Source - RNS
RNS Number : 4570K
Morgan Stanley B.V.
21 September 2016
 

Pricing Supplement dated 16 September 2016 as amended and restated 19 September 2016

Morgan Stanley B.V.

Issue of EUR 9,000,000 Equity and Fund-Linked Notes due 2022

Guaranteed by Morgan Stanley

under the

Regulation S Program for the Issuance of Notes, Series A and B, Warrants and Certificates

The Offering Circular referred to below (as completed by this Pricing Supplement) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (as amended, including by Directive 2010/73/EU (together, the "Prospectus Directive")) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes.  Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Distribution Agent to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer.  Neither the Issuer nor any Distribution Agent has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.

Warning: Neither this Pricing Supplement nor the Offering Circular referred to below constitutes a "prospectus" for the purposes of Article 5.4 of Directive 2003/71/EC (as amended, including by Directive 2010/73/EU, the "Prospectus Directive"), and the Pricing Supplement and the Offering Circular have been prepared on the basis that no prospectus shall be required under the Prospectus Directive in relation to any Notes be offered and sold under hereby.

THE NOTES ARE NOT DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT INSURED BY THE U.S. FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR DEPOSIT PROTECTION SCHEME ANYWHERE NOR ARE THEY OBLIGATIONS OF, OR GUARANTEED BY, A BANK.

 

 

PART A - CONTRACTUAL TERMS

THE NOTES DESCRIBED HEREIN AND ANY GUARANTEE IN RESPECT THEREOF, AND THE SECURITIES TO BE DELIVERED ON REDEMPTION OF THE NOTES (IF ANY) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES.  NEITHER THE ISSUER NOR THE GUARANTOR IS REGISTERED, OR WILL REGISTER, UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED.  TRADING IN THE NOTES HAS NOT BEEN APPROVED BY THE U.S. COMMODITY FUTURES TRADING COMMISSION UNDER THE U.S. COMMODITY EXCHANGE ACT OF 1936, AS AMENDED.

THE NOTES DESCRIBED HEREIN, ANY INTEREST THEREIN, ANY GUARANTEE IN RESPECT THEREOF AND THE SECURITIES TO BE DELIVERED ON REDEMPTION OF THE NOTES (IF ANY) MAY NOT BE OFFERED, SOLD, PLEDGED, ASSIGNED, DELIVERED OR OTHERWISE TRANSFERRED OR REDEEMED AT ANY TIME, DIRECTLY OR INDIRECTLY, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT). HEDGING TRANSACTIONS INVOLVING ANY "EQUITY SECURITIES" OF "DOMESTIC ISSUERS" (AS SUCH TERMS ARE DEFINED IN THE SECURITIES ACT AND REGULATIONS THEREUNDER) MAY ONLY BE CONDUCTED IN ACCORDANCE WITH THE SECURITIES ACT.  SEE "SUBSCRIPTION AND SALE" AND "NO OWNERSHIP BY U.S. PERSONS" IN THE OFFERING CIRCULAR DATED 16 AUGUST 2016.  IN PURCHASING THE NOTES, PURCHASERS WILL BE DEEMED TO REPRESENT AND WARRANT THAT THEY ARE NEITHER LOCATED IN THE UNITED STATES NOR A U.S. PERSON AND THAT THEY ARE NOT PURCHASING ON BEHALF OF, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON.

THE NOTES ARE NOT RATED.

This document constitutes the Pricing Supplement relating to the issue of the Notes described herein.  This Pricing Supplement must be read in conjunction with the Offering Circular dated 16 August 2016 (the "Offering Circular").  Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of this Pricing Supplement and the Offering Circular.  Copies of the Offering Circular are available from the offices of Morgan Stanley & Co. International plc at 25 Cabot Square, Canary Wharf, London, E14 4QA.  The Offering Circular has also been published on the website of the Irish Stock Exchange (www.ise.ie).

Information Concerning Investment Risk

Noteholders and prospective purchasers of Notes should ensure that they understand the nature of the Notes and the extent of their exposure to risk and that they consider the suitability of the Notes as an investment in the light of their own circumstances and financial condition. The amount payable on redemption of the Notes is linked to the performance of the Underlying (as defined herein), and may be less than par.  Given the highly specialised nature of these Notes, Morgan Stanley B.V. (the "Issuer"), Morgan Stanley ("the Guarantor") and Morgan Stanley & Co. International plc ("MSI plc") consider that they are only suitable for highly sophisticated investors who are able to determine for themselves the risk of an investment linked to the Underlying, are willing to take risks and can absorb the partial loss of their initial investment. Consequently, if you are not an investor who falls within the description above you should not consider purchasing these Notes without taking detailed advice from a specialised professional adviser.

