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The Final Terms relating to each issue of Regulation S Warrants will contain (without limitation) such of the
following information as is applicable in respect of such Regulation S Warrants. All references to numbered
conditions are to the terms and conditions of the Regulation S Warrants set out in Schedule 1 of the Agency
Agreement (as defined in the Regulation S Warrant Conditions) and reproduced in the Base Prospectus and words
and expressions defined in those terms and conditions shall have the same meaning in the applicable Regulation S
Warrant Final Terms.
MORGAN STANLEY ASIA PRODUCTS LIMITED (incorporated with limited liability in the Cayman Islands)
Guaranteed by
(incorporated in Delaware, U.S.A.)
Warrant Programme
The Warrants and the Guarantee have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the Securities Act), or the securities laws of any State in the United States. The
Warrants and the Guarantee may not be offered, sold or delivered at any time, directly or indirectly, within
the United States or to, or for the account or benefit of, U.S. persons as such term is defined in Regulation S
under the Securities Act.
22,000,000 American Style Regulation S Cash Settled Call Warrants due 20 November 2017 linked to a basket
of local ordinary shares listed on the Tokyo Stock Exchange
This document constitutes the Final Terms relating to the issue of Regulation S Warrants described herein. This
document constitutes final terms for the purposes of Article 5.4 of Directive 2003/71/EC, as amended (the
Prospectus Directive).
Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base
Prospectus dated 23 September 2015 approved by the Central Bank of Ireland on 23 September 2015 (as
supplemented from time to time, the Base Prospectus). These Final Terms contain the final terms of the Regulation
S Warrants and must be read in conjunction with such Base Prospectus in order to obtain full information on the
Issuer and the Regulation S Warrants themselves. Copies of such Base Prospectus are available free of charge to the
public during normal business hours at the registered office of the Issuer and from the specified office of the Irish
Agent, or may be downloaded free of charge from
http://www.ise.ie/app/DeptSecurityDocuments.aspx?progID=121&FIELDSORT=docId.
References herein to numbered Conditions are to the Terms and Conditions of the Regulation S Warrants and words
and expressions defined in such terms and conditions shall bear the same meaning in these Final Terms, save as
where otherwise expressly provided.
Part A - Information about the Warrants
1.(a) The series number of the Warrants; I2434
1.(b) Whether or not the Warrants are to be
consolidated and form a single series
with the warrants of an existing series;
No.
2. Whether the Warrants are Share
Warrants, Index Warrants or Fund
Warrants or Warrants linked to a Basket;
Basket of Shares relating to the local ordinary shares of Basket
Companies listed on the Tokyo Stock Exchange (the Shares) with the
Bloomberg Code MSQQJVLL (the Basket). The issuer of the local
ordinary shares comprising the Basket, shall each be referred to as a
“Basket Company” and together as the “Basket Companies”. The
Basket Companies comprising the basket are:
Ticker Name % Index
Weight
1963 JT
Equity JGC CORP 1.32499
3231 JT
Equity NOMURA REAL ESTATE HOLDINGS INC 0.59209
3291 JT
Equity IIDA GROUP HOLDINGS CO LTD 0.7237
3401 JT
Equity TEIJIN LTD 1.18843
3407 JT
Equity ASAHI KASEI CORP 1.85959
4005 JT
Equity SUMITOMO CHEMICAL CO LTD 1.84235
4182 JT Equity
MITSUBISHI GAS CHEMICAL CO INC 0.9208
4188 JT Equity
MITSUBISHI CHEMICAL HOLDINGS CORP 1.58931
4217 JT
Equity HITACHI CHEMICAL CO LTD 0.97897
4902 JT
Equity KONICA MINOLTA INC 0.9862
5101 JT
Equity THE YOKOHAMA RUBBER CO LTD 0.77811
5108 JT
Equity BRIDGESTONE CORP 1.88304
5110 JT
Equity SUMITOMO RUBBER IND LTD 1.0751
5233 JT
Equity TAIHEIYO CEMENT CORP 1.80452
5486 JT
Equity HITACHI METALS LTD 0.79728
5711 JT
Equity MITSUBISHI MATERIALS CORP 0.91492
5802 JT
Equity SUMITOMO ELECTRIC IND LTD 1.95619
5991 JT
Equity NHK SPRING CO LTD 0.39017
6201 JT
Equity TOYOTA INDUSTRIES CORP 1.37359
6302 JT
Equity SUMITOMO HEAVY IND LTD 0.93211
6471 JT Equity
NSK LTD 1.45962
6473 JT Equity
JTEKT CORP 0.74326
6479 JT
Equity MINEBEA CO LTD 1.87577
6501 JT
Equity HITACHI LTD 1.95891
6504 JT
Equity FUJI ELECTRIC CO LTD 0.96198
6701 JT
Equity NEC CORP 1.62548
6702 JT
Equity FUJITSU LTD 2.34891
6762 JT
Equity TDK CORP 2.30129
7180 JT
Equity KYUSHU FINANCIAL GROUP INC 0.17835
7201 JT
Equity NISSAN MOTOR CO LTD 1.83217
7202 JT
Equity ISUZU MOTORS LTD 1.82703
7203 JT
Equity TOYOTA MOTOR CORP 2.17083
7211 JT
Equity MITSUBISHI MOTORS CORP 1.65612
7240 JT
Equity NOK CORP 0.64878
7261 JT Equity
MAZDA MOTOR CORP 1.81685
7267 JT Equity
HONDA MOTOR CO LTD 2.06194
7272 JT
Equity YAMAHA MOTOR CO LTD 2.17623
7282 JT
Equity TOYODA GOSEI CO LTD 0.35999
7752 JT
Equity RICOH CO LTD 1.3904
7762 JT
Equity CITIZEN HOLDINGS CO LTD 1.14225
8001 JT
Equity ITOCHU CORP 1.78819
8002 JT
Equity MARUBENI CORP 1.96316
8053 JT
Equity SUMITOMO CORP 2.01985
8233 JT
Equity TAKASHIMAYA CO LTD 0.72121
8253 JT
Equity CREDIT SAISON CO LTD 0.48563
8303 JT
Equity SHINSEI BANK LTD 1.2133
8304 JT
Equity AOZORA BANK LTD 1.20211
8308 JT
Equity RESONA HOLDINGS INC 2.18174
8309 JT Equity
SUMITOMO MITSUI TRUST HOLDINGS INC 1.93786
8316 JT Equity
SUMITOMO MITSUI FINANCIAL GROUP INC 2.05031
8331 JT
Equity THE CHIBA BANK LTD 0.55027
8334 JT
Equity THE GUNMA BANK LTD 0.86101
8354 JT
Equity FUKUOKA FINANCIAL GROUP INC 0.67092
8355 JT
Equity THE SHIZUOKA BANK LTD 0.48078
8359 JT
Equity THE HACHIJUNI BANK LTD 0.31991
8369 JT
Equity THE BANK OF KYOTO LTD 0.34321
8377 JT
Equity HOKUHOKU FINANCIAL GROUP INC 0.6088
8379 JT
Equity THE HIROSHIMA BANK LTD 0.17747
8382 JT
Equity THE CHUGOKU BANK LTD 0.24776
8385 JT
Equity THE IYO BANK LTD 0.22396
8411 JT
Equity MIZUHO FINANCIAL GROUP INC 2.08151
8418 JT
Equity YAMAGUCHI FINANCIAL GROUP INC 0.51893
8473 JT Equity
SBI HOLDINGS INC 0.99131
8591 JT Equity
ORIX CORP 1.95864
8593 JT
Equity MITSUBISHI UFJ LEASE FINANCE CO LTD 0.44644
8601 JT
Equity DAIWA SECURITIES GROUP INC 1.23222
8604 JT
