PRICING SUPPLEMENT BOC AVIATION PTE. LTD.
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1 EXECUTION VERSION PRICING SUPPLEMENT 29 October 2014 BOC AVIATION PTE. LTD. Issue of CNY1,500,000, per cent. Notes due 2018 under the U.S.$5,000,000,000 Euro Medium Term Note Programme This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth in the Offering Circular dated 16 April 2014 (the Offering Circular). This document must be read in conjunction with the Offering Circular. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement (including Annex 1 to this Pricing Supplement) and the Offering Circular. Where interest, discount income, prepayment fee, redemption premium or break cost is derived from any of the Notes by any person who is not resident in Singapore and who carries on any operations in Singapore through a permanent establishment in Singapore, the tax exemption available for qualifying debt securities (subject to certain conditions) under the Income Tax Act, Chapter 134 of Singapore (the ITA), shall not apply if such person acquires such Notes using the funds and profits of such person s operations through a permanent establishment in Singapore. Any person whose interest, discount income, prepayment fee, redemption premium or break cost derived from the Notes is not exempt from tax (including for the reasons described above) shall include such income in a return of income made under the ITA. 1. Issuer: BOC Aviation Pte. Ltd. 2. (a) Series Number: 10 (b) Tranche Number: 1 3. Specified Currency or Currencies: Renminbi (CNY) 4. Aggregate Nominal Amount: (a) Series: CNY1,500,000,000 (b) Tranche: CNY1,500,000, Issue Price: per cent. of the Aggregate Nominal Amount 6. (a) Specified Denominations: CNY1,000,000 and integral multiples of CNY10,000 in excess thereof. (b) Calculation Amount: CNY10, (a) Issue Date: 5 November 2014 (b) Interest Commencement Date: Issue Date 1
2 8. Maturity Date: 5 November Interest Basis: 4.20 per cent. Fixed Rate (further particulars specified below) 10. Redemption/Payment Basis: Redemption at par 11. Change of Interest Basis or Redemption/Payment Basis: 12. Put/Call Options: 13. Status of the Notes: Senior 14. Listing: Singapore Exchange Securities Trading Limited (SGX-ST) 15. Method of distribution: Syndicated PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE 16. Fixed Rate Note Provisions: Applicable (a) Rate of Interest: 4.20 per cent. per annum payable semi-annually in arrear (b) Interest Payment Dates: 5 May and 5 November in each year commencing on 5 May 2015 up to and including the Maturity Date provided that if any Interest Payment Date falls on a day which is not a Business Day, the Interest Payment Date shall be postponed to the next day which is a Business Day unless it would thereby fall into the next calendar month, in which event such Interest Payment Date shall be brought forward to the immediately preceding Business Day. For these purposes, Business Day means a day on which commercial banks and foreign exchange markets settle payments in Renminbi and are open for general business (including dealing in foreign exchange and foreign currency deposits) in Singapore, Hong Kong, New York and Beijing. (c) Fixed Coupon Amount: (Applicable to Notes in definitive form.) Each Fixed Coupon Amount shall be calculated by applying the Rate of Interest to each Calculation Amount, multiplying such sum by the actual number of days in the Fixed Interest Period divided by 365 and rounding the resultant figure to the nearest CNY0.01, CNY being rounded upwards. 2
3 (d) Broken Amount(s): (Applicable to Notes in definitive form.) (e) Day Count Fraction: Actual/365(Fixed) (f) Other terms relating to the method of calculating interest for Fixed Rate Notes: None 17. Floating Rate Note Provisions: 18. Zero Coupon Note Provisions: 19. Index Linked Interest Note Provisions: 20. Dual Currency Interest Note Provisions: PROVISIONS RELATING TO REDEMPTION 21. Issuer Call: 22. Investor Put: 23. Final Redemption Amount: CNY10,000 per Calculation Amount 24. Early Redemption Amount payable on redemption for taxation reasons or on event of default and/or the method of calculating the same (if required or if different from that set out in Condition 8.5): CNY10,000 per Calculation Amount GENERAL PROVISIONS APPLICABLE TO THE NOTES 25. Form of Notes: Registered Notes: Global Registered Note (CNY1,500,000,000 nominal amount) exchangeable for Registered Notes in definitive form only upon an Exchange Event 26. Additional Financial Centre(s) or other special provisions relating to Payment Days: 27. Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature): 28. Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Notes and No 3
4 interest due on late payment: 29. Details relating to Instalment Notes: 30. Redenomination applicable: Redenomination not applicable 31. Other final terms: 32. Ratings: Fitch Ratings: A- Standard and Poor's Ratings Services: BBB- 33. Governing law: English DISTRIBUTION 34. (a) If syndicated, names of Managers: BOCI Asia Limited The Hongkong and Shanghai Banking Corporation Limited (b) Stabilising Manager: BOCI Asia Limited The Hongkong and Shanghai Banking Corporation Limited 35. If non-syndicated, name of relevant Dealer: 36. U.S. Selling Restrictions: Reg. S Compliance Category 2; TEFRA not applicable 37. Additional selling restrictions: PURPOSE OF PRICING SUPPLEMENT This Pricing Supplement comprises the final terms required for issue and admission to trading on the SGX- ST of the Notes described herein pursuant to the U.S.$5,000,000,000 Euro Medium Term Note Programme of BOC Aviation Pte. Ltd. OPERATIONAL INFORMATION (i) ISIN Code: XS (ii) Common Code: (iii) Any clearing system(s) other than Euroclear Bank S.A./N.V., and Clearstream or, as the case may be, CDP and the relevant identification number(s): (iv) Delivery: Delivery against payment (v) Names and addresses of additional Paying Agent(s) (if any): (vi) Registrar: The Bank of New York Mellon (Luxembourg) S.A. 4
5
6 ANNEX 1 SUPPLEMENTARY INFORMATION Recent Developments On 15 July 2014, BOC Aviation Pte. Ltd. announced that it had placed an order with Airbus for 43 A320 Family aircraft. The order comprised A320 and A321 variants for both the current engine option (CEO) and new engine option (NEO). The aircraft are scheduled for delivery at intervals by the end of On 25 August 2014, BOC Aviation Pte. Ltd. announced that it had placed an order with Boeing for and two ER aircraft. The 737 order comprised MAX 8 and 30 New Generation aircraft. The aircraft are scheduled for delivery at intervals from 2016 to Pricing Supplement
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