Barrier Reverse Autocallable WO MNOD LI / SGGD LI / VTBR LI 9.60% p.a. 27 May 2015

Transcription

1 Terms & Conditions Barrier Reverse Autocallable WO MNOD LI / SGGD LI / VTBR LI 9.60% p.a. 27 May 2015 DEFINITIVE SIMPLIFIED PROSPECTUS This definitive simplified prospectus contains final terms and conditions of the Notes The product described in this document does not constitute a participation in a collective investment scheme within the meaning of the Swiss Federal Act on Collective Investment Schemes (CISA). Therefore, the Notes are not subject to authorization, approval or supervision by the Swiss Financial Market Supervisory Authority (FINMA), and investors in the Notes will not benefit from protection under the CISA or supervision by FINMA. 1. Product Description Instrument Type: Euro Medium Term Note («Note») Issuer: Barrier Reverse (Autocallable) - Yield Enhancement Products SSPA Product Type : 1230 This Barrier Reverse pays a guaranteed coupon on each Coupon Payment Date. Automatic Early Redemption may occur during the term of the Note (as described further under Automatic Early Redemption ). If no Automatic Early Redemption Event occurred and if all of the Underlying close at or above their Barrier Price on the Valuation Date, the Noteholder will receive on the Maturity Date a Final Redemption Amount equal to the Denomination. If at least one of the Underlying closes below the Barrier Price on the Valuation Date, the Noteholder is exposed to a capital loss (see Final Redemption Amount for further details) NATIXIS Structured Products Ltd (Ogier House, The Esplanade, St. Helier Jersey JE4 9WG (the "Issuer"), regulated under the Jersey Law and under the supervision of the Jersey Financial Securities Commission) Issuer s Rating: Calculation Agent: Guarantor: Guarantor s Rating: Paying Agent: Dealer: Specified Currency: No rating has been granted to the Issuer but to its Guarantor (see below) NATIXIS Calculation Agent department, 40 avenue des Terroirs de France, Paris, France NATIXIS 47, quai d Austerlitz, Paris France Natixis is authorised in France by the Autorité de contrôle prudentiel (ACP) as a Bank Investment Services Provider and subject to its supervision. Natixis is regulated by the AMF in respect of its investment services activities. Standard & Poor s: A / Moody s: A2 Citibank N.A., London NATIXIS USD

2 Underlyings: i Share Bloomberg Code 1 JSC MMC Norlisk Nickel ADR MNOD LI ISIN Code Exchange Related Exchange See Condition See Condition 19 of the 19 of the US46626D1081 Issuer's Base Issuer's Base Prospectus Prospectus 2 SURGUTNEFTEGAZ - SP ADR SGGD LI US See Condition 19 of the Issuer's Base Prospectus See Condition 19 of the Issuer's Base Prospectus 3 VTB BANK OJSC GDR REG S/WI VTBR LI US46630Q2021 See Condition 19 of the Issuer's Base Prospectus See Condition 19 of the Issuer's Base Prospectus DR Underlying: i Share DR Currency DR Sponsor 1 JSC MMC Norlisk Nickel Bank of New York Mellon USD ADR Corp/T 2 SURGUTNEFTEGAZ - SP Bank of New York Mellon USD ADR Corp/T 3 VTB BANK OJSC GDR Bank of New York Mellon USD REG S/WI Corp/T Website: Aggregate Nominal Amount: USD 2,900,000 Minimum Investment: USD 1,000 Denomination: USD 1,000 Issue Price: 100% Trading Ratio: Trade Date: 13 November 2013 Strike Date: 13 November 2013 Issue Date: 27 November 2013 Valuation Date: 13 May 2015 Maturity Date: 27 May 2015 Business Day Convention: Information on the Notes, e.g. any changes to the terms and conditions in case of any corporate actions, will be published on Trading Ratio = 1/1 (1 Denomination gives right to 1 Note) Following Capital Guaranteed at Maturity: Coupon: 0% The Coupon Amount payable on each Coupon Payment Date (t) shall be an amount in USD determined by the Calculation Agent as follows 2.40% x Denomination For Swiss taxation purposes : Interest rate component of the coupon : 0.085% (i.e. 0.34% p.a.)

