Key Investor Information Document COMPLEX FINANCIAL PRODUCT

Transcription

1 Key Investor Information Document COMPLEX FINANCIAL PRODUCT A responsible investment requires that you know all the implications and are willing to bear said implications. Term Sheet (Binding Version in Portuguese) Structured Certificates on Wheat Future (CBOT) ISIN Code: PTBITDYM0027 Issuer Banco Comercial Português, S.A. Praça D. João I, 28 Porto ALL INVESTMENTS CARRY RISK Risk of losing entire capital invested INCREASING WARNING LEVEL Term Sheet / KIID available at Specific Investor warnings This complex financial product: May lead to the total loss of the capital invested; May provide zero or negative return; May be repaid early, at the option of the issuer; Is subject to credit risk of the issuer, Banco Comercial Português, S.A.; Implies the incurring of costs, fees or charges; Is subject to potential conflict of interests in the calculation agent s performance, Banco Comercial Português, S.A.. It is not equivalent to the acquisition or initial transaction of the underlying assets. This financial product is particularly complex and hard to understand by retail investors. Handwritten text: I have taken note of the warnings Date: / / Hour: Client s signature: Tax identification number: Approved by Euronext Lisbon Sociedade Gestora de Mercados Regulamentados, S.A. on 30 November

2 Description and main Features of the Product 1. How, when and on what basis the investor pays or may pay: The investor will pay the Certificate market price, plus a negotiation fee up to 0.2%, as detailed in paragraph Charges, on the date of purchase carried out at the Euronext Lisbon Stock Exchange, with financial settlement in 2 business days after the date of purchase, as invested capital. 2. How, when and on what basis the investor receives or may receive: The investor may, at any time, proceed with the sale of the Structured Certificates on Wheat Future (CBOT), at the Euronext Lisbon Stock Exchange, receiving the market price per Certificate, minus the respective fee as detailed in the paragraph Charges, with financial settlement 2 business days after the date of sale. It may occur a total loss of the capital invested. 3. When, how, under which circumstances and the consequences resulting from the investment ending or coming to an end: The investment in Certificates may come to an end in one of the following ways: Sale of the certificates, situation upon which the investor receives the market price per Certificate, minus the respective fee as detailed in paragraph Charges, with financial settlement 2 business days after the date of sale; Wheat Future is a contract whereby the buyer agrees with the seller to purchase at maturity 5000 bushels of wheat. It is listed on CBOT Chicago Board of Trade, which is also its Calculation Agent. More information on this future can be found at Structured Certificates on Wheat Future (CBOT) are securities that replicate, although with costs (see paragraph Charges ), the behaviour of this future, less the Currency Hedging Cost that protects the holder of currency fluctuations. Wheat negotiates in the market through future contracts with defined maturity. Therefore, the Certificates ensure the continuity of investment through the rollover mechanism that allows the periodical change of the Relevant Future, which is the reference to the price of the Certificate, without changing the value of the Certificates. On the Rollover Date the Currency Hedging Cost in Euro is zero. After the rollover, the Currency Hedging Cost applicable to the next month is defined and the new Rollover Ratio and Currency Hedging Cost in Euros are calculated. The price of the new Relevant Future multiplied by the new Rollover Ratio, plus the new Currency Hedging Cost in Euro equals the price of the Certificate immediately before the rollover procedure. Thus, the price of the Certificate does not change. The value of the Certificates, everything else constant, will fall daily 1/365 of Currency Hedging Cost in Euro. On the next Rollover Date the Currency Hedging Cost in Euro is back to zero, and the rollover procedure is repeated. The new Rollover Ratio and Currency Hedging Cost are published after the rollover in the Technical Note. Maturity Date: 1 June, 2018 Underlying Asset: Wheat Future Contracts in dollars from the United States of America (Bloomberg: W A Comdty, Reuters: 0#W:) Inicial Relevant Future: The initial relevant future was the Wheat March 2018 Future Contract. Relevant Future: Wheat Future Contract with closest maturity month, taking into account the Rollover Date. Maturity Month: The month in which the Relevant Future has its maturity. Issued Quantity: 1,000,000 Ratio: 1 Certificate grant their holder the right to receive ten (10) units (Ratio 10). Issue Date: 27 November, 2017 Issue Price: EUR Reference Date: 1 June, Reference Price: Corresponds to the close value of the Underlying Asset. Redemption Date: 5 June, In the event this date is not a Settlement Business Day, the Redemption Date will be on the first subsequent Settlement Business Day. Settlement Business Day: Any Day on which banks are open for business and operating in Lisboa, as long as the Central Securities Depository (in Portuguese, CVM) and Trans-European Automated Real-time Gross Settlement Express Transfer System (TARGET2) are open to negotiation and operating on a regular basis. 2