Equity NOMURA HOLDINGS INC 2.07514
8630 JT
Equity SOMPO JAPAN NIPPONKOA HOLDINGS INC 1.74342
8725 JT
Equity MSAD INSURANCE GROUP HOLDINGS INC 1.4591
8750 JT Equity
THE DAI-ICHI LIFE INSURANCE CO LTD 2.00136
8795 JT Equity
TD HOLDINGS INC 1.70733
9101 JT
Equity NIPPON YUSEN KK 1.27497
9201 JT
Equity JAPAN AIRLINES CO LTD 1.6861
9501 JT
Equity
TOKYO ELECTRIC POWER COMPANY HOLDINGS
IN 1.64076
9502 JT
Equity CHUBU ELECTRIC POWER CO INC 0.87799
9503 JT
Equity THE KANSAI ELECTRIC POWER CO INC 1.11879
9506 JT
Equity TOHOKU ELECTRIC POWER CO INC 0.82943
9508 JT
Equity KYUSHU ELECTRIC POWER CO INC 0.62571
9513 JT
Equity ELECTRIC POWER DEVELOPMENT CO LTD 1.23575
3. Launch Date; 31 August 2016
4. The Issue Date of the Warrants; 5 September 2016
5. Whether the Warrants are American
Style Warrants or European Style
Warrants;
American Style Warrants
6. Whether the Warrants are Call Warrants
or Put Warrants;
Call Warrants
7. Whether the Warrants are Global
Warrants or Definitive Warrants;
Global Warrants exchangeable into Definitive Warrants in registered
form in limited circumstances as set out in the Conditions
8.(a) If the Warrants are Share Warrants, Fund
Warrants or Warrants linked to a Basket
of Units or Shares, whether the Warrants
are Market Access Warrants or
Outperformance Warrants;
Market Access Warrants
8.(b) If the Warrants are Market Access
Warrants, whether they are China
Market Access Warrants;
No
8.(c) If the Warrants are Outperformance
Warrants, whether Upfront Discount is
applicable, and if so, the Upfront
Discount (as a percentage);
Not applicable
8.(d) If the Warrants are Outperformance
Warrants, whether Daily Accrual is
applicable, and if so, the Daily Accrual
Rate (as a percentage) (except where
Rerate is also applicable, in which case,
Not applicable
please see paragraph 8.(f));
8(e) If the Warrants are Outperformance
Warrants, and Upfront Discount or Daily
Accrual is applicable, the Commission
Rate (as a percentage);
Not applicable
8.(f) If the Warrants are Outperformance
Warrants, whether Daily Accrual and
Rerate are applicable and if so, the Daily
Accrual Rate (as a percentage) in
respect of the First Period;
Not applicable
8.(f)(i) If the Warrants are Outperformance
Warrants and Daily Accrual and Rerate
are applicable, the Rerate Date;
Not applicable
8.(f)(ii) If Rerate is applicable, Default Adjusted
Rate (as a percentage);
Not applicable
8.(g) If the Warrants are Outperformance
Warrants, whether Variable Daily
Accrual is applicable, and if so, the
Variable Daily Accrual Rate (as a
percentage);
Not applicable
9. The number of Warrants being issued; 22,000,000
10.(a) The Issue Price per Warrant; Japanese Yen (“JPY”) 92.43, being the Issuer’s weighted average
execution price of the Basket of Shares.
10.(b) Currency in which Warrants are
denominated and to be traded;
JPY
11. The Strike Price per Warrant (which
may be subject to adjustment in
accordance with Condition 19 or 20 in
the case of Index Warrants, Share
Warrants or Fund Warrants,
respectively);
JPY 0.00001
12. The Relevant Jurisdiction of the
Warrants;
Japan
13.(a) If Issuer Optional Early Termination is
applicable;
Yes
13.(b) If Issuer Optional Early Termination is
applicable, the number of Business
Day’s written notice required to be given
by the Issuer in order to terminate;
Five (5) Business Days
13.(c) If Issuer Optional Early Termination is
applicable, whether Issuer Break Fee is
applicable and if so, the Issuer Break
Fee Rate (as a percentage) and if the
Issuer Break Fee Rate is Flat or
Amortised;
Not applicable
13.(d) If Issuer Break Fee Rate is Amortised
and Day Count Fraction is applicable,
the start date and end date over which
Not applicable
Day Count Fraction applies;
14. If the Warrants are China Market Access
Warrants, whether Tax Event is
applicable;
Not applicable
15.(a) If Warrantholder Break Fee is
applicable, and if so, the Warrantholder
Break Fee Rate (as a percentage) and if
the Warrantholder Break Fee Rate is Flat
or Amortised;
Not applicable
15.(b) If Warrantholder Break Fee Rate is
Amortised and Day Count Fraction is
applicable, the start date and end date
over which Day Count Fraction applies;
Not applicable
16.(a) If the Warrants are Index Warrants,
whether Commissions applies and if so,
the Commissions (as a percentage);
Not applicable
16.(b) If the Warrants are Index Warrants,
whether Outperformance is applicable,
and if so, if Outperformance Average,
Outperformance Initial or
Outperformance Final is applicable and
the Outperformance Rate (as a
percentage);
Not applicable
16.(c) If the Warrants are Index Warrants, the
Index Initial;
Not applicable
16.(d) If the Warrants are Index Warrants, the
Index Final;
Not applicable
16.(e) If the Warrants are Index Warrants, the
Index Average;
Not applicable
17. The Settlement Price per Warrant
(which may be subject to adjustment in
accordance with Condition 19 or 20 in
the case of Index Warrants, Share
Warrants or Fund Warrants,
respectively); (NB: This must be
expressed as a monetary amount in
respect of Index Warrants)
As defined in Condition 21
18.(a) The Cash Settlement Amount per
Warrant;
As specified in Condition 3(b)
18.(b) Whether a Management Fee is
applicable, and if so, the Management
Fee Rate (as a percentage);
Not applicable
19. Valuation Date(s); The Actual Exercise Date or the Expiration Date (as applicable)
20.(a) Whether Averaging is applicable; No
20.(b) If Averaging applies, Averaging Dates; Not applicable
20.(c) If Averaging applies, whether, in the
event of a Disrupted Day (as defined in
Not applicable
Condition 21) occurring on an
Averaging Date, Omission,
Postponement or Modified
Postponement (as defined in Condition
21) applies;
21. Settlement Date; As defined in Condition 21
22. In the case of European Style Warrants,
the Exercise Date for the Warrants;
Not applicable
23. In the case of American Style Warrants,
the Exercise Period in respect of the
Warrants;
From the fifth Business Day following the date of purchase of the
Warrants up to and including 10:00 a.m. Brussels or Luxembourg
time as appropriate, depending upon whether the Warrants are held
through Euroclear or Clearstream, Luxembourg on the Expiration
Date.