3 Option premium component of the coupon : 2.315% (i.e. 9.26% p.a.) To avoid any doubt, in case of early redemption no coupon is paid on any of the following Coupon Payment Date (t). Coupon Payment Date: Automatic Early Redemption: t Observation Date (t) Coupon Payment Date (t) 27 February May August November February May 2015 Automatic Early Redemption Date (t) Automatic Early Redemption Rate (t) 1 13 February February % 2 13 May May % 3 13 August August % 4 13 November November % 5 13 February February % Final Redemption Amount: If on any Observation Date (t) for (or if such date is not a Scheduled Trading Day for the Share, the next following relevant Scheduled Trading Day), the closing price of all the Shares on their relevant Exchange as determined by the Calculation Agent is equal to or greater than 100% of their Initial Price, then the Notes shall be automatically redeemed in whole but not in part on the relevant Automatic Early Redemption Date (t) (subject to the Business Day Convention) and the Automatic Early Redemption Amount payable on such date upon redemption of each Note shall be an amount in the Specified Currency equal to the product of (i) the Denomination and (ii) the relevant Automatic Early Redemption Rate. The Final Redemption Amount per Note payable on the Maturity Date shall be determined by the Calculation Agent as follows: Case 1: If the Final Price of the WPS is greater than or equal to its respective Barrier Price then: The Final Redemption amount per Note shall be equal to: Denomination x 100% Case 2: If the Final Price of the WPS is lower than its respective Barrier Price then: Deliverable Share: Relevant Number of Deliverable Shares ( NDS ): Delivery of the Integral Number of Deliverable Shares (INDS) and payment of a cash amount, equivalent to the Residual Number of Deliverable Shares (RNDS) multiplied by the Final Price as determined by the Calculation Agent on the Valuation Date, all rounded to the nearest second decimal and with rounded upwards Means, the Worst Performing Share as determined by the Calculation Agent on the Valuation Date. A number of Deliverable Shares (rounded-up to the third decimal) determined by the Calculation Agent in accordance with the following formula: Denomination Initial Price of the Deliverable Share

4 Integral Number of Deliverable Shares ( INDS ): A number of Shares (rounded downwards to the nearest integral number of Shares) determined by the Calculation Agent in accordance with the following formula: Denomination Initial Price of the Deliverable Share Residual Number of Deliverable Shares ( RNDS ): Initial Price: A number of Deliverable Shares equal to NDS INDS In respect of any Share, means the closing price of the Share on the Exchange as determined by the Calculation Agent on the Strike Date (or if such date is not a Scheduled Trading Day for the Share, the next following relevant Scheduled Trading Day. i Share Initial Price 1 MNOD LI USD SGGD LI USD VTBR LI USD Barrier Price: Final Price: Worst Performing Share («WPS»): Share Performance («Pi»): Exercise Details/Style: Business Day: Governing law: Place of Jurisdiction: Settlement: Clearing system : Tefra Rules: Form of Notes: Listing: ISIN Code: In respect of any Share, the Barrier Price is equal to 60% of its Initial Price. i Share Barrier Price 1 MNOD LI USD SGGD LI USD VTBR LI USD Means, in respect of any Share, the closing price of such Share on the Exchange as determined by the Calculation Agent on any Observation Date (t) and/or on the Valuation Date, as the case may be (or if such date is not a Scheduled Trading Day for the Share, the next following relevant Scheduled Trading Day). Means, the Share with the numerically lowest Share Performance as determined by the Calculation Agent on any Observation Date (t), and/or on the Valuation Date, as the case may be. In respect of any Share a rate determined by the Calculation Agent in accordance with the following formula: With: i = 1 to 3 Physical Settlement TARGET, New York English Law The High Court of Justice in England Settlement in nominal Euroclear / Clearstream TEFRA D Classic Global Notes NYSE Euronext Paris (Marché Libre) XS Final Price (i) Pi Initial Price (i)