3 Rollover Date: First Calculation Day of the month prior to Maturity month. Redemption Value: Certificates shall be repaid, in Euros, in a single instalment, at Redemption Date, according to the following formula: Where: RV is equal to the Redemption Value RP is equal to the Reference Price on the Reference Date ROR t is equal to the Rollover Ratio RV = Ratio x RP x ROR t Rollover Ratio: Corresponds to the adjustment factor to accommodate the differences in the price of the Relevant Future and the Relevant Future for the following maturity month, adjusted for Currency Hedging Cost. It is calculated as follows: Where: RFt - 1 RORt= ROR RF t t-1 1 Days 1+CHCt 365 RF T-1 is equal to the Relevant Future Reference Price on the Rollover Date. RF T is equal to the Relevant Future Reference Price for the following Maturity Month on the Rollover Date. CHC T is equal to the Currency Hedging Cost in period t. Days t is equal to the number of days between the current Rollover Date and the next Rollover Date. ROR 0 = 1. Currency Hedging Cost: Is a commission that aims to cover the costs incurred by the Issuer to carry out the hedging to eliminate the effects of currency fluctuation in the price of the product. The Currency Hedging Cost on the Issue Date is 3% per year. The Currency Hedging Cost on the Rollover Date is defined by the Issuer taking into account market conditions. The market price of the certificate includes this cost. Currency Hedging Cost in Euro: Is the amount in Euro of the Currency Hedging Cost. The certificate holder incurs a Currency Hedging Cost proportional to the period between the purchase and sale, calculated as follows: Where: Dayst CHCEt =RFt RORt CHCt Ratio 1 Euro 365 Days t is equal to the number of days between the current date and the next Rollover Date. Calculation Day: Any day on which the Underlying Asset s Calculation Agent disclosures official values for the Underlying Asset, unless if, according to the Calculation Agent s opinion, there has been a Market Disruption. In this case, the Calculation Day shall be the next first business day on which there is no Market Disruption. Market Disruption: Means the occurrence or existence, in any negotiation day, for a period of thirty minutes immediately prior to the calculation moment, of any suspension, or limitation imposed over the negotiation on grounds of price fluctuation that exceeds the limits allowed by the respective stock markets or by any other motive regarding: (i) the negotiation of the Underlying Asset, (ii) the negotiation of option or future contracts on the Underlying Asset, or (iii) to general postponement of payments relating to the banking activity in Portugal. Extraordinary Adjustments: If it occurs a change that the Calculation Agent deems having a material impact that justifies the need for adjustment of the Reference Price determination, or the substitution of the Underlying Asset, the Calculation Agent shall undertake the necessary adjustment and/or the substitution for the purpose of preserving the fair value of the investment in certificates. Risk Factors Market Risk Certificates are subject to the risk of variation in the market value of Wheat Future and that such variation might have an impact in their profitability. Capital Risk Certificates do not guarantee the total invested capital. The investor might lose the total invested capital. Credit Risk Certificates are subject to the credit risk of Banco Comercial Português, S.A.. Liquidity Risk There might not be enough liquidity to allow the investor to sell the certificates, at any time, although Banco Comercial Português, S.A. acts as Market Maker, which mitigates this risk. T 3

4 Risk of Conflicts of Interests The different duties assumed by Banco Comercial Português, S.A. in the issuance of the Certificates might result in potential conflicts of interests, namely because Banco Comercial Português, S.A. accumulates the duties of Issuer and Calculation Agent. Legal and Fiscal Risk It might occur legislative or regulatory changes, as well as amendments to the applicable tax regime, that might affect the return of Certificates. It might occur other risk factors with direct and relevant impact in the capital and return of Certificates. Scenarios and probabilities Certificates might be sold by their holder in secondary market, at any time. We have established confidence intervals for one year return, using the Delta Model with the following parameters: historical average and standard deviation, in continuous capitalization, for the past 20 years. Worst Case Scenario In the worst case scenario, Certificates would record a total loss of capital: for a total loss of capital to occur, it is necessary that the Wheat Future records a 100% loss, i.e., the final price of the Underlying Asset is equal to zero. Best Case Scenario The client might have unlimited gains in a scenario where the index rises unlimitedly. Scenarios In the Pessimist scenario, Certificates would have a rate of return of -48.3% after one year. For an investment of , the return would be It is estimated in 10% the probability of the rate of return ending up lower than the one indicated. In the Central scenario, Certificates would have a rate of return of -8.0% after one year. For an investment of , the return would be It is estimated in 50% the probability of the rate of return ending up lower than the one indicated. In the Optimistic scenario, Certificates would have a rate of return of 32.3% after one year. For an investment of , the return would be It is estimated in 90% the probability of the rate of return ending up lower than the one indicated. The scenarios presented correspond to the simulations, with no guarantee of same taking place. Charges Maximum negotiation fee of transaction value (1) 0.20% Minimum negotiation fee (1) 9.69 Stamp duty on the negotiation fee 4% Early redemption fee (2) 0.175% Medium spread between purchase and sale in normal negotiation conditions 3% (1) Depending on the negotiation channel used to perform the transaction, the fee might be lower. (2) If the Redemption Value is zero, there are no fees. The investor incurs in a Currency Hedging Cost of 3% per year, already included in the market price of the certificate that, everything else constant, falls daily 1/365 of Currency Hedging Cost in Euro (see above the definitions of Currency Hedging Cost Currency Hedging Cost in Euro). There are no management or custody fees charged over Millenniumbcp Certificates at Millennium bcp. The investor might incur in charges if he trades the Certificates through other Financial Intermediary. The Marketing Entities reserve the right to amend their price list, under the terms legally permitted. Price lists are available at any Marketing Entities point of sale, as well as at and Investors should be aware that any amendment of the Marketing Entities price lists regarding this product shall affect its return. 4

