Obligation ADCB Finance [Cayman] Ltd 3.75% ( AU3CB0248151 ) en AUD

ADCB Finance [Cayman] Ltd

100 % ▼

Emirats arabes unis

AU3CB0248151 ( en AUD )

3.75% par an ( paiement semestriel )

24/10/2022 - Obligation échue

Prospectus brochure de l'obligation ADCB Finance [Cayman] Ltd AU3CB0248151 en AUD 3.75%, échue

10 000 AUD

100 000 000 AUD

ADCB Finance (Cayman) Ltd est une filiale d'Abu Dhabi Commercial Bank (ADCB), opérant depuis les îles Caïmans et spécialisée dans les services financiers offshore, notamment la gestion de fonds et les activités de financement.

L'Obligation émise par ADCB Finance [Cayman] Ltd ( Emirats arabes unis ) , en AUD, avec le code ISIN AU3CB0248151, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/10/2022

Series No.:
3
Tranche No.:
1

A$2,000,000,000 Debt Issuance Programme
Issue of
A$100,000,000 3.75 per cent. Fixed Rate Notes due 25 October 2022
("Notes")
by
ADCB Finance (Cayman) Limited
unconditionally and irrevocably guaranteed by
Abu Dhabi Commercial Bank PJSC
The date of this Pricing Supplement is 16 October 2017.
This Pricing Supplement (as referred to in the Information Memorandum dated 20 November 2013
("Information Memorandum") in relation to the above Programme) relates to the Tranche of Notes
referred to above. It is supplementary to, and should be read in conjunction with, the terms and
conditions of the Notes contained in the Information Memorandum ("Conditions"), the Information
Memorandum and the Second Note Deed Poll dated 20 November 2013 made by the Issuer.
Unless otherwise indicated, terms defined in the Conditions have the same meaning in this Pricing
Supplement.
This Pricing Supplement does not constitute, and may not be used for the purposes of, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an
offering of the Notes or the distribution of this Pricing Supplement in any jurisdiction where such action is
required.
The Notes have not been and will not be registered under the United States Securities Act of
1933, as amended ("Securities Act'') or the securities laws of any state in the United States of
America. Notes may not be offered, sold or delivered at any time directly or indirectly within
the United States or to or for the account of U.S. persons (as defined in Regulation S under the
Securities Act) unless registered under the Securities Act or pursuant to an exemption from the
registration requirements of the Securities Act and applicable U.S. tax law requirements are
satisfied. For a description of certain restrictions on offers and sales of Notes and on
distribution of this Pricing Supplement and the Information Memorandum, see the section
headed "Selling Restrictions'' in the Information Memorandum.

Abu Dhabi Commercial Bank PJSC is not a bank which is authorised under the Banking Act
1959 of Australia. The Notes are not the obligations of any government and, in particular, are
not guaranteed by the Commonwealth of Australia.

The particulars to be specified in relation to the Tranche of Notes referred to above are as follows:
1
Issuer
:
ADCB Finance (Cayman) Limited
34469071_3

2
Guarantor
:
Abu Dhabi Commercial Bank PJSC
3
Type of Notes
:
Fixed Rate Notes
4
If to form a single Series with an :
Not applicable
existing Series, specify the existing
Series and the date on which all
Notes
of
the
Series
become
fungible, if not the Issue Date
5
Method of distribution
:
Syndicated Issue
6
Joint Lead Managers
:
Australia and New Zealand Banking Group
Limited (ABN 11 005 357 522)
Nomura International plc
7
Purchasing Dealers
:
Australia and New Zealand Banking Group
Limited
Nomura International plc
8
Principal amount of Tranche
:
A$100,000,000
9
Issue Date
:
25 October 2017
10
Issue Price
:
99.74 per cent. of the Principal Amount of
Tranche
11
Currency and denomination
:
Australian dollars ("A$")
A$10,000,
provided
that
the
aggregate
consideration payable for the issue and transfer
of Notes in Australia will be at least A$500,000
(or its equivalent in an alternative currency and,
in either case, disregarding moneys lent by the
offeror or its associates) or the offer or invitation
does not otherwise require disclosure to
investors under Parts 6D.2 or 7.9 of the
Corporations Act. In addition, the issue and
transfer of Notes in Australia will comply with
Banking (Exemption) Order No. 82 dated 23
September 1996 promulgated by the Assistant
Treasurer of Australia as if it applied to the
Issuer mutatis mutandis (and which requires all
offers of any parcels of Notes to be for a
minimum
principal
amount
of
at
least
A$500,000).
12
Maturity Date
:
25 October 2022
13
Status of the Notes
:
Unsubordinated.
14
If the Notes are Fixed Rate Notes
:
Condition 7 ("Fixed Rate Notes") applies: Yes

Fixed Coupon Amount
:
A$187.50 per Note of A$10,000 specified
denomination, payable semi-annually in arrear

2

Interest Rate
:
3.75 per cent. per annum

Interest Commencement Date
:
Issue Date

Interest Payment Dates
:
25 April and 25 October of each year,
commencing on 25 April 2018 up to, and
including, the Maturity Date

