities” or “Digital Option”. Prospective investors should consider the relevant sections of risk factor 7 relating to the specific Interest Variable Option specified for the Notes in which they wish to invest.
The Redemption Amount payable on Equity Linked Redemption Notes is determined by reference to how the value (or, as applicable, average value) of the specified Underlying Equity / Basket of Underlying Equities determined at maturity has performed when compared against the product of (i) the initial value (or, as applicable, average value) of the specified Underlying Equity / Basket of Underlying Equities and (ii) the applicable Scaling Factor (see risk factor 8.5), with the result being multiplied by the relevant Equity Redemption Multiplier (see risk factor 8.3). If such value at maturity is lower than the product of such initial value and the Scaling Factor, unless the Floor % is specified in the applicable Final Terms to be greater than or equal to 100 per cent., the Redemption Amount could be less than the nominal amount of such Equity Linked Redemption Notes and investors could lose all or a significant portion of their investment.
(ii) Factors affecting the performance of the Underlying Equities may adversely affect the value of the Notes
The performance of equities is dependent upon macroeconomic factors, such as interest rates and price levels on the capital markets, currency developments, political factors and company- specific factors such as earnings position, market position, risk situation, shareholder structure and distribution policy.
(iii) Determinations made by the Calculation Agent in respect of Potential Adjustment Events, other relevant events or Additional Disruption Events may have an adverse effect on the value of the Notes
In case a specified Potential Adjustment Event occurs which according to the Calculation Agent has a diluting, concentrative or other effect on the theoretical value of the Underlying Equity or Equities (which may be or include an ETF Share), or where other extraordinary events occur that comprise a De-listing, Merger Event, Nationalisation, Insolvency (other than in respect of an ETF Share) and/or Tender Offer in relation to such an Underlying Equity or Equity Issuer, (i) the Calculation Agent has broad discretion (in certain cases at the direction of the Issuer) to make certain determinations to account for such event, including to make adjustments to the
terms of the Notes and/or (ii) (in the case of such other specified extraordinary events) the Issuer may early redeem the Notes. Any of the abovementioned determinations may have an adverse effect on the value of the Notes.
(iv) No claim against the Equity Issuer of the Underlying Equities or recourse to the Underlying Equities
Equity Linked Notes do not represent a claim against or an investment in any Equity Issuer (which includes any ETF Issuer in the content of an ETF Share) to which they are linked and Noteholders will not have any right of recourse under the Notes to any such Equity Issuer or the equities. The Notes are not in any way sponsored, endorsed or promoted by any Equity Issuer and such companies have no obligation to take into account the consequences of their actions for any Noteholders. Accordingly, the Equity Issuer may take any actions in respect of such Underlying Equity without regard to the interests of the Noteholders, and any of these actions could adversely affect the market value of the Notes.
In the case of Notes relating to Underlying Equities, no Equity Issuer (which includes any ETF Issuer in the content of an ETF Share) will have participated in the preparation of the relevant Conditions and/or Final Terms of the Notes and neither the Issuer nor any Dealer will make any investigation or enquiry in connection with such offering with respect to the information concerning any such Equity Issuer contained in such Final Terms or in the documents from which such information was extracted. Consequently, there can be no assurance that all events occurring prior to the relevant Issue Date (including events that would affect the accuracy or completeness of the publicly available documents described in this paragraph or in any relevant Final Terms) that would affect the trading price of the Underlying Equities will have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning such an Equity Issuer could affect the trading price of the Underlying Equities and therefore the trading price of the Notes.
(v) Additional risks associated with ETF Shares as Underlying Equities
(a) Where the Underlying Equity is an ETF Share, there may be divergence from its underlying share, basket or index
Where the Notes are linked to an ETF and the investment objective of such ETF is to track the performance of a share, basket or an index, the investors in such Notes are exposed to the performance of such ETF share rather than the underlying share, basket or index such ETF share tracks. For certain reasons, including to comply with certain tax and regulatory constraints, an ETF may not be able to track or replicate the underlying share, basket (or any constituent thereof) or index, which could give rise to a difference between the performance of the underlying share, basket or index and such ETF share. Accordingly, investors who purchase Notes that are linked to an ETF may receive a lower return than if such investors had invested in the share, basket or the index underlying such ETF share directly.
(b) Action by ETF Adviser, ETF Administrator or sponsor of an ETF may adversely affect the Notes
Any relevant ETF Adviser, ETF Administrator or sponsor of an ETF will have no involvement in the offer and sale of the Notes and will have no obligation to any investor in such Notes. Any such ETF Adviser, ETF Administrator or sponsor of an ETF may take any actions in respect of such ETF without regard to the interests of the Noteholders, and any of these actions could adversely affect the market value of the Notes.