24. In the case of American Style Warrants,
the Expiration Date for the Warrants;
20 November 2017
25. In the case of American Style Warrants,
whether Automatic Exercise will apply;
Yes
26. The Ratio identifying the number of
Warrants per underlying Share, Index,
Unit or Basket which shall be applied to
the Settlement Price in order to ascertain
the Cash Settlement Amount for each
Warrant (such Ratio shall be subject to
adjustment in accordance with
Condition 19 or 20 in respect of Index
Warrants, Share Warrants and Fund
Warrants, respectively);
One Warrant per Basket
27. The applicable Business Day Centre(s)
for the purposes of the definitions of
Business Day in Condition 21;
London, New York and Tokyo
28.(a) Whether Exchange Rate is applicable; Yes
28.(b) If Exchange Rate is applicable, the
applicable Exchange Rate for
conversion of any amount into the
relevant Settlement Currency for the
purposes of determining the Cash
Settlement Amount (as defined in
Condition 21) and details of when and
how such rate is to be ascertained;
As defined in Condition 21
29. The Settlement Currency for the
payment of the Cash Settlement
Amount;
JPY
30.(a) In the case of American Style Warrants,
the Minimum Exercise Number;
One Warrant
30.(b) In the case of American Style Warrants,
the Maximum Exercise Number;
22,000,000
31.(a) The Minimum Purchase Amount of the
Warrants;
One Warrant
31.(b) The Minimum Trading Amount of
Warrants;
One Warrant
32. The Relevant Time; As defined in Condition 21
33. Whether Alternative Provisions are
applicable;
No
34. Whether Alternative Index Cash
Settlement Amount is applicable;
No
35. If Alternative Index Cash Settlement
Amount is applicable, the Commission
Rate;
Not applicable
36.(a) For the purposes of Condition 19
(Additional Terms for Index Warrants),
details of the Exchange and Related
Exchange (if any);
Exchange(s): Not applicable
Related Exchange(s): Not applicable
36.(b) For the purposes of Condition 19
(Additional Terms for Index Warrants),
details of the relevant Sponsor;
Not applicable
37. For the purposes of Condition 20
(Additional Terms for Share Warrants
and Fund Warrants), details of the
relevant Exchange and Related
Exchange (if any);
Exchange(s): Tokyo Stock Exchange
Related Exchange(s): All Exchanges
38. Whether Exchange Settlement Failure
is applicable;
No
39. In respect of Fund Warrants, applicable
Extraordinary Fund Event(s);
Not applicable
40. If a Fund Insolvency Event is applicable
under paragraph 39, the Fund
Insolvency Entity;
Not applicable
41. If an Adviser Resignation Event and/or
Regulatory Action is applicable under
paragraph 39, the Fund Administrator,
the Fund Adviser or any other relevant
key person for the purposes of
Condition 20(c)(ii);
Not applicable
42. If the Warrants are Fund Warrants, the
Fund Interest;
Not applicable
43. If NAV Threshold Event or Elective
Extraordinary Fund Event is applicable
under paragraph 39, the NAV Threshold
Amount;
Not applicable
44. In the case where Fund Modification,
Strategy Breach, Fund Investment
Modification and/or Elective
Extraordinary Fund Event is applicable
under paragraph 39, any relevant
Additional Fund Documents;
Not applicable
45. If Reporting Disruption is applicable
under paragraph 39, the relevant time
period;
Not applicable
46. Details of any certifications required in
the Exercise Notice;
Not applicable
47.(a) Whether the Warrants are Additional
Warrants;
No
47.(b) If the Warrants are Additional Warrants,
whether they are Fungible Additional
Warrants or Non-Fungible Additional
Warrants;
Not applicable
47.(c) If the Warrants are Non-Fungible
Additional Warrants, the Original
Series;
Not applicable
48. The method of distribution of the
Warrants (syndicated or non-syndicated)
including, if any, the names of any
Dealers other than or in addition to
Morgan Stanley & Co. International plc
(Additional Dealers).
Private placement
Non-Syndicated
Responsibility Statement:
The Issuer accepts responsibility for the information contained in these Final Terms. The Guarantor accepts
responsibility for the information contained in these Final Terms in relation to itself and the Guarantee. To the best
of the knowledge and belief of the Issuer (who has taken all reasonable care to ensure that such is the case), the
information contained in the Base Prospectus, as completed by these Final Terms in relation to the Warrants, is in
accordance with the facts and does not omit anything likely to affect the import of such information. To the best of
the knowledge and belief of the Guarantor (who has taken all reasonable care to ensure that such is the case), the
information contained in the Base Prospectus, in relation to itself and the Guarantee, as completed by these Final
Terms in relation to the Warrants, is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The information included in these Final Terms with regard to the underlying shares (the Information) consists of
extracts from or summaries of information in respect of the underlying assets that is publicly available from
Bloomberg Financial Markets Information Services and is not necessarily the latest information available. The
Issuer only confirms that the Information has been accurately reproduced and that, so far as it is aware, and is able to
ascertain from information published by the issuer, owner or sponsor, as the case may be, of such underlying assets,
no facts have been omitted that would render the reproduced extracts or summaries inaccurate or misleading. The
Issuer makes no representation that the Information, any other publicly available information or any other publicly
available documents regarding the underlying assets to which the Warrants relate are accurate or complete. There
can be no assurance that all events occurring prior to the date of these Final Terms that would affect the trading price
of the underlying assets to which the Warrants relate (and therefore the trading price and value of the Warrants) have
been publicly disclosed. Subsequent disclosure of any such events or the disclosure or failure to disclose material
future events concerning the underlying assets to which the Warrants relate could affect the trading price and value
of the Warrants.
The Central Bank of Ireland has approved the Base Prospectus dated 23 September 2015 under Part 7 of the
Prospectus (Directive 2003/71/EC) Regulations 2005 as amended (the Regulation) as having been drawn up in
accordance with the Regulation and Commission Regulation (EC) No 809/2004 and has further approved the Base
Prospectus Supplement dated 4 December 2015.
The Issuer does not intend to provide any post-issuance information in relation to any assets and/or underlying in
relation to any issue of Warrants constituting derivative securities (as such term is used in the Commission
Regulation (EC) No. 809/2004).
Signed on behalf of the Issuer:
By:........................................................................................
Duly authorised
PART B – Other Information
1 Listing and admission to trading
(i) Listing: Ireland
(ii) Admission to trading: The issue of Warrants is conditional upon the Irish Stock Exchange granting listing of
the Warrants. Listing of the Warrants on the Irish Stock Exchange is expected to occur
on 5 September 2016.
2 Rating
Ratings: The Regulation S Warrants to be issued have not been rated.
3 Notification
The Central Bank of Ireland has provided the competent authority(ies) of Ireland with a certificate of approval
attesting that the Base Prospectus dated 23 September 2015, has been drawn up in accordance with the
provisions of the Prospectus Directive and Commission Regulation (EC) No 809/2004.
4 Interests of natural and legal persons involved in the issue
Save for any fees payable to the Dealers, so far as the Issuer is aware, no person involved in the issue of the
Warrants has an interest material to the offer.
