Final Termsheet
Private Placement Participation Product SSPA Product Type: 1300
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Tracker Certificate on the 3-D-Printing Strategy
Bullish
Final Fixing Date 07/06/2018; issued in USD; not listed
This Product may only be sold to qualified investors within the meaning of Section 10 of the Swiss Federal Act on Collective Investment Schemes (CISA).
Investors should read the section “Significant Risks” below as well as the section “Risk Factors” of the relevant Programme.
This Product is a derivative instrument. It does not qualify as unit of a collective investment scheme pursuant to art. 7 et seqq. of the Swiss Federal Act on Collective Investment Schemes (CISA) and is therefore neither registered nor supervised by the Swiss Financial Market Supervisory Authority FINMA. Investors do not benefit from the specific investor protection provided under the CISA.
I. PRODUCT DESCRIPTION
The Product provides exposure to 3-D-Printing Strategy - an actively managed strategy (the “Strategy”). The Strategy is discretionarily managed by Jud & Partner Vermögensverwaltungs AG(the “Strategy Sponsor”). Please refer to the rule book 3-D-Printing Strategy dated 10/06/2013 (the “Rule Book”) for more details on the Strategy and its components (each a “Component”). The Strategy Sponsor determines and is responsible for the composition of the Strategy subject to the strategy rules set out in the Rule Book. The Strategy Sponsor makes its decisions independently on the basis of its own evaluations and assessments in relation to the composition of and adjustments to the Strategy.
The Strategy Sponsor has a significant scope of discretion in terms of the Strategy’s composition and is solely responsible for the selection of the initial Components in the actively managed Strategy and all subsequent adjustments. Neither the Calculation Agent nor the Strategy Calculation Agent take any responsibility for the composition of, adjustment to and the success of the Strategy. Neither the Calculation Agent nor the Strategy Calculation Agent are obliged to verify compliance with the strategy rules set out in the Rule Book or to intervene in case of non-compliance with the strategy rules set out in the Rule Book.
Secondary market will be provided on a best effort basis.
Underlying___________________________________________________________________________
Underlying Strategy Sponsor Strategy Calculation Agent
Initial Fixing Level Currency 3-D-Printing Strategy
(the “Strategy”)1
Jud & Partner
Vermögensverwaltungs AG
EFG Financial Products AG, Zurich, Switzerland
99.50 USD
1 The initial and latest compositions of the Strategy (the “Component(s)”) are illustrated in Appendix 1 and 2 respectively.
Upon request the Calculation Agent will provide Investors with the trade history of the Strategy (“Appendix 3”) ([email protected]).
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Product Details_______________________________________________________________________
Swiss Security Number 21229739
ISIN CH0212297391
Issue Price USD 100
Issue Size 100’000 Certificate(s) (can be increased at any time) Settlement Currency USD
Conversion Ratio 1.0 (1.0 Product corresponds to 1.0 Underlying) Initial Strategy Value USD 99.50
Dates________________________________________________________________________________
Initial Fixing Date 14/06/2013
Issue Date 21/06/2013
Final Fixing Date 07/06/2018 or in the case of an exercise of the Issuer’s Termination Right as specified by the Issuer in its Termination Notice (subject to Market Disruption Event provisions)
Redemption Date The 5th Business Day following the Final Fixing Date or as the case may be the early termination date (subject to Settlement Disruption Event provisions)
Redemption_________________________________________________________________________
The Investor is entitled to receive from the Issuer on the Redemption Date a Cash Settlement in the Settlement Currency equal to:
Conversion Ratio Final Fixing Level
Final Fixing Level Means the Strategy Level (as defined in the Rule Book) of the Underlying on the Final Fixing Date and as reasonably defined by the Calculation Agent. The Final Fixing Level will reflect any costs levied onto the Calculation Agent for unwinding its hedge position in the Underlying. In case the Final Fixing Level cannot be established by the Calculation Agent for whatever reason, including but not limited to absence of market prices for one or more Components, the Issuer may at his sole discretion instead of the Cash Settlement, opt for the delivery of the Components (in whole or in part). Fractional entitlements to a Component, as determined by the Calculation Agent in a commercially reasonable manner, will be paid by way of a Cash Settlement in the Settlement Currency.