Potential investors are urged to consult with their legal, regulatory, investment, accounting, tax and other advisors with regard to any proposed or actual investment in these Notes. Please see the Offering Circular together with the Pricing Supplement for a full detailed description of the Notes and in particular, please review the Risk Factors associated with these Notes. Investing in the Notes entails certain risks including, but not limited to, the following:

Adjustments by the Determination Agent:  The terms and conditions of the Notes will allow the Determination Agent to make adjustments or take any other appropriate action if circumstances occur where the Notes or any exchanges are affected by market disruption, adjustment events or circumstances affecting normal activities. In addition, other circumstances may occur which either increase the liability of the Issuer fulfilling its obligations under the Notes or increase the liability of any hedging activities related to such obligations, including without limitation the adoption of or any change in any tax law relating to a common system of financial transaction tax in the European Union or otherwise.

Potential investors should see the Offering Circular for a detailed description of potential adjustment events and adjustments. 

In such circumstances, the Determination Agent can in its sole and absolute discretion determine whether to redeem the Notes early, or adjust the terms of the Notes, which may include without limitation adjustments to the Initial Reference Price, the Final Redemption Amount or the Underlying. The Determination Agent is not required but has the discretion to make adjustments with respect to each and every corporate action.  Potential investors should see the Offering Circular for a detailed description of potential adjustment events and adjustments.

Adjustment and Discontinuation Risk: The Sponsor of the Underlying can add, delete or substitute stocks constituting the Underlying or make other methodological changes that could change the value of the Underlying without regard to the interests of holders of the Notes. Any of these decisions/determinations may adversely affect the value of the Notes and may result in the investor receiving a return that is materially different from what he/she would have received if the event had not occurred.

Basket Components Risk: The Notes will be redeemed at an amount determined by reference to the performance of the Basket Components and such performance will therefore affect the nature and value of the investment return on the Notes.  Noteholders and prospective purchasers of Notes should conduct their own investigations and, in deciding whether or not to purchase Notes, prospective purchasers should form their own views of the merits of an investment related to the Basket Components based upon such investigations and not in reliance on any information given in this document.

Product Market Risk: The value of the Notes and the returns available under the terms of the Notes will be influenced and dependent on the value of the Underlying. It is impossible to predict how the level of the Underlying will vary over time. The historical performance (if any) of the Underlying is not indicative of its future performance.  

Credit Risk: Investors are exposed to the credit risk of the Issuer and/or Guarantor. The Notes are essentially a loan to the Issuer with a repayment amount linked to the performance of the Underlying that the Issuer promises to pay to you at maturity and that the Guarantor promises to pay to you if the Issuer fails to do so. There is the risk, however, that the Issuer and the Guarantor may not be able to fulfil their promise to you.  If any companies in the Morgan Stanley group incur losses with respect to any of their activities, this may have a negative impact on the financial condition of the Issuer and the Guarantor.  You may lose all or part of your investment if the Issuer and the Guarantor are unable to pay the coupons (if any) or the redemption amount and/or goes into liquidation.  No assets of the Issuer and/or Guarantor are segregated and specifically set aside in order to pay the holders of the Notes in the event of liquidation of the Issuer and/or Guarantor, and the holders of the Notes will rank behind creditors who have priority rights over certain assets of the Issuer and/or Guarantor.

Capital is not protected: the final redemption amount depends on the performance of the Underlying and could be zero.

Exit Risk: Any secondary market price of the Notes will depend on many factors, including the value and volatility of the Underlying(s), interest rates, the dividend rate on the stocks that compose the Underlying,  time remaining to maturity and the creditworthiness of the Issuer and/or the Guarantor.  The secondary market price may be lower than the market value of the issued Notes as at the Issue Date to take into account amounts paid distributors and other intermediaries relating to the issue and sale of the Notes as well as amounts relating to the hedging of the Issuer's obligations.  As a result of all of these factors, the holder may receive an amount in the secondary market which may be less than the then intrinsic market value of the Note and which may also be less than the amount the holder would have received had the holder held the Note through to maturity.