5 Valoren Code: Valuation: Secondary Market: Price Information: Adjustments to the Underlyings: Tax Information: Tax Treatment in Switzerland Under normal market conditions, NATIXIS shall provide a valuation of the Notes every Exchange Business Day until the redemption of the Notes. There can be no assurance as to whether a secondary market will develop in the Notes, and, if so, as to the price the Notes will trade in any such secondary market or as to the liquidity of any such market. The Notes are not a liquid instrument. Investors should be prepared to hold the Notes until maturity (should it not be called, if such option exists, by the Issuer). Under normal market conditions, NATIXIS intends to maintain a secondary market with a maximum bid/ask spread of 1%. Reuters RIC : XS =NXIP Bloomberg : XS Corp Telekurs The relevant provisions are fully set out in the Prospectus, as defined below. The following Swiss tax summary is valid at the time of the issuance of the product. It is for general information only and does not purport to be a comprehensive description of all Swiss tax consequences that may be relevant to a decision to purchase, own or dispose of the product. Swiss tax laws and the practice of the Swiss tax authorities may change, possibly with retroactive effect. Prospective purchasers of the product should consult their own tax advisers concerning the tax consequences of purchasing, holding and disposing of the product in the light of their particular circumstances. Withholding tax and stamp duties The product is not subject to Swiss withholding tax. Secondary market transactions concerning the product are not subject to Swiss stamp transfer. The physical delivery of securities upon redemption is subject to 15 bps Swiss stamp transfer tax if it is made by or through the intermediary of a Swiss bank or Swiss securities dealer and no exemption applies. Tax Treatment for Swiss resident individuals This product is classified for Swiss tax purposes as a transparent non-swiss bond-like derivative financial instrument without a predominantly one-time interest payment ( Obligationen-ähnliches Produkt ohne überwiegende Einmalverzinsung ; non-iup). As a result, the interest component of the coupon payments of 0.085% (i.e. 0.34% p.a.) generated by the product is taxable income at payment date for Swiss resident individual investors. The option premium component of the coupon payments of 2.315% (i.e. 9.26% p.a.) generated by the product and any gain on the disposal of the product are tax-free for Swiss resident individual investors holding the product for private investment purposes. A capital loss is not tax-deductible. EU Savings Tax The interest component of the coupon payments of 0.085% (i.e. 0.34% p.a.) paid by Swiss paying agents to a beneficial owner who is an EU resident individual investor is subject to retention of 35% EU Savings Tax (in scope TK 6). The relevant investor may authorize the Swiss paying agent to report the interest income payments to the Swiss federal tax authority. Such a reporting substitutes the EU Savings Tax.

6 Final withholding tax based on the Swiss-UK and Swiss-Austria tax agreements Switzerland has entered into bilateral tax treaties with several States (currently the UK and Austria) imposing a final withholding tax ( Abgeltungssteuer ) on investment income and capital gains of individual investors resident in any of these States. Such final withholding tax will be levied by the Swiss paying agent of such investors and transferred to the authorities in the relevant State. The applicable tax rate depends on the home country of the investor and the type of investment income or capital gain. Interest income subject to EU Savings Tax retention of 35% is carved out of the investment income subject to the final withholding tax. Where the investment income is payable to a relevant UK resident investor a tax finality payment of up to 8% is also applied. The relevant investor may authorize the Swiss paying agent to report the investment income and capital gains to the Swiss federal tax authority. Such a reporting substitutes the final withholding tax and the EU Savings Tax retention. 2. Profit and Loss Perspectives Market Expectation / Characteristics Market Expectation: Underlyings moving sideways or slightly rising. On Valuation Date, the Price of the Underlyings will not be below their Barrier Price Characteristics: Should the underlyings trade above their Initial Price on each observation date, an early redemption consisting of nominal plus an additional coupon amount is paid. Maximum / Minimum Redemption Amounts Maximum Amounts: Minimum Redemption Amounts: Redemption 3. Significant Risks for the Investors Risk Information: Offers the possibility of an early redemption combined with an attractive yield opportunity. Lower risk than a direct investment due to the conditional capital protection. Any payouts attributable to the underlying are used in favour of the strategy. With higher risk levels, multiple underlyings (Worst-of) allow for higher coupons or lower barriers. Limited profit potential. Par USD 0.00 This product is not a collective investment scheme as per the Federal Act on Collective Investment Schemes (CISA) and is not subject to approval or supervision by the Swiss Financial Market Supervisory Authority FINMA. Considerable risks are associated with investments in structured products. It is therefore the investor s duty to seek the professional and independent advice of a trusted financial advisor. No investor should invest in this product before having understood the risks associated with it and its suitability compared to the investor s financial condition Notice: This document is purely for information purposes. It does not constitute an offer or a solicitation to buy or sell financial products and in no way replaces the essential advice and risk information you