Issuer’s Termination Right The Issuer may call all Certificates for Early Redemption at any time with a 10 Business Days notice (the “Termination Notice”) by announcement of the exercise of its Termination Right (the “Termination Announcement”) on the Paying Agent’s website, notifying the Final Fixing Date and the respective Redemption Date.
Following such announcement the Certificates will be redeemed on the Redemption Date for a value equal to the formula above.
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Fees The Underlying Strategy may include the following Fees, which are further outlined in the Rule Book:
Management Fee: A Management Fee of 1.50% p.a. will be charged to the Strategy based on the Initial Fixing Level of the Strategy. Further, the Management Fee will be deducted on a daily basis. The Management Fee will be charged to the Money Market component on an annual basis and paid out on a quarterly basis on each 21st calendar day of September, December, March, June (Following Business Day Convention applies), and for the first time on 23 September 2013.
Transaction Costs: For any adjustment to the Strategy the Strategy Calculation Agent will charge any market charges, such as but not limited to, transaction costs or stamp tax for selling/buying of Components.
Other Costs: Additional fees may be charged on individual Components and as outlined in the respective product documentation of the relative Component.
Performance Fee: A Performance Fee of 10.00% will be charged to the Strategy. Further, the Performance Fee will be deducted on a daily basis. The Performance Fee will be charged to the Money Market component on an annual basis and paid out on a quarterly basis on each 21st calendar day of September, December, March, June (Following Business Day Convention applies), and for the first time on 23 September 2013. The Performance Fee is subject to a high watermark.
Rebalancing Fee: For any adjustment to the Strategy the Strategy Calculation Agent will charge any market charges, such as but not limited to, transaction costs or stamp tax for selling/buying of Components. The transaction cost is 10 bps per adjustment on all components (except for the Money Market component where 0 bps apply).
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General Information__________________________________________________________________
Issuer EFG Financial Products AG, Zurich, Switzerland Lead Manager EFG Financial Products AG, Zurich, Switzerland Calculation Agent EFG Financial Products AG, Zurich, Switzerland Paying Agent EFG Financial Products AG, Zurich, Switzerland
Distribution Fees Relevant Fees (as defined in article 27 of the General Terms and Conditions which are a part of the Programme)
Strategy Sponsor Jud & Partner Vermögensverwaltungs AG, Seegartenstrasse 2, 8008 Zürich Strategy Calculation Agent EFG Financial Products AG, Zurich, Switzerland
Listing/Exchange not listed
Secondary Market Daily price indications on a best effort basis will be available from 09:15 - 17:15 CET on www.efgfp.com, Thomson Reuters [ISIN] and Bloomberg [ISIN] Corp or on EFGZ.
The Issuer intends to provide bid and offer prices with a spread of maximum 1.00% on a daily and best efforts basis, under normal market conditions. Consent to resell Products may only be sold or disposed to a third party with the prior consent
of the Lead Manager and only in form of a private placement. Thus, Investors must contact the Lead Manager before they resell the Products.
Quotation Type Secondary market prices are quoted in the Settlement Currency, per Product.
Settlement Type Cash Settlement or Delivery of Underlying Minimum Investment 1 Certificate(s)
Minimum Trading Lot 1 Certificate(s) Minimum Redemption 1 Certificate(s)
Selling Restrictions This Product may only be sold to qualified investors (the term “qualified investor” has the meaning as defined in Section 10 of the Swiss Federal Act on Collective Investment Schemes “CISA”).
