Final Terms dated 27 November 2017 UBS AG, acting through its London branch

Transcription

1 Final Terms dated 27 November 2017 UBS AG, acting through its London branch Issue of USD 1,500,000,000 Floating Rate Notes due 28 May 2019 Under the Euro Note Programme PART A - CONTRACTUAL TERMS Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 31 May 2017 and the supplements to it dated 25 August 2017 and 7 November 2017 which together constitute a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes described herein is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus (including the supplements) is available for viewing at and copies may be obtained from the offices of the Paying Agents, The Bank of New York Mellon, acting through its London Branch, One Canada Square, London E14 5AL, The Bank of New York Mellon SA/NV, Luxembourg Branch, Vertigo Building - Polaris, 2-4 rue Eugène Ruppert, L-2453 Luxembourg and The Bank of New York Mellon SA/NV Dublin Branch, 4th Floor, Hanover Building, Windmill Lane, Dublin 2, Ireland. 1. Issuer: UBS AG, acting through its London branch 2. (i) Series Number: 15617/17 (ii) (iii) Tranche Number: Date on which the Notes become fungible: 1 3. Currency: U.S. dollars ("USD") 4. Aggregate Nominal Amount: (i) (ii) Series: Tranche: USD 1,500,000,000 USD 1,500,000, Issue Price: 100 per cent. of the Aggregate Nominal Amount 6. (i) Specified Denominations: Registered Notes The Notes may be issued, traded and redeemed in integral multiples of USD 200,000 and integral multiples of USD 1,000 in excess thereof

2 (ii) Calculation Amount: USD 1, (i) Issue Date: 30 November 2017 (ii) Date: Interest Commencement Issue Date 8. Maturity Date: 28 May Interest Basis: 3 month USD LIBOR per cent. Floating Rate (see paragraph 14 below) 10. Redemption/Payment Basis: Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100 per cent. of their nominal amount. 11. Put/Call Options: 12. Status of the Notes: Senior PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 13. Fixed Rate Note Provisions: 14. Floating Rate Note Provisions: Applicable (i) Specified Period: (ii) Interest Payment Dates: 28 February, 28 May, 28 August and 28 November in each year commencing 28 February 2018 (iii) Business Day Convention: Modified Following Business Day (iv) (v) Manner in which the Rate(s) of Interest is/are to be determined: Calculation Agent responsible for calculating the Rate(s) of Interest and Interest Amount(s): Screen Rate Determination Agent (vi) If ISDA Determination: (vii) If Screen Rate Determination: (a) Reference Rate: 3 month USD LIBOR (b) Interest The day falling two London Banking

3 Determination Date: Days prior to (a) in the case of the first Interest Period, the Issue Date, and (b) otherwise, the Interest Payment Date on which such Interest Period commences. Page: (c) Relevant Screen Reuters Screen Page LIBOR01 (viii) Margin(s): per cent. per annum (ix) Minimum Rate of Interest: Zero (x) Maximum Rate of Interest: (xi) Day Count Fraction: Actual/ Zero Coupon Note Provisions: PROVISIONS RELATING TO REDEMPTION 16. Redemption Amount: USD 1,000 per Calculation Amount 17. Redemption at the option of the Issuer: 18. Redemption at the option of the Noteholders: 19. Tax Redemption Amount: If the Notes are redeemed as a result of the Issuer being required to pay Additional Amounts, pursuant to Condition 7(b), then the Tax Redemption Amount will be USD 1,000 per Calculation Amount GENERAL PROVISIONS APPLICABLE TO THE NOTES 20. Applicability of Condition 8(e) (Consequences of a Renminbi Currency Event): 21. Form of Notes: Registered Notes: 22. New Global Note: 23. New Safekeeping Structure: Unrestricted Global Note registered in the name of a nominee for DTC Restricted Global Note registered in the name of a nominee for DTC 24. Business Days: New York and London 25. Talons for future Coupons or Receipts to be attached to No

4 Definitive Notes (and dates on which such Talons mature): LISTING AND ADMISSION TO TRADING APPLICATION These Final Terms comprise the final terms required for the Notes described herein to be listed on the official list and admitted to trading on the Irish Stock Exchange's Main Securities Market pursuant to the Euro Note Programme of UBS AG.