7 Selling Restrictions: Risk Factors: should seek from your financial advisor. It is intended solely for distribution in Switzerland. Printed copies of this simplified prospectus are available on request at your financial intermediary office and can be downloaded on the web page: This document is a simplified prospectus for the public offer of structured products according to Art. 5 CISA. The prospectus requirements of Art. 652a or Art of the Swiss Code of Obligations are not applicable. This document has been prepared by the Issuer for distribution of the product to nonqualified investor in Switzerland. It is of summary nature with a view to include the information required by Art. 5 CISA and the Guidelines of the Swiss Bankers Association. The legally binding terms and conditions for the Notes are set forth in the final terms (the Final Terms), which must be read together with the Base Prospectus dated 14 August 2013 (as supplemented as of the date of the Final Terms, the Base Prospectus). The Final Terms together with the Base Prospectus form the prospectus (the Prospectus). In case of discrepancy or inconsistency between this document and the Prospectus, the Prospectus shall prevail. Copies of this document and of the Prospectus and the documents incorporated by reference therein are published on the internet pages of NATIXIS Equity Solutions ( may be obtained free of charge from NGAM, Switzerland Sàrl, Rue du Vieux Collège 10, 1204 Geneva, Switzerland. This document does not represent a recommendation to invest in the product or in any of the Underlyings. The Issuer cannot guarantee the completeness and accuracy of the information contained herein and, therefore, expressly waives any liability associated with it. The distribution of this document may be restricted by local law or regulation in certain jurisdictions. It is not intended for distribution to or for the use by any person or entity in any such jurisdiction. All binding legal documentation is available free of charge from the Issuer. Telephone calls may be recorded agreement of any caller is assumed. Public offer in Switzerland No action has been or will be taken in any jurisdiction that would permit a public offering of the securities described herein, save where explicitly stated in the Final Terms. The securities must be sold in accordance with all applicable selling restrictions in the jurisdictions in which they are sold. Not for distribution in the United States or to U.S. persons. For details, please refer to the applicable selling restrictions as set out in the Issuer Base Prospectus. THE NOTES MAY REDEEM BELOW PAR AND THE REDEMPTION AMOUNT MAY VARY CONSIDERABLY DUE TO MARKET CONDITIONS AND WILL LIKELY BE VALUED AT A CONSIDERABLE DISCOUNT TO ITS PAR VALUE. ANY AMOUNT SCHEDULED AND DUE UNDER THE TERMS OF THE NOTES BEARS THE CREDIT RISK OF THE ISSUER. Prospective investors should be aware that in case of early redemption of the Notes for taxation reasons or for illegality or in case of an Event of Default or in certain circumstances relating to the Underlyings, the Notes may be redeemed at their fair market value as determined by the Calculation Agent and accordingly at an amount below par (subject to a minimum of zero and no accrued unpaid interest will be payable but will be taken into account in calculating the fair market value of each Note. In these circumstances the shortfall will be borne by Noteholders and no further amount shall be payable by the Issuer). The return on the Notes is linked to the value and performance of the Underlyings The investment return on the Notes will depend primarily on the performance of the Underlyings.The early redemption amount due in the event of an early redemption may be less than their principal amount (subject to a minimum of zero). In these circumstances, the shortfall will be borne by Noteholders and no further amount shall be payable by the Issuer. Due to the performance of the Underlyings the Notes may redeem at maturity below par and the minimum redemption amount per note shall equal to zero. During the term of the investment, bid and offer prices may possibly differ to a greater or lesser extent (spread). Issuer related Risks Investors bear the issuer risk. The investment instrument's value is dependant not only on the development of the Underlyings(s), but also on the creditworthiness of the Issuer and/or Guarantor, which may vary over the term of the structured product. The Issuer is subject to prudential supervision (see the Issuer description above).