No action has been or will be taken to permit a public offering of the Products or possession or distribution of any offering material in relation to the Products in any jurisdiction where such action for that purpose is required. Consequently, any offer, sale or delivery of the Products, or distribution or publication of any offering material relating to the Products, may only be made in or from any jurisdiction in compliance with applicable laws and regulations not imposing any obligations on the Issuer, Guarantor or Lead Manager. Most important jurisdictions where the Products may not be publicly distributed are EEA, UK, Hong Kong and Singapore. The Products may not be offered or sold within the United States or to, or for the account or benefit of US persons (as defined in Regulation S). Detailed information on Selling Restrictions is published in the Programme which is available on the Issuer’s website www.efgfp.com. This Product may only be sold to qualified investors within the meaning of Section 10 of the Swiss Federal Act on Collective Investment Schemes (CISA).
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Clearing SIX SIS Ltd, Euroclear, Clearstream
Public Offering N/A
Form Uncertificated Security / Book-entry
Governing Law/Jurisdiction Swiss/Zurich
The definition “Issuing Party/Parties” as used herein, means the Issuer, as indicated in section “General Information”.
Taxation Switzerland__________________________________________________________________
Swiss Federal Stamp Duty The Product is not subject to Swiss Stamp Duty.Swiss Federal Income Tax For Swiss income tax purpose, the Product is treated as analogous to a share/unit in an investment fund. The taxable income earned by the Product is annually reported to the Swiss Federal Tax Administration as per the Annual Reporting Date. For private Investors with tax domicile in Switzerland holding the Product as part of their private property, the reported income is subject to the Federal Direct Tax.
Reporting Dates: yearly, on 21 June, for the first time on 23 June 2014 (Following Business Day Convention applies.)
The tax treatment regarding the cantonal and communal income taxes can differ from the tax treatment regarding the Federal Direct Tax. But in general the income tax treatments are corresponding.
Swiss Withholding Tax The Product is not subject to the Swiss withholding tax.
EU Savings Tax For Swiss paying agents, the Product is not subject to the EU Savings tax.
The tax information is a non-binding summary and only provides a general overview of the potential Swiss tax consequences linked to this Product at the time of issue. Tax laws and tax doctrine may change at any time, possibly with retroactive effect.
Investors and prospective Investors are advised to consult with their tax advisers with respect to the Swiss tax consequences of the purchase, ownership, disposition, lapse or exercise or redemption of a product in light of their particular circumstances. The Involved Parties and the Lead Manager hereby expressly exclude any liability in respect of any possible tax implications.
Updated bondfloor information, if a bondfloor is applicable to the Product (according to “Product Details” and “Taxation Switzerland” herein), can be found on the following web page of the Swiss Federal Tax Administration (FTA): www.ictax.admin.ch
Product Documentation______________________________________________________________
The Termsheet contains a summary of information of the Product and is for information purposes only. Only the Final Termsheet in English language together with the Derivative Programme of the relevant Issuer valid as per the Initial Fixing Date containing all further relevant terms and conditions, as such is amended from time to time (the “Programme”), shall form the entire and legally binding documentation for this Product (“Product Documentation”), and accordingly the Final Termsheet should always be read together with the Programme. Definitions used in the Final Termsheet, but not defined therein, shall have the meaning given to them in the Programme.Notices to Investors in connection with this Product shall be validly given in accordance with the terms and conditions of the Programme.
During the whole term of this Product, the Product Documentation can be ordered free of charge from the Lead Manager at Brandschenkestrasse 90, P.O. Box 1686, CH-8027 Zurich (Switzerland), via telephone (+41-(0)58-800 1000*), fax (+41-(0)58-800 1010) or via e-mail ([email protected]). Please note that all calls made to numbers marked with an asterisk (*) are recorded. By calling such number, your consent to the recording is deemed given.
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II. PROSPECTS FOR PROFIT AND LOSS
The Product provides exposure to a discretionary Strategy managed by the Strategy Sponsor. The performance of the Strategy and hence the Product depends, inter alia, on the quality of the Strategy Sponsor’s investment decisions. Investors may lose a significant part or all of the investment in this Product.