Liquidity Risk:  The Notes will not be traded on an organized exchange. Any secondary market in the Notes made by the Dealer will be made on a reasonable efforts basis only and subject to market conditions, law, regulation and internal policy. Even whilst there may be a secondary market in the Notes it may not be liquid enough to facilitate a sale by the holder.

Hedging Risk: On or prior to and after the Trade Date, the Issuer, through its affiliates or others, will likely hedge its anticipated exposure under the Notes by taking positions in the Underlying, in option contracts on the Underlying or positions in any other available securities or instruments.  In addition, the Issuer and its affiliates trade the Underlying as part of their general businesses.  Any of these activities could potentially affect the value of the Underlying, and accordingly, could affect the pay-out to holders on the Notes.

Market Risk: Price movements in the Basket Components may not correlate with each other.  Increases in the value of one or more of the Basket Components may be moderated, or wholly offset, by lesser increases or declines in the value of one or more of the other components.

No Shareholder Rights: A holder of Notes will have no beneficial interest in the stocks that compose the relevant Underlying nor any voting rights and will not have the right to receive dividends or other distributions with respect to the stocks that compose the Underlying.

Potential Conflict of Interest:  The Determination Agent, which is an affiliate of the Issuer, will determine the pay-out to the investor at maturity. Morgan Stanley & Co. International plc and its affiliates may trade the Underlying on a regular basis as part of its general broker-dealer business and may also carry out hedging activities in relation to the Notes.  Any of these activities could influence the Determination Agent's determination of adjustments made to any Notes and any such trading activity could potentially affect the price of the Underlying and, accordingly, could affect the investor's pay-out on any Note.

Underlying Sponsor Risk: The sponsor of the relevant Underlying is not an affiliate of the Issuer or its affiliates and is not involved with this offering in any way. Consequently, the Issuer and the Determination Agent have no ability to control the actions of the sponsor of the relevant Underlying, including and rebalancing that could trigger an adjustment to the terms of the Notes by the Determination Agent.

In purchasing any Notes, purchasers will be deemed to represent and undertake to the Issuer, the Dealer and each of their affiliates that (i) such purchaser understands the risks and potential consequences associated with the purchase of the Notes, (ii) that such purchaser has consulted with its own legal, regulatory, investment, accounting, tax and other advisers to extent it believes is appropriate to assist it in understanding and evaluating the risks involved in, and the consequences of, purchasing the Notes and (iii) in accordance with the terms set out in Annex 2.

Morgan Stanley is not qualified to give legal, tax or accounting advice to its clients and does not purport to do so in this document.  Clients are urged to seek the advice of their own professional advisers about the consequences of the proposals contained herein.

GENERAL

1. 0

(i)            Issuer:

Morgan Stanley B.V.

 

(ii)           Guarantor:

Morgan Stanley

2. 2.

(i)            Series Number:

9423

 

(ii)           Tranche Number:

1

3. 3

Specified Currency or Currencies:

Euro ("EUR")

4. 4

Aggregate Nominal Amount of the Notes:

EUR 9,000,000

 

(i)            Series:

EUR 9,000,000

 

(ii)           Tranche:

EUR 9,000,000

5. 5

Issue Price

100 per cent. of par per Note

6.            

(i)            Specified Denominations:

EUR 100,000

 

(ii)           Calculation Amount (Par):

EUR 100,000

7.            

(i)            Issue Date:

16 September 2016

 

(ii)           Trade Date:

7 September 2016

 

(iii)          Interest Commencement Date

Not Applicable

 

(iv)          Strike Date:

7 September 2016

 

(v)           Determination Date:

7 September 2022

8.            

Maturity Date:

16 September 2022, subject to adjustment in accordance with the Business Day Convention (i) in the event such date is not a Business Day or (ii) such that the Maturity Date shall always be at least five (5) Business Days following the Determination Date.

9.            

Interest Basis:

Not Applicable

10.          

Redemption/Payment Basis:

Equity-Linked Redemption. See item 31(B) below.

Fund-Linked Redemption. See item 37 below.

11. 11.

Change of Interest or Redemption/Payment Basis:

Not Applicable

12.          