5 Other information Tax Regime Individuals Income deriving from certificates is subject to taxation under the Individual Income Tax (in Portuguese, IRS). In the case of certificates that provide their holder the right to receive the value of a determined underlying asset, said income is considered capital gain for IRS purposes. Residents The positive annual balance between realized capital gains and losses of certificates and other securities and financial assets is taxed at the special IRS rate of 28%, without damaging the option for their aggregation and taxation at progressive rates that, in 2017, may reach 48%, plus an additional tax of 2.5% or 5% in the brackets with taxable income exceeding 80,000 and 250,000, respectively. A 3.5% surcharge may also be applicable, according to the following table: Taxable Income Tax Rate As from 20,261 up to 40, % As from 40,522 up to 80, % Higher than 80, % Non-residents The positive annual balance between realized capital gains and losses with certificates and other securities and financial assets is taxed at the special IRS rate of 28%. In the case of capital gains resulting from the sale of certificates, they are exempted from IRS, except for individuals residing in a country, territory or region subject to a more favourable taxation scheme, as per Ordinance 150/2004, of 13 February. In accordance with the convention of the double taxation agreements entered into by Portugal, the Portuguese State is generally limited in its competence to tax those capital gains concerning individuals that reside in the country that signed the agreement with Portugal, but that conventional tax treatment must be assessed on a caseby-case basis. Legal Persons Income from certificates is subject to the Corporate Income Tax (in Portuguese, IRC). Residents and non-residents with a permanent establishment in Portugal Returns earned by legal persons residing in Portugal, or non-residents with a permanent establishment in Portugal to which these returns are attributable, are subject to the IRC rate of 21%. A municipality tax rate that may reach 1.5% may also be applied to the taxable capital gain. A state tax surcharge of 3% also applies to the portion of the taxable capital capital gain exceeding 1,500,000 up to 7,500,000, 5% to the portion of the taxable capital gain exceeding 7,500,000 up to 35,000,000, and 7% to the portion of the taxable capital gain exceeding 35,000,000. Non-residents without a permanent establishment in Portugal The positive annual balance between realized capital gains and losses with certificates and other securities and financial assets is taxed at the IRC rate of 25%. In the case of capital gains resulting from the sale of certificates, they are exempted from IRC, except in the case of entities, directly or indirectly owned (more than 25%) by resident entities and of entities domiciled in a country, territory or region subject to a more favourable taxation scheme, as per Ordinance 150/2004, of 13 February. In accordance with the convention of the double taxation agreements entered into by Portugal, the Portuguese State is generally limited in its competence to tax those capital gains concerning entities that reside in the country that signed the agreement with Portugal, but that conventional tax treatment must be assessed on a case-by-case basis. This information is a summary of the general tax scheme in force on the date this information is disclosed. It may be amended and does not dispense with the need to read the applicable legislation. Marketing Entities Banco Comercial Português, S.A. and Banco ActivoBank, S.A.. Calculation Agent Banco Comercial Português, S.A.. At a behavioural level, in its role of Issuer, Banco Comercial Português, S.A. is under the supervision of CMVM in what regards the marketing of those Certificates. As a credit institution, Banco Comercial Português, S.A. is under the supervision of Banco de Portugal at the prudential and behavioural levels. The present Term Sheet was prepared by Banco Comercial Português, S.A. and approved by Euronext Lisbon. Structured Certificates on Wheat Future (CBOT) are admitted to trading at Easynext market of Euronext Lisbon. 5

6 Locations for consultation of other Relevant Documents The Technical Note for the Certificates Admission to Trading in the Multilateral Trading Facility EasyNext Lisbon is available for consultation at the office premises of Banco Comercial Português, S.A., Av. Prof. Dr. Cavaco Silva (Tagus Park), Edifício 2, Piso 2, Ala B, Porto Salvo, at the Internet site and at the office premises of Euronext Lisbon Sociedade Gestora de Mercados Regulamentados, S.A., Avenida da Liberdade, 196, 7º, Lisboa. In the event of complaint, Millennium bcp's Client Ombudsman's Office should be contacted, at Praça Dom João I, nº28 4º, Porto. This contact may also be established through local phone number on business days between 8:30 and 15:30, by fax number or by or Complaints may also be presented at CMVM. Jurisdiction and applicable law: In case of any dispute arising from the present issuance of Certificates, it will fall under the jurisdiction of a Court of Law in the Judicial County of Lisbon, according to Portuguese legislation. Preparation and last update of the Key Investor Information Document The Key Investor Information Document was prepared on 30 November 2017, being the last updated version. Handwritten text: I received a copy of this document before the acquisition Date: / / Client s signature: Hour: 6