In terms of risk the Product is comparable to a direct investment in the Underlying.
III. SIGNIFICANT RISKS
Risk Factors relating to the Product ___________________________________________________
GeneralThe Product provides exposure to the Strategy managed by the Strategy Sponsor. Investors need to do their own due diligence with respect to the Strategy Sponsor.
Strategy Success
The Strategy Sponsor has a significant scope of discretion in terms of the Strategy’s composition and is solely responsible for the selection of the initial Components in the actively managed Strategy and all subsequent adjustments. There is no guarantee of any success of the Strategy.
Suitability
Prospective purchasers of the Product must ensure that they understand the nature of such Product and the extent of their exposure to risk, that they have sufficient knowledge, experience and access to professional advisers to make their own legal, tax, accounting and financial evaluation of the merits and risks of investment in such Product and that they consider the suitability of such Product as an investment in the light of their own circumstances and financial condition. Delivery
Instead of any Cash Settlement the Investor may get a delivery of one or more Components on the Redemption Date, the value of which might be less than when it was originally included into the Strategy. The Investor must be aware that it might be difficult to sell such delivered Component in a reasonable time.
Foreign Exchange Risk
The Investor in the Product may be exposed to foreign exchange rate risk depending on the composition of the Strategy. Interest Rate Risk
The Investor in the Product may be exposed to interest rate risk depending on the composition of the Strategy. Credit Risk
The ability of the Issuer to meet its obligations under the Product will depend on, amongst other things, the receipt by it of payments of interest and/or principal (or other) from the Components.
Value Risk
For reasons not necessarily attributable to any of the risk set forth herein (for example, supply/demand imbalances or other market forces), the prices of the Components to which the Product is exposed, too, may decline substantially. Early Termination Risk
The Issuer has broad discretion to call the Product for Early Redemption. Such early termination may adversely affect the Investors' financial interests.
Tax/Regulatory Impact
There may be a tax or regulatory impact on investing in the Product. The Involved Parties and the Placement Agents do not provide any tax opinion. Any Investor should consult with its own advisors prior to investing in the Product.
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Additional Risk Factors________________________________________________________________
Prospective Investors should ensure that they fully understand the nature of this Product and the extent of their exposure to risks and they should consider the suitability of this Product as an investment in the light of their own circumstances and financial condition. Products involve a high degree of risk, including the potential risk of expiring worthless. Potential Investors should be prepared in certain circumstances to sustain a total loss of the capital invested to purchase this Product. Prospective Investors shall consider the following important risk factors and see the section "Risk Factors" of the Programme for details on all other risk factors to be considered.This is a structured product involving derivative components. Investors should make sure that their advisors have verified that this Product is suitable for the portfolio of the investor taking into account the investor's financial situation, investment experience and investment objectives.
The terms and conditions of the Product may be subject to adjustments during the lifetime of the Product as set out in the Programme.
Investors whose usual currency is not the currency in which the product is redeemed should be aware of their possible currency risk. The value of the Product may not correlate with the value of the Underlying(s).
Market risks
The general market performance of securities is dependent, in particular, on the development of the capital markets which, for their part, are influenced by the general global economic situation as well as by the economic and political framework conditions in the respective countries (so-called market risk). Changes to market prices such as interest rates, commodity prices or corresponding volatilities may have a negative effect on the valuation of the Underlying(s) or the Product. There is also the risk of market disruptions (such as trading or stock market interruptions or discontinuation of trading) or other unforeseeable occurrences concerning the respective Underlyings and/or their stock exchanges or markets taking place during the term or upon maturity of the Products. Such occurrences can have an effect on the time of redemption and/or on the value of the Products.