5 Details relating to the Underlying Asset(s)
(i) Underlying Asset(s): The Basket of Shares
(ii) Issuer of Underlying
Asset:
Basket of Shares relating to the Shares of:
Ticker Name % Index
Weight
1963 JT Equity JGC CORP 1.32499
3231 JT Equity NOMURA REAL ESTATE HOLDINGS INC
0.59209
3291 JT Equity IIDA GROUP HOLDINGS CO LTD 0.7237
3401 JT Equity TEIJIN LTD 1.18843
3407 JT Equity ASAHI KASEI CORP 1.85959
4005 JT Equity SUMITOMO CHEMICAL CO LTD 1.84235
4182 JT Equity MITSUBISHI GAS CHEMICAL CO INC 0.9208
4188 JT Equity MITSUBISHI CHEMICAL HOLDINGS
CORP 1.58931
4217 JT Equity HITACHI CHEMICAL CO LTD 0.97897
4902 JT Equity KONICA MINOLTA INC 0.9862
5101 JT Equity THE YOKOHAMA RUBBER CO LTD 0.77811
5108 JT Equity BRIDGESTONE CORP 1.88304
5110 JT Equity SUMITOMO RUBBER IND LTD 1.0751
5233 JT Equity TAIHEIYO CEMENT CORP 1.80452
5486 JT Equity HITACHI METALS LTD 0.79728
5711 JT Equity MITSUBISHI MATERIALS CORP 0.91492
5802 JT Equity SUMITOMO ELECTRIC IND LTD 1.95619
5991 JT Equity NHK SPRING CO LTD 0.39017
6201 JT Equity TOYOTA INDUSTRIES CORP 1.37359
6302 JT Equity SUMITOMO HEAVY IND LTD 0.93211
6471 JT Equity NSK LTD 1.45962
6473 JT Equity JTEKT CORP 0.74326
6479 JT Equity MINEBEA CO LTD 1.87577
6501 JT Equity HITACHI LTD 1.95891
6504 JT Equity FUJI ELECTRIC CO LTD 0.96198
6701 JT Equity NEC CORP 1.62548
6702 JT Equity FUJITSU LTD 2.34891
6762 JT Equity TDK CORP 2.30129
7180 JT Equity KYUSHU FINANCIAL GROUP INC 0.17835
7201 JT Equity NISSAN MOTOR CO LTD 1.83217
7202 JT Equity ISUZU MOTORS LTD 1.82703
7203 JT Equity TOYOTA MOTOR CORP 2.17083
7211 JT Equity MITSUBISHI MOTORS CORP 1.65612
7240 JT Equity NOK CORP 0.64878
7261 JT Equity MAZDA MOTOR CORP 1.81685
7267 JT Equity HONDA MOTOR CO LTD 2.06194
7272 JT Equity YAMAHA MOTOR CO LTD 2.17623
7282 JT Equity TOYODA GOSEI CO LTD 0.35999
7752 JT Equity RICOH CO LTD 1.3904
7762 JT Equity CITIZEN HOLDINGS CO LTD 1.14225
8001 JT Equity ITOCHU CORP 1.78819
8002 JT Equity MARUBENI CORP 1.96316
8053 JT Equity SUMITOMO CORP 2.01985
8233 JT Equity TAKASHIMAYA CO LTD 0.72121
8253 JT Equity CREDIT SAISON CO LTD 0.48563
8303 JT Equity SHINSEI BANK LTD 1.2133
8304 JT Equity AOZORA BANK LTD 1.20211
8308 JT Equity RESONA HOLDINGS INC 2.18174
8309 JT Equity SUMITOMO MITSUI TRUST HOLDINGS
INC 1.93786
8316 JT Equity SUMITOMO MITSUI FINANCIAL
GROUP INC 2.05031
8331 JT Equity THE CHIBA BANK LTD 0.55027
8334 JT Equity THE GUNMA BANK LTD 0.86101
8354 JT Equity FUKUOKA FINANCIAL GROUP INC 0.67092
8355 JT Equity THE SHIZUOKA BANK LTD 0.48078
8359 JT Equity THE HACHIJUNI BANK LTD 0.31991
8369 JT Equity THE BANK OF KYOTO LTD 0.34321
8377 JT Equity HOKUHOKU FINANCIAL GROUP INC 0.6088
8379 JT Equity THE HIROSHIMA BANK LTD 0.17747
8382 JT Equity THE CHUGOKU BANK LTD 0.24776
8385 JT Equity THE IYO BANK LTD 0.22396
8411 JT Equity MIZUHO FINANCIAL GROUP INC 2.08151
8418 JT Equity YAMAGUCHI FINANCIAL GROUP INC 0.51893
8473 JT Equity SBI HOLDINGS INC 0.99131
8591 JT Equity ORIX CORP 1.95864
8593 JT Equity MITSUBISHI UFJ LEASE FINANCE CO
LTD 0.44644
8601 JT Equity DAIWA SECURITIES GROUP INC 1.23222
8604 JT Equity NOMURA HOLDINGS INC 2.07514
8630 JT Equity SOMPO JAPAN NIPPONKOA HOLDINGS
INC 1.74342
8725 JT Equity MSAD INSURANCE GROUP HOLDINGS
INC 1.4591
8750 JT Equity THE DAI-ICHI LIFE INSURANCE CO
LTD 2.00136
8795 JT Equity TD HOLDINGS INC 1.70733
9101 JT Equity NIPPON YUSEN KK 1.27497
9201 JT Equity JAPAN AIRLINES CO LTD 1.6861
9501 JT Equity TOKYO ELECTRIC POWER COMPANY
HOLDINGS IN 1.64076
9502 JT Equity CHUBU ELECTRIC POWER CO INC 0.87799
9503 JT Equity THE KANSAI ELECTRIC POWER CO
INC 1.11879
9506 JT Equity TOHOKU ELECTRIC POWER CO INC 0.82943
9508 JT Equity KYUSHU ELECTRIC POWER CO INC 0.62571
9513 JT Equity ELECTRIC POWER DEVELOPMENT CO
LTD 1.23575
(iii) ISIN/Security
information code
relating to the
Underlying Asset(s):
MSQQJVLL
(iv) Description of
Underlying Asset(s):
Not applicable
(v) Details of where
information about the
past and the further
performance on the
Underlying Asset(s)
and its volatility can be
obtained:
Bloomberg Financial Markets Information Services
6 Operational information
(i) ISIN: KYG6272L4508
(ii) Common Code: 148652082
(iii) Any clearing system(s)
other than Euroclear
Bank S.A./N.V. and
Clearstream Banking,
société anonyme and
the relevant
identification
number(s):
Not applicable
7 Additional Disclosure in relation to the Basket of Shares
(i) Jurisdiction of
incorporation:
Japan
(ii) Closing price as at the
Launch Date:
The closing price of the Basket of Shares as at the Launch Date was JPY 92.44 on the
Tokyo Stock Exchange
8 Authorisation
The Issuer has obtained all necessary consents, approvals and authorisations in the Cayman Islands in
connection with the establishment and the updates of the Programme and the issue of the Warrants. The
establishment of the Programme and the issue of the Warrants pursuant to this Base Prospectus dated 23
September 2015 was authorised by resolutions of the board of directors of the Issuer passed on 18 September
2015.
The Guarantor has obtained all necessary consents, approvals, and authorisations in connection with the
Guarantee.
9 Summary
(iii) Issue specific
summary:
The summary for this series of Warrants is annexed to these Final Terms.
SUMMARY
This section comprises a summary in the format, and with the content, required by Article 5(2) of the Prospectus
Directive.