Business Day Convention
:
Following Business Day Convention

Day Count Fraction
:
RBA Bond Basis
15
If the Notes are Floating Rate Notes
:
Condition 8 ("Floating Rate Notes") applies: No
16
Business Days
:
Sydney, London and New York
17
Record Date
:
As per the Conditions
18
Linear Interpolation
:
Not applicable
19
If Notes are Structured Notes
:
Condition 9 ("Structured Notes") applies: No
20
Amortisation Yield
:
Not applicable
21
If Notes are Instalment Notes
:
Not applicable
22
If Notes are Partly Paid Notes
:
Not applicable
23
Redemption Amount
:
As per the Conditions
24
Condition 11.5 ("Early redemption :
Not applicable
at the option of Holders (Holder
put)") applies
25
Condition 11.6 ("Early redemption :
Not applicable
at the option of Holders (Change of
Control)") applies
26
Early Redemption Amount (Tax)
:
As per Condition 11.4 ("Early redemption for
taxation reasons")
27
Other relevant terms and conditions :
Not applicable
28
Registrar
:
Austraclear Services Limited (ABN 28 003 284
419)
29
Issuing and Paying Agent
:
Austraclear Services Limited
30
Calculation Agent
:
Austraclear Services Limited
31
Clearing System
:
Austraclear System.
Interests in the Notes may also be traded
through
Euroclear
and
Clearstream,
Luxembourg as set out on page 9 of the
Information Memorandum.
32
ISIN
:
AU3CB0248151

3

33
Common Code
:
170363787
34
Selling restrictions
:
The section of the Information Memorandum
entitled "Selling Restrictions" is amended as set
out in the Schedule to this Pricing Supplement.
35
Listing
:
Not applicable
36
Other amendments
:
Not applicable
37
Credit ratings
:
The Notes are expected to be assigned the
following credit ratings:
Fitch Ratings Ltd: A+
S&P Global Ratings: A
A credit rating is not a recommendation to
buy, sell or hold Notes and may be subject to
revision, suspension or withdrawal at any
time by the assigning rating agency.
Credit ratings are for distribution only to a person
(a) who is not a "retail client" within the meaning
of section 761G of the Corporations Act and is
also a sophisticated investor, professional
investor or other investor in respect of whom
disclosure is not required under Part 6D.2 or 7.9
of the Corporations Act, and (b) who is otherwise
permitted to receive credit ratings in accordance
with applicable law in any jurisdiction in which
the person may be located. Anyone who is not
such a person is not entitled to receive this
Pricing Supplement and anyone who receives
this Pricing Supplement must not distribute it to
any person who is not entitled to receive it.

4

SCHEDULE

The section of the Information Memorandum entitled "Selling Restrictions" is amended by deleting the
selling restrictions set out in paragraphs 8, 9, 10, 11 and 12 and replacing them with the following:
"8
Hong Kong
Each Dealer acknowledges and agrees that the Notes have not been authorised by the Hong
Kong Securities and Futures Commission. Each Dealer has represented and agreed, and
each further Dealer appointed under the Programme will be required to represent and agree,
that:
(a)
it has not offered or sold and will not offer or sell in Hong Kong, by means of any
document, any Notes other than (i) to "professional investors" as defined in the
Securities and Futures Ordinance (Cap. 571) (as amended) of Hong Kong
("Securities and Futures Ordinance") and any rules made under that Ordinance; or
(ii) in other circumstances which do not result in the document being a "prospectus"
as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32) (as amended) of Hong Kong or which do not constitute an offer to the public
within the meaning of that Ordinance; and
(b)
it has not issued, or had in its possession for the purposes of issue, and will not issue,
or have in its possession for the purposes of issue, (in each case, whether in Hong
Kong or elsewhere) any advertisement, invitation or other offering material or other
document relating to the Notes, which is directed at, or the contents of which are likely
to be accessed or read by, the public in Hong Kong (except if permitted to do so under
the securities laws of Hong Kong) other than with respect to Notes which are or are
intended to be disposed of only to persons outside Hong Kong or only to "professional
investors" within the meaning of the Securities and Futures Ordinance and any rules
made under that Ordinance."
"9
Japan
The Notes have not been and will not be registered under the Financial Instruments and
Exchange Act of Japan (Act No. 25 of 1948, as amended) ("Financial Instruments and
Exchange Act") and, accordingly, each Dealer has represented and agreed, and each further
Dealer appointed under the Programme will be required to represent and agree, that it has not
offered or sold, and will not offer or sell, any Notes directly or indirectly in Japan or to, or for the
benefit of, any resident of Japan (as defined under Item 5, Paragraph 1, Article 6 of the
Foreign Exchange and Foreign Trade Act (Act No. 228 of 1949, as amended)) or to others for
re-offering or resale, directly or indirectly, in Japan or for the benefit of a resident in Japan,
except pursuant to an exemption from the registration requirements of, and otherwise in
compliance with, the Financial Instruments and Exchange Act and any other applicable laws,
regulations and ministerial guidelines of Japan."
"10
New Zealand
No action has been taken to permit the Notes to be directly or indirectly offered, sold or
delivered to any retail investor, or otherwise under any regulated offer, in terms of the Financial
Markets Conduct Act 2013 of New Zealand ("NZ FMCA"). In particular, no product disclosure
statement or limited disclosure document under the NZ FMCA has been or will be prepared or
lodged in New Zealand in relation to the Notes.
Accordingly, each Dealer has represented and agreed, and each further Dealer appointed
under the Programme will be required to represent and agree, that it has not directly or
indirectly offered, sold or delivered, and will not directly or indirectly offer, sell or deliver, any
Notes in New Zealand, other than to "wholesale investors" within the meaning of clauses
3(2)(a), (c) and (d) of Schedule 1 to the NZ FMCA, being a person who is:

6

(a)
an "investment business";
(b)
"large"; or
(c)
a "government agency",
in each case as defined in Schedule 1 to the NZ FMCA.
In addition, no person may publish or distribute any offering material or advertisement (as
defined in the NZ FMCA) in relation to any offer of the Notes in New Zealand other than to
such permitted persons as referred to above."
"11
Singapore
The Information Memorandum has not been registered as a prospectus with the Monetary
Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore, as
amended ("SFA").
Each Dealer has represented and agreed, and each further Dealer appointed under the
Programme will be required to represent and agree, that, unless an applicable Pricing
Supplement (or another supplement to this Information Memorandum) otherwise provides, the
Information Memorandum and any other document or material in connection with the offer or
sale, or invitation for subscription or purchase, of the Notes has not been and will not be
circulated or distributed by it nor have the Notes been, nor will the Notes be, offered or sold by
it, or be made subject to an invitation for subscription or purchase by it, whether directly or
indirectly to persons in Singapore other than:
(a)
to an institutional investor under Section 274 of the SFA;
(b)
to a relevant person pursuant to Section 275(1) of the SFA, or to any person pursuant
to Section 275(1A) of the SFA, and in accordance with the conditions specified in
Section 275 of the SFA; or
(c)
otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA.
Where the Notes are subscribed or purchased under Section 275 of the SFA by a relevant
person which is:
(1)
a corporation (which is not an accredited investor (as defined in Section 4A of the
SFA)) the sole business of which is to hold investments and the entire share capital of
which is owned by one or more individuals, each of whom is an accredited investor; or
(2)
a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited
investor,
that securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries'
rights and interest (howsoever described) in that trust shall not be transferred within six
months after that corporation or that trust has acquired the Notes pursuant to an offer made
under Section 275 of the SFA except:
(i)
to an institutional investor (under Section 274 of the SFA) or to a relevant person (as
defined in Section 275(2) of the SFA) and in accordance with the conditions specified
in Section 275 of the SFA;
(ii)
(in the case of a corporation) where the transfer arises from an offer referred to in
Section 276(3)(i)(B) of the SFA or (in the case of a trust) where the transfer arises
from an offer referred to in Section 276(4)(i)(B) of the SFA;

7

(iii)
where no consideration is, or will be, given for the transfer;
(iv)
where the transfer is by operation of law;
(v)
as specified in Section 276(7) of the SFA; or
(vi)
as specified in Regulation 32 of the Securities and Futures (Offers of Investments)
(Shares and Debentures) Regulations 2005 of Singapore."
"12
European Economic Area
In relation to each Member State of the European Economic Area ("EEA State") which has
implemented the Prospectus Directive (each, a "Relevant EEA State"), each Dealer has
represented and agreed, and each further Dealer appointed under the Programme will be
required to represent and agree, that with effect from and including the date on which the
Prospectus Directive is implemented in that Relevant EEA State ("Relevant Implementation
Date") it has not made and will not make an offer of Notes which are the subject of the offering
contemplated by this Information Memorandum as completed by the Pricing Supplement in
relation thereto to the public in that Relevant EEA State except that it may, with effect from and
including the Relevant Implementation Date, make an offer of such Notes to the public in that
Relevant EEA State:
(a)
at any time to any legal entity which is a qualified investor as defined in the Prospectus
Directive;
(b)
at any time to fewer than 150 natural or legal persons (other than qualified investors
as defined in the Prospectus Directive), subject to obtaining the prior consent of the
relevant Dealer or Dealers nominated by the Issuer for any such offer; or
(c)
at any time in any other circumstances falling within Article 3(2) of the Prospectus
Directive,
provided that no such offer of Notes referred to in (a) to (c) above shall require the Issuer or
any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or
supplement a prospectus pursuant to Article 16 of the Prospectus Directive.
For the purposes of this provision, the expression an "offer of Notes to the public" in relation
to any Notes in any Relevant EEA State means the communication in any form and by any
means of sufficient information on the terms of the offer and the Notes to be offered so as to
enable an investor to decide to purchase or subscribe for the Notes, as the same may be
varied in that Relevant EEA State, the expression "Prospectus Directive" means Directive
2003/71/EC (as amended, including by Directive 2010/73/EU) and includes any relevant
implementing measure in each Relevant EEA State."

8