Put/Call Options/Autocallable Early Redemption:

 

 

(i)            Redemption at the Option of the Issuer:

Not Applicable

 

(Condition 21.5)

 

 

(ii)           Redemption at the Option of Noteholders:

Not Applicable

 

(Condition 21.7)

 

 

(iii)          Autocallable Early Redemption:

Not Applicable

 

                (Condition 18)

 

 

(iv)          Other put/call options:

Not Applicable

13.          

(i)            Status of the Notes:

As set out in Condition 4.1

 

(Condition 4)

 

 

(ii)           Status of the Guarantee:

As set out in Condition 4.2

14.          

Method of distribution:

Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.          

Fixed Rate Note Provisions

Not Applicable

 

(Condition 5)

 

16. 1

Floating Rate Note Provisions

Not Applicable

 

(Condition 6)

 

17.          

Zero Coupon Note Provisions

Not Applicable

 

(Condition 7)

 

18.          

Dual Currency-Linked Note Interest Provisions

Not Applicable

 

(Condition 8)

 

19.          

Equity-Linked Interest Note Provisions:

(Condition 10)

Not Applicable

20.          

Commodity-Linked Interest Note Provisions

(Condition 11)

Not Applicable

21.          

Currency-Linked Interest Note Provisions

(Condition 12)

Not Applicable

22.          

Inflation-Linked Interest Note Provisions

(Condition 13)

Not Applicable

23.          

Property-Linked Interest Note Provisions

(Condition 14)

Not Applicable

24.          

Fund-Linked Interest Note Provisions

(Condition 15)

Not Applicable

25.          

Credit-Linked Interest Note Provisions

Not Applicable

PROVISIONS RELATING TO REDEMPTION

26.          

Call Option

Not Applicable

 

(Condition 21.5)

 

27.          

Put Option

Not Applicable

 

(Condition 21.7)

 

28.          

Autocallable Early Redemption

(Condition 18)

Not Applicable

29.          

Final Redemption Amount of each Note

(Condition 21.1)

Linked Redemption Amount specified below

30.          

Dual Currency Redemption Provisions

(Condition 8)

Not Applicable

31.          

Equity-Linked Redemption Provisions:

(Condition 10)

Applicable

Further details on Underlying 2 and 3 can be found in item 37 below.

(B)

Index Basket Notes

Applicable

 

(i)            Whether the Notes relate to a single index or a basket of indices (each, an "Index") and the identity of the Sponsor of an Index (each, an "Index Issuer")

Single Index Note

 

The SciBeta Dev HLiq Value Multi-Strat Gross Total Return  (Bloomberg code: SBDXWUMG Index) (the "Underlying Index")

 

(ii)           Exchange(s):

As specified in Condition 10.9, with Multi Exchange Index applicable.

 

(iii)          Related Exchange(s):

All Exchanges

 

(iv)          Averaging Dates:

Not Applicable

 

(v)           Averaging Date Disruption:

Not Applicable

 

(vi)          Observation Date(s):

Not Applicable

 

(vii)         Observation Period:

Not Applicable

 

(viii)        Determination Date(s):

6 September 2022

 

(ix)           Determination Time(s):

As set out in the Conditions

 

(x)            Determination Agent responsible for calculating the Final Redemption Amount:

Morgan Stanley & Co. International plc (the "Determination Agent"). The Determination Agent shall act as an expert and not as an agent for the Issuer or the Noteholders. All determinations, considerations and decisions made by the Determination Agent shall, in the absence of manifest error, wilful default or bad faith, be final and conclusive and the Determination Agent shall have no liability in relation to such determinations except in the case of its wilful default or bad faith.

 

(xi)           Provisions for determining Final Redemption Amount:

Unless previously redeemed, or purchased and cancelled in accordance with the Conditions, the Issuer shall redeem the Notes on the Maturity Date at the Final Redemption Amount per Note as determined by the Determination Agent as follows:

1. If on the Determination Date, the Underlying Basket Performance is equal to or above 0%:

 

100% of Par + 105% * Par * min(55%;Underlying Basket Performance)

2. If on the Determination Date, the  Underlying Basket Performance is below 0%:

Par+Par* [Underlying Basket Performance]

 

 

Where:

"Underlying Basket Performance" means:

 

 

"Final Reference Pricei" is the official closing level of the Underlying Indexi (i=1,..,3) on the Determination Date;

 

"Initial Reference Pricei" means in respect of:

Underlying Index, 347.8702;

Underlying Fund 1, 54.46; and

Underlying Fund 2, 109.935

"FXstart" means the FX Rate, as defined below, determined on the business day preceding the Strike Date, equal to 0.89614;

"FXend" means the FX Rate, as defined below, determined by the Determination Agent from Reuters page ECB37 at 2:15pm Frankfurt time on the business day following the Determination Date, or, if the official fixing is not quoted on the Relevant Reuters page, the rate of exchange determined by the Determination Agent in its sole and absolute discretion; and

 

"FX Rate" means the FX Rate targeted to be the USD-EUR RATE (the number of EUR per USD) being 0.89614.