Summaries are made up of disclosure requirements known as elements (Elements). These Elements are set out in
Sections A to E below (and numbered A.1 to E.7). This summary contains all the Elements required for a summary
for the type of securities offered under this Base Prospectus and the type of issuer. Because some Elements are not
required, there are gaps in the numbering sequence of the Elements. Even though an Element may need to be
inserted in the summary because of the type of securities and the type of issuer, it is possible that no relevant
information can be given regarding the Element, in which case the Element shall be described as “not applicable”.
Section A – Introduction and warnings
A.1 This summary must be read as an introduction to this Base Prospectus. Any decision to invest in the Warrants should be
based on a consideration of the Base Prospectus as a whole, including any documents incorporated by reference. Where a
claim relating to the information contained in this Base Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of Member States, be required to bear the costs of translating the Base Prospectus before the
legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary, including any
translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other
parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, key
information in order to aid investors when considering whether to invest in the Warrants.
Section B – Issuer and Guarantor
Issuer
B.1 The legal and
commercial name
of the Issuer
Morgan Stanley Asia Products Limited.
B.2 The domicile and
legal form of the
Issuer, the
legislation under
which the Issuer
operates and its
country of
incorporation
The Issuer is an exempted company incorporated with limited liability in the Cayman Islands
pursuant to the Companies Law (2004 Revision) of the Cayman Islands (as amended from time to
time).
The Issuer is domiciled in the Cayman Islands.
B.4b A description of
any known trends
affecting the
Issuer and the
industries in
which it operates
The business of the Guarantor (being the ultimate holding company of the Issuer) may be
materially affected by many factors, including: the effect of economic and political conditions
and geopolitical events; the effect of market conditions, particularly in the global equity, fixed
income, currency, credit and commodities markets, including corporate and mortgage
(commercial and residential) lending and commercial real estate markets and energy markets; the
impact of current, pending and future legislation (including the Dodd-Frank Wall Street Reform
and Consumer Protection Act (the Dodd-Frank Act)), regulation (including capital, leverage
and liquidity requirements), policies (including fiscal and monetary), and legal and regulatory
actions in the United States of America (U.S.) and worldwide; the level and volatility of equity,
fixed income and commodity prices (including oil prices), interest rates, currency values and
other market indices; the availability and cost of both credit and capital as well as the credit
ratings assigned to the Guarantor’s unsecured short-term and long-term debt; investor, consumer
and business sentiment and confidence in the financial markets; the performance of the
Guarantor’s acquisitions, divestitures, joint ventures, strategic alliances or other strategic
arrangements; the Guarantor’s reputation and the general perception of the financial services
industry; inflation, natural disasters, pandemics and acts of war or terrorism; the actions and
initiatives of current and potential competitors as well as governments, regulators and self-
regulatory organizations; the effectiveness of the Guarantor’s risk management policies;
22(4)B.1
22(9)B.1
22(13)B.1
22(4)B.2
22(9)B.2
22(13)B.2
22(4)B.4b
A4.5.2.1
A4.5.2.2
A4.5.2.3
technological changes and risks and cybersecurity risks (including cyber attacks and business
continuity risks); or a combination of these or other factors. In addition, legislative, legal and
regulatory developments related to the Guarantor’s businesses are likely to increase costs,
thereby affecting results of operations. These factors also may have an adverse impact on the
Guarantor’s ability to achieve its strategic objectives.
B.5 Description of the
Group and the
Issuer’s position
within the Group
The Issuer has no subsidiaries. It is wholly owned by Morgan Stanley Asia Securities Products
LLC, which is itself a subsidiary of the Guarantor. The Guarantor is a global financial services
firm that, through its subsidiaries and affiliates (together with the Guarantor, the Group), provides
a wide variety of products and services to a large and diversified group of clients and customers,
including corporations, governments, financial institutions and individuals.
B.9 Profit forecast or
estimate
Not Applicable; the Issuer has chosen not to include a profit forecast or estimate.
B.10 Qualifications in
the auditors’
report on the
Issuer’s historical
financial
information
Not Applicable; the auditors’ report contains no such qualifications in respect of the audited
reports and financial statements of the Issuer for the years ended 31 December 2014 and 2013.
B.12 Selected financial
information
relating to the
Issuer
The selected financial information set out below has been extracted without material adjustment
from the interim report for the half year ended 30 June 2015 and the audited reports and financial
statements of the Issuer for the year ended 31 December 2014.
Balance Sheet (in U.S.$ ‘000) 31 Dec 2013 31 Dec 2014 30 June 2015
Total assets 7,338,724 10,987,562 17,229,097
Total liabilities and equity 7,338,724 10,987,562 17,229,097
Condensed statement of
comprehensive income
(in U.S.$ ‘000)
31 Dec
2013
31 Dec
2014
Six months
ended 30 June
2014 2015
Net gains on financial
instruments classified as held
for trading
- - - (5,689)
Net gains on financial
instruments designated at fair
value through profit or loss
- - - 5,689
Income (net of tax) - - - -
There has been no significant change in the financial or trading position of the Issuer since 30
June 2015 and no material adverse change in the prospects of the Issuer since 31 December 2014,
the date of the latest published annual audited accounts of the Issuer.
B.13 Recent material
events particular
to the Issuer
Not Applicable. The Issuer considers that no event particular to itself and which is to a material
extent relevant to the evaluation of its solvency has taken place since the publication of its last
annual financial statements.
B.14 Extent to which
the Issuer is
dependent on
other entities
within the Group
See Element B.5 for information about the Issuer’s position in the Group.
The Warrants issued by the Issuer are guaranteed by the Guarantor. The Arranger and Dealer,
which is also an affiliate of the Issuer, arranges and distributes the Warrants that are issued by the
Issuer. The Issuer is also reliant on the Guarantor or other members of the Group for the purposes
of entering into hedging transactions to hedge exposures under the Warrants it issues.
22(4)B.5
22(9) B.5
22(13)B.5
22(4)B.14
22(9)B.14
22(13)B.14
B.15 Principal activities
of the Issuer
The Issuer’s business consists of the issuance of financial instruments, with a primary focus on
the Asia markets, and the hedging of obligations relating thereto.
B.16 Extent to which
the Issuer is
directly or
indirectly owned
or controlled
The Issuer is wholly owned by Morgan Stanley Asia Securities Products LLC. It is indirectly
owned or controlled by the Guarantor through a number of subsidiaries.
B.18 Description and
scope of the
Guarantee
The Guarantor will absolutely, unconditionally and irrevocably guarantee the Issuer’s payment
obligations under each series of Warrants pursuant to a guarantee dated 23 September 2015 (the
Guarantee).
B.19 Section B
information about
the Guarantor
The following items B.1 to B.16 shall relate to the Guarantor as if it were the Issuer:
Guarantor
B.1 The legal and
commercial name
of the Guarantor
Morgan Stanley.
B.2 The domicile and
legal form of the
Guarantor, the
legislation under
which the
Guarantor
operates and its
country of
incorporation
The Guarantor was incorporated under the laws of the State of Delaware in 1981. As a financial
holding company under the Bank Holding Company Act of 1956, as amended (the BHC Act), it is
subject to the regulation and oversight of the Board of Governors of the Federal Reserve System
(the Federal Reserve). As a major financial services firm, the Guarantor is subject to extensive
regulation by U.S. federal and state regulatory agencies and securities exchanges and by
regulators and exchanges in each of the major markets where it conducts its business. The
Guarantor has its registered office at The Corporation Trust Center, 1209 Orange Street,
Wilmington, Delaware 19801, U.S.A., and its principal executive offices at 1585 Broadway, New
York, New York 10036, U.S.A.