Credit Risk of Issuing Parties
Investors bear the credit risk of the Issuing Parties of the Product. The Products constitute unsubordinated and unsecured obligations of the relevant Issuing Party and rank pari passu with each and all other current and future unsubordinated and unsecured obligations of the relevant Issuing Party. The insolvency of an Issuing Party may lead to a partly or total loss of the invested capital.
Potential Investors should note that the Issuer is not rated by the credit rating agencies, i.e. there is no credit rating for the Issuer.
Secondary Market
The Issuer and/or the Lead Manager or any third party appointed by the Issuer, as applicable, intends, under normal market conditions, to provide bid and offer prices for the Products on a regular basis. However, the Issuer and/or the Lead Manager, as applicable, make no firm commitment to provide liquidity by means of bid and offer prices for the Products, and assume no legal obligation to quote any such prices or with respect to the level or determination of such prices. In special market situations, where the Issuer and/or the Lead Manager is/are unable to enter into hedging transactions, or where such transactions are very difficult to enter into, the spread between the bid and offer prices may be temporarily expanded, in order to limit the economic risks of the Issuer and/or the Lead Manager.
Additional Information / Disclaimer____________________________________________________
Prudential SupervisionEFG Financial Products AG, Zurich has a securities dealers licence issued by the FINMA and is under the supervision by the FINMA.
Conflict of Interests
The Issuing Parties and/or the Lead Manager and/or any third party appointed by them, as the case may be, may from time to time, as principal or agent, have positions in, or may buy or sell, or make a market as well as be active on both sides of the market at the same time in any securities, currencies, financial instruments or other assets underlying the products to which this document relates. The Issuer’s and Lead Manager's and/or the appointed third party's trading and/or hedging activities related to this transaction may have an impact on the price of the Underlying and may affect the likelihood that any relevant Barrier Level, if any, is reached.
Remunerations to Third Parties
Depending on the circumstances the Issuer and/or Lead Manager may sell this Product to financial institutions or intermediaries at a discount to the Issue Price or reimburse a certain amount to such financial institutions or intermediaries (reference is made to section “General Information” herein, where such fees, if applicable, will be disclosed).
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In addition, for certain services rendered by distribution partners and to increase quality and services relating to the Products, the Issuer and/or Lead Manager may from time to time pay trailer fees to such third parties.
Further information is available on request. No Offer
The indicative Termsheet is primarily provided for information purposes and does not constitute a recommendation, an offer or a solicitation of an offer to buy financial products.
No Representation
The Issuer, the Lead Manager and any third party appointed by them make no representation or warranty relating to any information herein which is derived from independent sources.
For distribution in Switzerland:
EFG Financial Products AG
Brandschenkestrasse 90,P.O. Box 1686, 8027 Zurich, Switzerland
Phone: +41 58 800 1111 [email protected] www.efgfp.com
For distribution within the European Economic Area (EEA):
EFG Financial Products (Europe) GmbH Goetheplatz 2,
60311 Frankfurt, Germany Phone: +49 69 970 979 900 www.efgfp.de
BRANCHES
EFG Financial Products (Europe) GmbH Succursale de Paris
5 Boulevard de la Tour Maubourg 75007 Paris, France
Phone: +33 (0)1 40 62 79 38 www.efgfp.fr
EFG Financial Products (Europe) GmbH Sucursal en España
C/ Joaquin Costa 26, 28002 Madrid, Spain Phone: +34 (0)91 563 2562 www.efgfp.es
EFG Financial Products (Europe) GmbH London Branch
100 Wigmore Street,
London W1U 3RN, United Kingdom Phone: +44 (0)207 467 5350 www.efgfp.co.uk
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Appendix 1: Underlying Description / Rule Book________________________________________
Overview
The Strategy represents an investment approach which aims mid to long term capital appreciation. It is the objective of the Strategy to generate a positive performance by regularly changing the Components. The Strategy is managed by the Strategy Sponsor and calculated by the Strategy Calculation Agent. The Components are rebalanced on a regular basis. The Strategy Sponsor determines and is responsible for the composition of the Strategy subject to the strategy rules set out in the Rule Book. The Strategy Sponsor makes its decisions independently on the basis of its own evaluations and assessments in relation to the composition of and adjustments to the Strategy.