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6 PART B - OTHER INFORMATION 1. LISTING (i) Listing: Ireland (ii) Admission to trading: Application has been made for the Notes to be admitted to trading on the regulated market of the Irish Stock Exchange with effect from the Issue Date. 2. RATINGS The Notes to be issued are expected to be rated: Standard & Poor's Credit Market Services Europe Limited ("S&P"): Moody's Deutschland GmbH ("Moody's"): Fitch Ratings Limited ("Fitch"): A+ A1 AA- S&P, Moody's and Fitch are established in the European Union and registered under Regulation (EU) No 1060/2009, as amended (the "CRA Regulation"). In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under the CRA Regulation unless (1) the rating is provided by a credit rating agency not established in the EEA but is endorsed by a credit rating agency established in the EEA and registered under the CRA Regulation or (2) the rating is provided by a credit rating agency not established in the EEA which is certified under the CRA Regulation. In Australia, credit ratings are for distribution only to a person (a) who is not a "retail client" within the meaning of section 761G of the Corporations Act 2001 of Australia ("Corporations Act") and is also a sophisticated investor, professional investor or other investor in respect of whom disclosure is not required under Part 6D.2 or 7.9 of the Corporations Act, and (b) who is otherwise permitted to receive credit ratings in accordance with applicable law in any jurisdiction in which the person may be located. Anyone who is not such a person is not entitled to receive the Base Prospectus or these Final Terms and anyone who receives the Base Prospectus and these Final Terms must not distribute it to any person who is not entitled to receive it. 3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER Save as discussed in "Subscription and Sale" in the Base Prospectus, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

7 4. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES (i) Reasons for the offer The net proceeds will be used by the Issuer for its general corporate purposes or towards meeting the general financing requirements of the UBS Group, in each case outside Switzerland unless use in Switzerland is permitted under the Swiss taxation laws in force from time to time without payments in respect of the Notes becoming subject to withholding or deduction for Swiss withholding tax as a consequence of such use of proceeds in Switzerland (ii) Estimated net proceeds: USD 1,497,750,000 (iii) Estimated total expenses/ Estimated total expenses related to the admission to trading: EUR FLOATING RATE NOTES - HISTORIC INTEREST RATES Details of historic U.S. dollar LIBOR rates can be obtained from Reuters. 6. OPERATIONAL INFORMATION CUSIP: XH8 (144A) H7220NAD2 (Reg S) ISIN Code: US902674XH89 (144A) USH7220NAD24 (Reg S) Common Code: Not available as of the date of these Final Terms (144A) Not available as of the date of these Final Terms (Reg S) Swiss Valor: Intended to be held in a manner which would allow Eurosystem eligibility: No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper (and registered in the name of a nominee of one of the ICSDs acting as common

8 safekeeper). Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the European Central Bank being satisfied that Eurosystem eligibility criteria have been met. Any clearing system(s) and the relevant identification number(s) (if applicable): Delivery: Names and addresses of additional Paying Agent(s) (if any): DTC Delivery free of payment 7. DISTRIBUTION (i) Method of distribution Syndicated (ii) If syndicated, names and address of Managers and underwriting commitments: Sole Bookrunning Manager UBS Securities LLC 1285 Avenue of the Americas New York, NY United States USD 1,065,000,000 Joint Lead Managers BMO Capital Markets Corp. 3 Times Square, 28th Floor New York, NY USD 52,500,000 CIBC World Markets Corp. 300 Madison Avenue, 5th Floor, New York, NY USD 52,500,000 Scotia Capital (USA) Inc. 250 Vesey Street, 24 th Floor New York, NY USD 52,500,000 TD Securities (USA) LLC 31 West 52 nd Street, 2 nd Floor New York, NY USD 52,500,000

9 Wells Fargo Securities, LLC 550 South Tryon Street Charlotte, North Carolina USD 52,500,000 Co-Managers BB&T Capital Markets, a division of BB&T Securities, LLC 901 East Byrd Street Richmond, Virginia BNY Mellon Capital Markets, LLC 101 Barclay Street New York, NY Citigroup Global Markets Inc. 388 Greenwich Street New York, NY Desjardins Securities Inc. 25 York Street, Suite 1000, Toronto, Ontario M5J 2V5, Canada Fifth Third Securities, Inc. 38 Fountain Square Plaza Cincinnati, OH Merrill Lynch, Pierce, Fenner & Smith Incorporated One Bryant Park New York, New York National Bank Financial Inc. 71 Fenchurch St, 11th Floor London, UK, EC3M 4HD Regions Securities LLC 1180 West Peachtree Street NW, Suite 1400 Atlanta, GA 30309

10 (iii) (iv) Date of Subscription Agreement: Stabilisation Manager(s) (if any): SunTrust Robinson Humphrey, Inc Peachtree Road NE, 11 th Floor, Atlanta, GA U.S. Bancorp Investments, Inc. 214 North Tryon, 26th Floor Charlotte, NC Academy Securities, Inc. 277 Park Avenue, 35th Floor New York, NY USD 7,500,000 Drexel Hamilton, LLC 77 Water Street, Suite 201 New York, NY USD 7,500,000 Mischler Financial Group, Inc Bayside Drive, Suite 100 Corona del Mar, CA USD 7,500, November 2017 UBS Securities LLC If non-syndicated, name and address of Dealer: U.S. Selling Restrictions: ERISA Withholding under Section 871(m): Public Offer: Prohibition of sales to EEA Retail Investors: Rule 144A/Reg S (Category 2); TEFRA not applicable Eligible: Yes

11 8. TERMS AND CONDITIONS OF THE OFFER