The Guarantor conducts its business from its headquarters in and around New York City, its
regional offices and branches throughout the United States and its principal offices in London,
Tokyo, Hong Kong and other world financial centres.
B.4b A description of
any known trends
affecting the
Guarantor and
the industries in
which it operates
See B.4b in relation to the Issuer above. The Guarantor operates within the same industry as the
Issuer.
B.5 Description of the
Group and the
Guarantor’s
position within the
Group
The Guarantor is a global financial services firm that, through its subsidiaries and affiliates,
provides a wide variety of products and services to a large and diversified group of clients and
customers, including corporations, governments, financial institutions and individuals.
The Guarantor is the parent and financial holding company of the companies in the Group.
B.9 Profit forecast or
estimate
Not Applicable; the Guarantor has chosen not to include a profit forecast or estimate.
B.10 Qualifications in
the auditors’
report on the
Issuer’s historical
financial
information
Not Applicable. The auditors’ report contains no such qualifications in respect of the audited
reports and financial statements of the Guarantor for the years ended 31 December 2014 and
2013.
B.12 Selected financial The selected financial information set out below has been extracted without material adjustment
22(4)B.5
22(9) B.5
22(13)B.5
information
relating to the
Guarantor
from interim report for the half year ended 30 June 2015 and the audited reports and financial
statements of the Guarantor for the year ended 31 December 2014.
Balance Sheet (U.S.$ in
millions) 31 Dec 2013 31 Dec 2014 30 June 2015
Total assets 832,702 801,510 825,755
Total liabilities and equity 832,702 801,510 825,755
Consolidated Income
Statement
(U.S.$ in millions)
31 Dec
2013
31 Dec
2014
Six months
ended 30 June
2014 2015
Net revenues 32,493 34,275 17,604 19,650
Income from continuing
operations before income taxes
4,558 3,591 4,302 5,582
Net income 3,613 3,667 3,501 4,294
There has been no material adverse change in the prospects of the Guarantor since 31 December
2014, the date of the latest published annual audited accounts of the Guarantor, nor any significant
change in the financial or trading position of the Guarantor since 30 June 2015.
B.13 Recent material
events particular
to the Guarantor
Not Applicable. The Guarantor considers that no event particular to itself and which is to a
material extent relevant to the evaluation of its solvency has taken place since the publication of
its last annual financial statements.
B.14 Extent to which
the Guarantor is
dependent on
other entities
within the Group
The Guarantor is a holding company for a number of subsidiary companies (directly or indirectly)
and is dependent on their performance.
B.15 Principal activities
of the Guarantor
The Guarantor, a financial holding company, is a global financial services firm that maintains
significant market positions in each of its business segments – Institutional Securities, Wealth
Management and Investment Management. A summary of the activities of each of the Guarantor’s
business segments is as follows:
• Institutional Securities provides financial advisory and capital raising services, including:
advice on mergers and acquisitions, restructurings, real estate and project finance; corporate
lending; sales, trading, financing and market-making activities in equity and fixed income
securities and related products, including foreign exchange and commodities; and investment
activities.
• Wealth Management provides brokerage and investment advisory services to individual
investors and small-to-medium sized businesses and institutions covering various investment
alternatives; financial and wealth planning services; annuity and other insurance products;
credit and other lending products; cash management services; and retirement services; and
engages in fixed income trading, which primarily facilitates clients’ trading or investments in
such securities.
• Investment Management provides a broad array of investment strategies that span the
risk/return spectrum across geographies, asset classes and public and private markets to a
diverse group of clients across the institutional and intermediary channels as well as high net
worth clients.
B.16 Extent to which
the Guarantor is
directly or
indirectly owned
The Guarantor is a publicly traded company with a principal listing of its ordinary shares on the
New York Stock Exchange.
As of 30 June 2015, the following entities beneficially own more than 5% of the Guarantor’s
common stock: Mitsubishi UFJ Financial Group, Inc. (22.1% holding); State Street Corporation
22(4)B.13
22(4)B.14
22(9)B.14
22(13)B.14
or controlled (7.2% holding); T. Rowe Price Associates, Inc. (5.4% holding).
Section C – Securities
C.1 Type and class of
Warrants
The Warrants are Regulation S Warrants which are also Warrants relating to a Basket of Shares.
The Warrants will be issued in registered form and will be represented on issue by a Global
Warrant which is exchangeable for Definitive Warrants in the limited circumstances specified in
the Global Warrant. The Global Warrant will be deposited with Euroclear Bank S.A./N.A.
(Euroclear) and Clearstream Banking, societé anonyme (Clearstream, Luxembourg)with
interests in such Global Warrant being traded in the relevant clearing system(s).
ISIN: KYG6272L4508
Common Code: 148652082
C.2 Currencies Subject to compliance with all relevant laws, regulations and directives, Warrants under the
Programme may be denominated in any currency or units of exchange and settled in any
deliverable currency.
The Issue Price of the Warrants is denominated in JPY and will be settled in JPY.
C.5 A description of
any restrictions on
the free
transferability of
the Warrants
The free transfer of the Warrants is subject to the selling restrictions of the United States, the
European Economic Area (including Austria, Belgium, the Czech Republic, Denmark, Finland,
France, Germany, Greece, Hungary, Ireland, Italy, Lichtenstein, Luxembourg, the Netherlands,
Norway, Poland, Portugal, Romania, Slovakia, Spain, Sweden and the United Kingdom),
Australia, the People’s Republic of China (PRC), the Cayman Islands, the Hong Kong Special
Administrative Region of the People’s Republic of China (Hong Kong), Kingdom of Bahrain,
Indonesia, Japan, Malaysia, Pakistan, the Philippines, Singapore, Sri Lanka, Thailand, the
Republic of Korea (South Korea), the Republic of China (Taiwan), the United Arab Emirates and
Vietnam.
Regulation S Warrants shall comply with the selling restrictions applicable to them as set out in
the section “Offering and Sale”.
The “Additional Selling Restrictions” in respect of Regulation S Warrants for which Alternative
Provisions are not applicable shall apply, for which the Relevant Jurisdiction is not India.
Warrants held in a clearing system must be transferred in accordance with the rules, procedures
and regulations of that clearing system
C.8 Description of the
rights attaching to
the Warrants
The Warrants are Regulation S Warrants which are also American Style Warrants and Call
Warrants to which Automatic Exercise applies.
Status: The Warrants constitute direct, unconditional, unsecured and unsubordinated obligations
of the Issuer and rank pari passu without preference amongst themselves and, subject to any
applicable statutory provisions or judicial order, at least equally with all other present and future
direct, unconditional, unsecured and unsubordinated obligations of the Issuer.
Guarantee: The Warrants have the benefit of an absolute, unconditional and irrevocable guarantee
of payments of obligations of the Issuer by the Guarantor.