 

 

(xii)          Provisions for determining Final Redemption Amount where calculation by reference to Index is impossible or impracticable or otherwise disrupted:

Determination Agent determination

 

(xiii)         Weighting for each Index:

Not Applicable

 

(xiv)        Additional Disruption Events:

Change in Law, Hedging Disruption and Increased Cost of Hedging shall apply

 

(xv)         Business Day Convention:

Following Business Day Convention

 

(xvi)        Additional Business Centre(s):

Not Applicable

 

(xvii)       Other special terms and conditions:

"Business Day" means London. .

32.          

Commodity-Linked Redemption Provisions

(Condition 11)

Not Applicable

33.          

Currency-Linked Redemption Provisions

(Condition 12)

Not Applicable

34.          

Inflation-Linked Redemption Provisions

(Condition 13)

Not Applicable

35.          

Credit-Linked Redemption Provisions

(Condition 16)

Not Applicable

36.          

Property-Linked Redemption Provisions

(Condition 14)

Not Applicable

37.          

Fund-Linked Redemption Provisions

(Condition 15)

Applicable

 

(i) Fund:

Consumer Staples Select Sector SPDR Fund (Bloomberg code: XLP UP Equity)  ("Underlying Fund 1")

Morgan Stanley Scientific Beta Global Equity Factors UCITS Fund (Bloomberg code: GEF LN Equity) ("Underlying Fund 2")

Together, the Underlying Index, Underlying Fund 1 and Underlying Fund 2 (the "Underlying Basket")

 

(ii) Fund Interest:

Shares of the Fund

 

(iii) Fund Interest Unit:

Not Applicable

 

(iv) Basket of Funds:

Not Applicable

 

(v) Company:

Underlying Fund 1:

The Select Sector SPDR Trust

Underlying Fund 2:

Fund Logic Alternatives Plc

 

(vi) Fund Business Day:

Underlying Fund 1: New York

Underlying Fund 2: London

 

(vii) Market of Listing for Fund

Underlying Fund 1: NYSE Arca, Inc

Underlying Fund 2: London Stock Exchange

 

(viii) Fund Administrator:

Underlying Fund 1: SSGA Funds Management, Inc.

Underlying Fund 2:

Northern Trust International Fund Administration Services (Ireland) Limited

 

(ix) Fund Adviser:

Underlying Fund 1:

SSGA Funds Management, Inc.

Underlying Fund 2:

FundLogic SAS

 

(x) Fund Custodian:

Underlying Fund 1:

State Street Corporation

Underlying Fund 2:

Northern Trust Fiduciary Services (Ireland) Limited

 

(xi) Additional Fund Service Provider:

Not Applicable

 

(xii) Additional Fund Documents:

Underlying Fund 1:

Prospectus dated 2 September 2016

Underlying Fund 2: 18 February 2014

 

(xiii)     Cut-off Period:

(Condition 15.2)

Not Applicable

 

(xiv)      Final Cut-off Date:

(Condition 15.2)

Not Applicable

 

(xv)       Valuation Date(s):

(Condition 15.1)

6 September 2022

 

(xvi)     Valuation Time:

As per Condition 15.7

 

(xvii)     Averaging Date:

(Condition 15.1)

Not Applicable

 

(xviii)   Scheduled Fund Valuation Date(s):

6 September 2022

 

(xix)       Extraordinary Dividend:

(Condition 15.7)

Not Applicable

 

(xx)        Adjustments:

(Condition 15.4):

Condition 15.4 applies

 

(xxi)      Fund Interest Performance:

See item 31(B)(xi) above

 

(xxii)     Fund Subscription Date:

Not Applicable

 

(xxiii)    Hypothetical Investor:

Not Applicable

 

(xxiv)   Hypothetical Investor Jurisdiction:

Not Applicable

 

(xxv)    Scheduled Redemption Payment Date:

16 September 2022

 