8 Furthermore reference is made to the brochure Special risks in securities trading, available free of charge from the Issuer. Suitability: PROSPECTIVE INVESTORS SHOULD HAVE SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS TO EVALUATE THE MERITS AND RISKS OF INVESTING IN THE NOTES AS WELL AS ACCESS TO, AND KNOWLEDGE OF, APPROPRIATE ANALYTICAL TOOLS TO EVALUATE SUCH MERITS AND RISK IN THE CONTEXT OF THEIR FINANCIAL SITUATION. THE CALCULATION AGENT IS THE SAME ENTITY AS THE GUARANTOR AS THE CALCULATION AGENT IS THE SAME ENTITY AS THE GUARANTOR AND THE ISSUER IS AN AFFILIATE OF THE GUARANTOR, POTENTIAL CONFLICTS OF INTEREST MAY EXIST BETWEEN THE CALCULATION AGENT AND THE PURCHASERS, INCLUDING WITH RESPECT TO THE EXERCISE OF THE VERY BROAD DISCRETIONARY POWERS OF THE CALCULATION AGENT. THE CALCULATION AGENT HAS THE AUTHORITY (I) TO DETERMINE WHETHER CERTAIN SPECIFIED EVENTS AND/OR MATTERS SO SPECIFIED IN THE CONDITIONS RELATING TO A SERIES OF SECURITIES HAVE OCCURRED, AND (II) TO DETERMINE ANY RESULTING ADJUSTMENTS AND CALCULATIONS AS DESCRIBED IN SUCH CONDITIONS. PROSPECTIVE PURCHASERS SHOULD BE AWARE THAT ANY DETERMINATION MADE BY THE CALCULATION AGENT MAY HAVE AN IMPACT ON THE VALUE AND FINANCIAL RETURN OF THE SECURITIES. ANY SUCH DISCRETION EXERCISED BY, OR ANY CALCULATION MADE BY, THE CALCULATION AGENT (IN THE ABSENCE OF MANIFEST OR PROVEN ERROR) SHALL BE BINDING ON THE ISSUER AND ALL PURCHASERS OF THE SECURITIES. For more details, see Base Prospectus. Investing in such product or entering into the transaction described here (where applicable) could lead to a significant risk level. This term sheet does not intend to identify all these risks (whether direct or indirect) nor any other factor you may consider relevant which could be associated to the product or transaction. Before investing in such product or entering into any transaction, potential investors or the transaction s counterparty (where such exists) shall make their own review independently and consult (where applicable) their own external financial advisors in order to assess (1) the specific risks associated to the product or transaction; (2) the legal, accounting fiscal and regulatory implications; (3) the suitability and appropriateness of the product or transaction to their investment objectives, financial situation or any other constraint. Natixis generally considers that it does not provide any investment advice. In the event in which it might, Natixis must inform its client on the risk/return/liquidity aspects of the product and collects information on its client s investment objectives in accordance with the regulations in force. Having regard to this product, Natixis considers that it corresponds to the following characteristics: Long term (>5 years maximum maturity) Short/Medium term (<5 years maximum maturity) Investment/Hedging Speculation/Arbitraging High Liquidity Low or medium Liquidity Low risk investment (e.g. Nominal value redemption by the Issuer at maturity or maximum loss capped to paid premium) High/Medium risk investment (e.g. No guaranteed redemption amount or loss potentially above paid premium) Disclosure Commission or Fees: The purchaser or, if applicable, introducing broker of these securities acknowledges and agrees that it shall fully disclose to its clients the existence, nature and amount of any commission or fee paid or payable to it by Natixis (including, if applicable, by way of discount) as required in accordance with laws and regulations applicable to it, including any legislation, regulation and/or rule implementing