The Warrants relate to a Basket of Shares relating to the local ordinary shares of the Basket
Companies listed on the Tokyo Stock Exchange (the “Shares”) with the Bloomberg Code
MSQQJVLL (the “Basket”). The issuer of the local ordinary shares comprising the Basket, shall
each be referred to as a “Basket Company” and together as the “Basket Companies”. The Basket
companies comprising the Basket are:
Ticker Name % Index
Weight
1963 JT Equity JGC CORP 1.32499
3231 JT Equity NOMURA REAL ESTATE HOLDINGS INC
0.59209
3291 JT Equity IIDA GROUP HOLDINGS CO LTD 0.7237
3401 JT Equity TEIJIN LTD 1.18843
3407 JT Equity ASAHI KASEI CORP 1.85959
4005 JT Equity SUMITOMO CHEMICAL CO LTD 1.84235
4182 JT Equity MITSUBISHI GAS CHEMICAL CO INC 0.9208
4188 JT Equity MITSUBISHI CHEMICAL HOLDINGS
CORP 1.58931
4217 JT Equity HITACHI CHEMICAL CO LTD 0.97897
4902 JT Equity KONICA MINOLTA INC 0.9862
5101 JT Equity THE YOKOHAMA RUBBER CO LTD 0.77811
5108 JT Equity BRIDGESTONE CORP 1.88304
5110 JT Equity SUMITOMO RUBBER IND LTD 1.0751
5233 JT Equity TAIHEIYO CEMENT CORP 1.80452
5486 JT Equity HITACHI METALS LTD 0.79728
5711 JT Equity MITSUBISHI MATERIALS CORP 0.91492
5802 JT Equity SUMITOMO ELECTRIC IND LTD 1.95619
5991 JT Equity NHK SPRING CO LTD 0.39017
6201 JT Equity TOYOTA INDUSTRIES CORP 1.37359
6302 JT Equity SUMITOMO HEAVY IND LTD 0.93211
6471 JT Equity NSK LTD 1.45962
6473 JT Equity JTEKT CORP 0.74326
6479 JT Equity MINEBEA CO LTD 1.87577
6501 JT Equity HITACHI LTD 1.95891
6504 JT Equity FUJI ELECTRIC CO LTD 0.96198
6701 JT Equity NEC CORP 1.62548
6702 JT Equity FUJITSU LTD 2.34891
6762 JT Equity TDK CORP 2.30129
7180 JT Equity KYUSHU FINANCIAL GROUP INC 0.17835
7201 JT Equity NISSAN MOTOR CO LTD 1.83217
7202 JT Equity ISUZU MOTORS LTD 1.82703
7203 JT Equity TOYOTA MOTOR CORP 2.17083
7211 JT Equity MITSUBISHI MOTORS CORP 1.65612
7240 JT Equity NOK CORP 0.64878
7261 JT Equity MAZDA MOTOR CORP 1.81685
7267 JT Equity HONDA MOTOR CO LTD 2.06194
7272 JT Equity YAMAHA MOTOR CO LTD 2.17623
7282 JT Equity TOYODA GOSEI CO LTD 0.35999
7752 JT Equity RICOH CO LTD 1.3904
7762 JT Equity CITIZEN HOLDINGS CO LTD 1.14225
8001 JT Equity ITOCHU CORP 1.78819
8002 JT Equity MARUBENI CORP 1.96316
8053 JT Equity SUMITOMO CORP 2.01985
8233 JT Equity TAKASHIMAYA CO LTD 0.72121
8253 JT Equity CREDIT SAISON CO LTD 0.48563
8303 JT Equity SHINSEI BANK LTD 1.2133
8304 JT Equity AOZORA BANK LTD 1.20211
8308 JT Equity RESONA HOLDINGS INC 2.18174
8309 JT Equity SUMITOMO MITSUI TRUST HOLDINGS
INC 1.93786
8316 JT Equity SUMITOMO MITSUI FINANCIAL
GROUP INC 2.05031
8331 JT Equity THE CHIBA BANK LTD 0.55027
8334 JT Equity THE GUNMA BANK LTD 0.86101
8354 JT Equity FUKUOKA FINANCIAL GROUP INC 0.67092
8355 JT Equity THE SHIZUOKA BANK LTD 0.48078
8359 JT Equity THE HACHIJUNI BANK LTD 0.31991
8369 JT Equity THE BANK OF KYOTO LTD 0.34321
8377 JT Equity HOKUHOKU FINANCIAL GROUP INC 0.6088
8379 JT Equity THE HIROSHIMA BANK LTD 0.17747
8382 JT Equity THE CHUGOKU BANK LTD 0.24776
8385 JT Equity THE IYO BANK LTD 0.22396
8411 JT Equity MIZUHO FINANCIAL GROUP INC 2.08151
8418 JT Equity YAMAGUCHI FINANCIAL GROUP INC 0.51893
8473 JT Equity SBI HOLDINGS INC 0.99131
8591 JT Equity ORIX CORP 1.95864
8593 JT Equity MITSUBISHI UFJ LEASE FINANCE CO
LTD 0.44644
8601 JT Equity DAIWA SECURITIES GROUP INC 1.23222
8604 JT Equity NOMURA HOLDINGS INC 2.07514
8630 JT Equity SOMPO JAPAN NIPPONKOA HOLDINGS INC
1.74342
8725 JT Equity MSAD INSURANCE GROUP HOLDINGS
INC 1.4591
8750 JT Equity THE DAI-ICHI LIFE INSURANCE CO
LTD 2.00136
8795 JT Equity TD HOLDINGS INC 1.70733
9101 JT Equity NIPPON YUSEN KK 1.27497
9201 JT Equity JAPAN AIRLINES CO LTD 1.6861
9501 JT Equity TOKYO ELECTRIC POWER COMPANY
HOLDINGS IN 1.64076
9502 JT Equity CHUBU ELECTRIC POWER CO INC 0.87799
9503 JT Equity THE KANSAI ELECTRIC POWER CO
INC 1.11879
9506 JT Equity TOHOKU ELECTRIC POWER CO INC 0.82943
9508 JT Equity KYUSHU ELECTRIC POWER CO INC 0.62571
9513 JT Equity ELECTRIC POWER DEVELOPMENT CO
LTD 1.23575
See C.18 for rights relating to Cash Settlement Amounts payable in respect of the Warrants.
C.11 Listing and
admission to
trading/ indication
of market where
securities will be
traded
Application is expected to be made by the Issuer (or on its behalf) for the Warrants to be admitted
to trading on the Irish Stock Exchange’s regulated market with effect from 5 September 2016.
C.15 Effect of value of
underlying
instrument(s) on
value of derivative
securities
The Cash Settlement Amount to which the holder of each Warrant is entitled is as set out in C.18.
Depending on the value of the underlying Shares on the Exercise Date, Actual Exercise Date or
Expiration Date, as the case may be, the Cash Settlement Amount may be a positive amount or it
may be zero (although it may not be lower than zero). The value of the Cash Settlement Amount
is dependent on the performance of the underlying Shares; if the Cash Settlement Amount is zero,
it represents a total loss of the amount paid for the Warrant.
C.16 Expiration/
maturity date of
derivative
securities
The Warrants expire on 20 November 2017.
C.17 Settlement
procedure for
derivative
securities
The Warrants shall be cash-settled through Clearstream, Luxembourg and/or Euroclear.
C.18 Description of
return on
derivative
securities
The returns on the Warrants shall depend on the performance of the Shares.
The Cash Settlement Amount payable in respect of each Warrant is determined as follows:
Max (0, Settlement Price – Strike Price), multiplied by the Ratio (if any).
Issuer Optional Termination Notice means a notice given by the Issuer to the Warrantholders
designating an optional termination date;
Related Exchange means each exchange or quotation system where trading has a material effect
on the overall market for futures or options contracts relating to such Shares;
Settlement Currency shall have the meaning specified in the applicable Final Terms; and
Strike Price shall have the meaning specified in the applicable Final Terms.