During the whole term of this Product, the Rule Book can be ordered free of charge from the Lead Manager at Brandschenkestrasse 90, P.O. Box 1686, CH-8027 Zurich (Switzerland), via telephone (+41-(0)58-800 1000), fax (+41-(0)58-800 1010) or via e-mail ([email protected]). Please note that all calls are recorded. By calling such number, your consent to the recording is deemed given.
Initial Composition
No. Component ISIN/Bloomberg
Ticker
Currency Initial Fixing Level
Units 1 Monthly Rolling USD Money Market
Certificate
CH0112093841 USD 1’000.000 0.028775
2 Loan Asset (defined in the Rule Book)
CH0212297391-1 USD 0.00 0.00
3 DASSAULT SYSTEMES SA DSY FP Equity EUR 95.285 0.027344
4 ARCAM AB ARCM SS Equity SEK 323.785 0.167969
5 3D SYSTEMS CORP DDD UN Equity USD 47.117 0.414063
6 ORGANOVO HOLDINGS INC ONVO UV Equity USD 4.099 0.523438
7 EXONE CO/THE XONE UQ Equity USD 51.898 0.066406
8 AUTODESK INC ADSK UQ Equity USD 35.613 0.097656
9 IROBOT CORP IRBT UQ Equity USD 35.026 0.097656
10 PROTO LABS INC PRLB UN Equity USD 56.202 0.125000
11 STRATASYS INC SSYS UQ Equity USD 83.74 0.210938
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Appendix 2__________________________________________________________________________
Latest Composition
Appendix 3__________________________________________________________________________
Trade History
Date Buy/Sell/Initial ISIN / Bloomberg
Ticker
Strategy Component Change Units
11.07.2013 Buy MENT UQ Equity MENTOR GRAPHICS CORP 0.106090
11.07.2013 Buy PRLB UN Equity PROTO LABS INC 0.031434
11.07.2013 Buy DDD UN Equity 3D SYSTEMS CORP 0.066798
11.07.2013 Buy SSYS UQ Equity STRATASYS INC 0.035363
11.07.2013 Sell CH0112093841 Monthly Rolling USD Money Market Certificate
0.010566
12.07.2013 Buy ONVO UV
Equity
ORGANOVO HOLDINGS INC 0.200393 12.07.2013 Sell CH0112093841 Monthly Rolling USD Money
Market Certificate
0.001066
15.07.2013 Sell XONE UQ
Equity
EXONE CO/THE 0.066406
15.07.2013 Sell CH0112093841 Monthly Rolling USD Money Market Certificate
0.002363
15.07.2013 Buy ADSK UQ Equity AUTODESK INC 0.082515
15.07.2013 Buy SSYS UQ STRATASYS INC 0.023576
No. Component ISIN/Bloomberg
Ticker
Currency Units
1 Monthly Rolling USD Money Market Certificate
CH0112093841 USD 0.014780
2 Loan Asset (defined in the Rule Book)
CH0212297391-1 USD 0.00
3 DASSAULT SYSTEMES SA DSY FP Equity EUR 0.027344
4 ARCAM AB ARCM SS Equity SEK 0.167969
5 3D SYSTEMS CORP DDD UN Equity USD 0.480861
6 ORGANOVO HOLDINGS INC ONVO UA Equity USD 0.723831
7 EXONE CO/THE XONE UQ Equity USD 0.00
8 AUTODESK INC ADSK UQ Equity USD 0.180171
9 IROBOT CORP IRBT UQ Equity USD 0.097656
10 PROTO LABS INC PRLB UN Equity USD 0.156434
11 STRATASYS INC SSYS UQ Equity USD 0.269877
12 FARO TECHNOLOGIES INC FARO UQ Equity USD 0.097887
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