(xxvi)   Subscription Notice Date:

Not Applicable

 

(xxvii)  Redemption Notice Date:

Not Applicable

 

(xxviii) Reference Price:

Not Applicable

 

(xxix)    Relevant Fund Interest Unit Price:

Not Applicable

 

(xxx)      Eligible Fund Interest:

(Condition 15.5)

Not Applicable

 

(xxxi)     Fund Event(s):

(Condition 15.5)

Nationalisation, Insolvency Event, NAV Trigger Restriction Event, Aggregate NAV Trigger Event, Changes to Fund or Fund Service Provider, Fund Modification, Strategy Breach, Breach by Fund Service Provider, Adviser Resignation, Hedging Disruption, Regulatory Action, Reporting Disruption, Change in Law

 

(xxxii)   NAV Trigger Percentage:

Not Applicable

 

(xxxiii)  NAV Trigger Period:

Not Applicable

 

(xxxiv)  Aggregate NAV Trigger Value:

Not Applicable

 

(xxxv)   Aggregate NAV Trigger Period:

Not Applicable

 

(xxxvi)  Additional Fund Event(s):

Not Applicable

 

(xxxvii) Business Day Convention:

Following Business Day Convention

 

(xxxviii)  Additional Business Centre(s):

Not Applicable

 

(xxxix)  Other terms:

"Business Day" means New York and London.

38.          

Preference Share-Linked Redemption Provisions:

Not Applicable

 

(Condition 17)

 

39.          

(i)            Early Redemption Amount upon Event of Default:

(Condition 26)

As determined in accordance with Condition 21.8

 

Qualified Financial Institution Determination

 

(ii)           Early redemption amount payable upon an event described in Condition 10.2(b)/10.4(a)(iii)/10.5(c)/10.6(c)/10.7(c)/10.8(c)/11.7(b)/12.5(c)/13.6(c)/14.5/14.6(c)/15.5(d)/17.4/17.5/17.6:

As provided in Condition 10.2(b)/10.4(a)(iii)/10.5(c)/10.6(c)/10.7(c)/10.8(c)/11.7(b)/12.5(c)/13.6(c)/14.5/14.6(c)/15.5(d)/17.4/17.5/17.6

 

(iii)          Early redemption amount(s) per Calculation Amount payable on redemption for taxation reasons:

(Condition 21.3)

An amount equal to the fair market value of such Note, on such day as is selected by the Determination Agent in its sole and absolute discretion (provided that such day is not more than 15 days before the date fixed for redemption of the Note), less the proportion attributable to that Note of the reasonable cost to the Issuer and/or any Affiliate of, or the loss realised by the Issuer and/or any Affiliate on, unwinding any related hedging arrangements, all as calculated by the Determination Agent in its sole and absolute discretion

 

(iv)          Early redemption amount(s) per Calculation Amount payable on redemption on other early redemption (other than as specified in paragraphs 39(i), 39(ii) and 39(iii) above and paragraph 40(ii) below):

(Condition 27)

As specified in Condition 27.2(a)

40.          

Illegality and Regulatory Event:

(Condition 27)

 

 

(i)            Illegality and Regulatory Event:

Applicable

 

(ii)           Early Redemption Amount (Illegality and Regulatory Event):

Early Redemption Amount (Illegality and Regulatory Event) - Fair Value Less Costs

41.          

Substitution of Issuer or Guarantor with non Morgan Stanley Group entities:

(Condition 38.2)

Applicable

42.          

Governing Law:

English law

GENERAL PROVISIONS APPLICABLE TO THE NOTES

43.          

Form of Notes:

Registered Notes:

 

(Condition 3)

Global Note Certificate registered in the name of a nominee for a common depositary for Euroclear and Clearstream, Luxembourg exchangeable for Individual Note Certificates in the limited circumstances described in the Global Note Certificate

44.          

Record Date:

As set out in the Conditions

45.          

Additional Financial Centre(s) or other special provisions relating to Payment Business Days:

TARGET only

46.          

Determination Agent:

Morgan Stanley & Co. International plc

47.          

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 (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

Not Applicable

48.          

Details relating to Instalment Notes:  amount of each instalment, date on which each payment is to be made:

Not Applicable

49.          

Redenomination, renominalisation and reconventioning provisions:

Not Applicable

50.          

Restrictions on free transferability of the Notes:

None

51.          