C.19 Description of
exercise price or
final reference
price of
underlying asset
in relation to
derivative
securities
The Settlement Price of each Warrant shall be
the Issuer’s weighted average execution price (as denominated in the Local Currency) upon the
Issuer’s disposal of the Shares or Units (as applicable) in relation to the Actual Exercise Date,
Exercise Date or the Expiration Date (as applicable) converted into the Settlement Currency at the
relevant exchange rate.
C.20 Description of
underlying asset
and where
information on
underlying asset
can be found
The Shares comprising the Basket have been issued by issuers of local ordinary shares listed on
the Tokyo Stock Exchange and information relating to it can be found at Bloomberg Financial
Markets Information Services.
C.21 Listing and
admission to
trading/ indication
of market where
securities will be
traded
Application is expected to be made by the Issuer (or on its behalf) for the Warrants to be admitted
to trading on the Irish Stock Exchange’s regulated market with effect from 5 September 2016.
Section D – Risks
D.2 Key risks
regarding the
Issuer and the
Guarantor
The following key risks affect the Guarantor and, indirectly, the Issuer:
Market Risk: The Guarantor's results of operations may be materially affected by market
fluctuations and by global and economic conditions and other factors. The Guarantor may
experience declines in the value of its financial instruments and other losses related to volatile and
illiquid market conditions. Holding large and concentrated positions may expose the Guarantor to
losses. These factors may result in losses for a position or portfolio owned by the Guarantor.
Credit Risk: The Guarantor is exposed to the risk that third parties that are indebted to it will not
perform their obligations, and a default by a large financial institution could adversely affect
financial markets generally. Such factors give rise to a risk of loss arising when a borrower,
counterparty or issuer does not meet its financial obligations to the Guarantor.
Operational Risk: The Guarantor is subject to the risk of loss, or of damage to its reputation,
resulting from inadequate or failed processes, people and systems or from external events (e.g.
fraud, theft, legal and compliance risks or damage to physical assets). The Guarantor may incur
operational risk across the full scope of its business activities, including revenue-generating
activities (e.g. sales and trading) and support and control groups (e.g. information technology and
trade processing).
Liquidity and Funding Risk: Liquidity is essential to the Guarantor’s businesses and the Guarantor
relies on external sources to finance a significant portion of its operations. The Guarantor’s
borrowing costs and access to the debt capital markets depend significantly on its credit ratings.
The Guarantor is a holding company and depends on payments from its subsidiaries. Further, the
Guarantor’s liquidity and financial condition have in the past been, and in the future could be,
adversely affected by U.S. and international markets and economic conditions. As a result of the
foregoing, there is a risk that the Guarantor will be unable to finance its operations due to a loss of
access to the capital markets or difficulty in liquidating its assets.
Legal, Regulatory and Compliance Risk: The Guarantor is subject to the risk of legal or regulatory
sanctions, material financial loss including fines, penalties, judgments, damages and/or
settlements, or loss of reputation as a result of its failure to comply with laws, regulations, rules,
related self-regulatory organisation standards and codes of conduct applicable to its business
activities. This risk also includes contractual and commercial risk, such as the risk that a
counterparty's performance obligations will be unenforceable. In today's environment of rapid and
possibly transformational regulatory change, the Guarantor also views regulatory change as a
component of legal, regulatory and compliance risk.
Risk Management: The Guarantor's risk management strategies may not be fully effective in
mitigating its risk exposures in all market environments or against all types of risk.
Competitive Environment: The Guarantor faces strong competition from other financial services
firms, which could lead to pricing pressures that could materially adversely affect its revenue and
profitability. Further, automated trading markets may adversely affect the Guarantor's business
and may increase competition (for example by putting pressure on bid-offer spreads,
commissions, markups or comparable fees). Finally, the Guarantor's ability to retain and attract
qualified employees is critical to the success of its business and the failure to do so may materially
adversely affect its performance.
International Risk: The Guarantor is subject to numerous political, economic, legal, operational,
franchise and other risks as a result of its international operations (including risks of possible
nationalisation, expropriation, price controls, capital controls, exchange controls, increased taxes
and levies and other restrictive governmental actions, as well as the outbreak of hostilities or
political and governmental instability) which could adversely impact its businesses in many ways.
Acquisition Divestiture and Joint Venture Risk: The Guarantor may be unable to fully capture the
expected value from acquisitions, divestitures, joint ventures, minority stakes and strategic
alliances. D.6 Key information
on the key risks
that are specific to
the Warrants
The Warrants are being issued with the intention that they will be purchased only by corporations,
partnerships and other entities or individuals having such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of an investment in the
Warrants, who are experienced in investing in derivative instruments and who are familiar with
secondary market trading in instruments such as the Warrants. Prospective investors should
conduct independent investigation and analysis regarding the Warrants and the other assets on
which the obligations of the Issuer and the Guarantor to which the value of the Warrants relate as
they deem appropriate.
The price of the Warrants may fall in value and investors may lose the value of their entire
investment if, among other reasons:
the value of the relevant underlying basis of reference does not move in the anticipated
direction;
the Issuer and the Guarantor are unable to pay any amounts due under the Warrants;
the price and/or value of the assets underlying the Warrants are influenced by the
political, financial and economic stability of the country and/or region in which it is
incorporated or has a place of business;
the Guarantor’s credit rating has fallen due to a perception of a fall in the Guarantor’s
creditworthiness; or
adjustments to the Warrants made by the Calculation Agent pursuant to the terms of the
Warrants.
An investment in Warrants linked to Shares is not directly an investment in the Shares.
Warrantholders will not have any rights in relation to the underlying assets nor will it have any
recourse to the relevant issuer of the underlying Shares. Neither the Issuer nor the Guarantor has
an ability to control or predict any actions of the issuer of the underlying Shares
The Issuer may limit the number of Warrants that are exercisable on any date (other than the final
exercise date).
The Issuer shall have a right, upon giving sufficient written notice, to terminate all the Warrants
in the relevant series prior to the Expiration Date. Any payment a Warrantholder is entitled to
receive following such a termination may be less than what they could have received had the
Warrants been held to the Exercise Date or Expiration Date (as the case may be).
The terms of the Warrants may be amended or the Warrants may be terminated or suspended, in
each case by the Issuer if an Additional Disruption Event has occurred.
Section E – Offer
E.2b Reason for the
offer and use of
proceeds
The net proceeds of the issue of the Warrants will be used by the relevant Issuer for its general
business purposes, including the making of profits and the hedging of certain risks.
E.3 Terms and
Conditions of the
Offer
The Warrants will be offered to investors by the Dealer at an issue price of JPY 92.43 per Warrant.
The minimum number of Warrants that an investor may purchase is 1.
E.4 Interests of
natural and legal
persons involved
in the issue of the
Warrants
So far as the Issuer is aware, no person involved in the offer of the Warrants has an interest
material to the offer.
E.7 Estimated
expenses charged
to the investor by
the Issuer or the
Dealer
The Warrants are offered to the investors by the Dealer and the estimated expenses are zero in
respect of all the Warrants being issued.
22(5)E.2b
22(12)E.2b
22(5)E.3
22(12)E.3
22(5)E.4
22(12)E.4
22(4)E.7
22(12)E.7
22(9)E.7