9 the Markets in Financial Instruments Directive (2004/39/EC) (MiFID), or as otherwise may apply in any non-eea jurisdictions. Disclaimer: A commission will be paid up to 1.50% of the Aggregate Nominal Amount (all taxes included) to a third party. This commission can be paid either by an up front fee or by an appropriate discount on the issue price. Further details of the commission element are available upon request. This simplified prospectus is a highly confidential document, the property of Natixis and should not be transmitted to any person other than its original addressee(s) without the prior written consent of Natixis. The distribution, possession or delivery of this document in, to or from certain jurisdictions may be restricted or prohibited by law. Recipients of this document are therefore required to ensure that they are aware of, and comply with, such restrictions or prohibitions. Neither Natixis, nor any of its affiliates, directors, employees, agents or advisers nor any other person accept any liability to anyone in relation to the distribution, possession or delivery of this document in, to or from any jurisdiction. This document is communicated to the recipient for information purposes only and does not constitute a personalised recommendation. The products or services described herein do not take into account any specific investment objective, financial situation or particular need of any particular recipient. Any undertaking is subject to a formal approval by Natixis in accordance with its current internal procedures. Investors should have sufficient knowledge and experience in financial and business matters to evaluate the merits and risks of investing in Notes as well as access to, and knowledge of, appropriate analytical tools to evaluate such merits and risks of their financial situation. In doubt, potential investors are strongly recommended to consult with their independent legal and financial advisers before making any investment decision This document should not be construed as an offer or solicitation with respect to the purchase, sale or subscription of any interest or security or as an undertaking by Natixis to complete a transaction subject to the terms and conditions described in this document or any other terms and conditions. Any guarantee, funding, interest or currency swap, underwriting or more generally any undertaking provided for in this document should be treated as preliminary only and is subject to a formal approval and written confirmation in accordance with Natixis current internal procedures. Prices and margins are deemed to be indicative only and are subject to changes at any time depending on, inter alia, market conditions. Past performance and simulations of past performance are not a reliable indicator and therefore do not predict future results. The information contained in this document may include results of analyses from a quantitative model, which represent potential future events that may or may not be realised, and is not a complete analysis of every material fact representing any product. Information may be changed or withdrawn by Natixis at any time without notice. More generally, no responsibility is accepted by Natixis, nor by any of its holding companies, subsidiaries, associated undertakings or controlling persons, or any of their respective directors, officers, partners, employees, agents, representatives or advisors as to or in relation to the characteristics of this information. The information contained in this document does not take into account specific tax rules or accounting methods applicable to counterparties, clients or potential clients of Natixis. Therefore, Natixis shall not be liable for differences, if any, between its own valuations and those valuations provided by third parties; as such differences may arise as a result of the application and implementation of alternative accounting methods, tax rules or valuation models. Natixis shall not be liable for any finaavec kcncial loss or any decision taken on the basis of the information contained in this document and Natixis does not hold itself out as providing any advice, particularly in relation to investment services. In any event, you should request for any internal and/or external advice that you consider necessary or desirable to obtain, including from any financial, legal, tax or accounting advisor, or any other specialist advice, in order to verify in particular that the investment(s) described in this document meets your investments objectives and constraints, and to obtain an independent valuation of such investment(s), its risks factors and rewards. Natixis is authorised in France by the Autorité de Contrôle Prudentiel et de Résolution (ACPR) as a

10 Bank Investment Services Provider and subject to its supervision. Natixis is regulated by the AMF in respect of its investment services activities. Natixis is regulated throughout the European Union on a crossborder basis. This document is not intended for distribution in the United States or to any US person, or in Canada, Australia, the Republic of Ireland, the Republic of South Africa or Japan.