Inconvertibility Event Provisions:

(Condition 19)

Not Applicable

 

52.          

CNY Center:

Not Applicable

53.          

Taxation:

 

 

(i)            Condition 25.1:

"Additional Amounts" is Not Applicable

 

(ii)           Condition 25.3:

Implementation of Financial Transaction Tax: Applicable

54.          

Other terms:

Not Applicable

DISTRIBUTION

55.          

(i)            If syndicated, of Managers and underwriting commitments (and names and addresses of the entities agreeing to place the issue without a firm commitment or on a "best efforts" basis if such entities are not the same as the Managers)

Not Applicable

 

 

(ii)           Date of Subscription Agreement:

Not Applicable

 

(iii)          Stabilising Manager(s) (if any):

Not Applicable

56.          

If non-syndicated, name and address of Dealer:

Morgan Stanley & Co. International plc

25 Cabot Square

London E14 4QA

57.          

U.S. Selling Restrictions:

Regulation S

58.          

Total commission and concession:

Not Applicable

59.          

Additional selling restrictions:

Not Applicable

       

 

PURPOSE OF PRICING SUPPLEMENT

This Pricing Supplement comprises the pricing supplement required to list and have admitted to trading on the Global Exchange Market of the Irish Stock Exchange the issue of Notes described herein pursuant to the Regulation S Program for the Issuance of Notes, Series A and B, Warrants and Certificates.

 

RESPONSIBILITY

The Issuer accepts responsibility for the information contained in this Pricing Supplement. 

 

Signed on behalf of the Issuer:

By:

Duly authorised

 

 

PART B - OTHER INFORMATION

 

1.         

LISTING

 

 

Listing and admission to Trading:

Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to the Official List of the Irish Stock Exchange and trading on its Global Exchange Market with effect from on or around the Issue Date.

 

 

No assurances can be given that such application for listing and/or admission to trading will be granted (or, if granted, will be granted by the Issue Date).The Issuer has no duty to maintain the listing (if any) of the Notes on the relevant stock exchange(s) over their entire lifetime.

 

Estimate of total expenses related to admission to trading:

EUR 600

2.         

RATINGS

 

 

Ratings:

The Notes will not be rated

3.         

OPERATIONAL INFORMATION

 

ISIN:

XS1437440354

 

Common Code:

143744035

 

Any clearing system(s) other than Euroclear Bank S.A./N.V., Clearstream Banking société anonyme and the relevant identification number(s):

Not Applicable

 

Delivery:

Delivery free of payment

 

Names and addresses of initial Paying Agent(s):

As set out in the Conditions

 

Names and addresses of additional Paying Agent(s) (if any):

As set out in the Conditions

 

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 Pricing Supplement, 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 safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

 

 

ANNEX 1

Statement concerning the Underlying IndeX

 

SciBeta Dev HLiq Value Multi-Strat Gross Total Return  Index:

 

The SciBeta Dev HLiq Value Multi-Strat Gross Total Return Index (the "Index") referenced herein are the property of EDHEC Risk Institute Asia Ltd ("Eria") and have been licensed for use in connection with the Notes with the framework of ERI Scientific Beta activity.  Each party acknowledges and agrees that the Notes are not sponsored, endorsed or promoted by ERIA.  ERIA makes no representation whatsoever, whether express or implied, and hereby expressly disclaim all warranties (including without limitation, those of merchantability or fitness for a particular purpose or use), with respect to the Index or any data included therein or relating thereto, and in particular disclaim any warranty either as to the quality, accuracy and/or completeness of the Index or any data included therein, the results obtained from the use of the Index and/or the composition of the Index at any particular time on any particular date or otherwise and/or the creditworthiness of any entity, or the likelihood of the occurrence of a credit event or similar event (however defined) with respect to an obligation, in the Index at any particular time on any particular data or otherwise.  ERIA shall not be liable (whether in negligence or otherwise) to the parties or any other person for any error in the Index, and ERIA is under no obligation to advise the parties or any person of any error therein.

 

ERIA makes no representation whatsoever, whether express or implied, as to the advisability or purchasing or selling the Notes, the ability of the Index to track the relevant markets' performances, or otherwise relating to the Index or any transaction or product with respect thereto, or of assuming any risks in connection therewith.  ERIA has no obligation to take the needs of any party into consideration in determining, composing or calculating the Index.  No party purchasing or selling the Notes, nor ERIA, shall have any liability to any party for any act or failure to act by ERIA in connection with the determination, adjustment, calculation or maintenance of the Index.

 

 

 

 

ANNEX 2

 

Any investment in the Notes made with the intention to offer, sell or otherwise transfer (together, "distribute" and each a "distribution") such Notes to prospective investors will be deemed to include, without limitation, the following representations, undertakings and acknowledgements:

a)            (i) you are purchasing the instruments as principal (and not as agent or in any other capacity); (ii) none of the Issuer, the Dealer or their affiliates is acting as a fiduciary or an advisor to it in respect of the instruments; (iii) you are not relying upon any representations made by the Issuer, the Guarantor or any of their affiliates; (iv) you have consulted with your own legal, regulatory, tax, business, investments, financial, and accounting advisers to the extent that you have deemed necessary, and you have made your own investments, hedging and trading decisions based upon your own judgement and upon any advice from such advisors as you have deemed necessary and not upon any view expressed by the Issuer or any of its affiliates or agents and (v) you are purchasing the instruments with a full understanding of the terms, conditions and risks thereof and you are capable of and willing to assume those risks;

b)           you shall only distribute as principal or, alternatively, acting on a commission basis in your own name for the account of your investors and will not do so as agent for any Morgan Stanley entity (together "Morgan Stanley") who shall assume no responsibility or liability whatsoever in relation to any such distribution.  You shall distribute the product in your own name and to such customers as you identify in your own discretion, at your own risk and under your sole responsibility.  You shall make such enquiries you deem relevant in order to satisfy yourself that prospective investors have the requisite capacity and authority to purchase the product and that the product is suitable for those investors;

c)            you shall not make any representation or offer any warranty to investors regarding the product, the Issuer or Morgan Stanley or make any use of the Issuer's or Morgan Stanley's name, brand or intellectual property which is not expressly authorised and you shall not represent you are acting as an agent of Morgan Stanley in such distribution.  You acknowledge that neither the Issuer nor Morgan Stanley assume any responsibility or liability whatsoever in relation to any representation or warranty you make in breach hereof;

d)           if you distribute any material prepared and transmitted by the Issuer or by Morgan Stanley, you shall only distribute the entire material and not parts thereof.  Any material you, or any third party you engage on your behalf, prepare shall be true and accurate in all material respects and consistent in all material respects with the content of the Offering Circular and the Pricing Supplement and shall not contain any omissions that would make them misleading.  You shall only prepare and distribute such material in accordance with all applicable laws, regulations, codes, directives, orders and/or regulatory requirements, rules and guidance in force from time to time ("Regulations").  You acknowledge that neither the Issuer nor Morgan Stanley shall have any liability in respect of such material which shall, for the avoidance of doubt, at all times be your sole responsibility;

e)            you will not, directly or indirectly, distribute or arrange the distribution of the product or disseminate or publish (which for the avoidance of doubt will include the dissemination of any such materials or information via the internet) any materials or carry out any type of solicitation in connection with the product in any country or jurisdiction, except under circumstances that will result in compliance with all applicable Regulations and selling practices, and will not give rise to any liability for the Issuer or Morgan Stanley. For the avoidance of doubt, this includes compliance with the selling restrictions mentioned herein and all applicable sanctions laws and programs, including without limitation the U.S. Department of Treasury's Office of Foreign Assets Control;

f)            if you receive any fee, rebate or discount, you shall not be in breach of any Regulation or customer or contractual requirements or obligations and you shall, where required to do so (whether by any applicable Regulation, contract, fiduciary obligation or otherwise), disclose such fees, rebates and discounts to your investors. You acknowledge that where fees are payable, or rebates or discounts applied, the Issuer and Morgan Stanley are obliged to disclose the amounts and/or basis of such fees, rebates or discounts at the request of any of your investors or where required by any applicable Regulations.

g)           you agree and undertake to indemnify and hold harmless and keep indemnified and held harmless the Issuer, the Dealer and each of their respective affiliates and their respective directors, officers and controlling persons from and against any and all losses, actions, claims, damages and liabilities (including without limitation any fines or penalties and any legal or other expenses incurred in connection with defending or investigating any such action or claim) caused directly or indirectly by you or any of your affiliates or agents to comply with any of the provisions set out in (a) to (f) above, or acting otherwise than as required or contemplated herein.

 

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
ISEEAFNFALLKEFF