Structured Products Termsheet Preliminary Fixed Terms

Transcription

1 Authorised and Regulated by the Financial Services Authority (FSA) CREDIT SUISSE INTERNATIONAL One Cabot Square, London E14 4QJ Authorised and Regulated by the Financial Services Authority (FSA Structured Products Termsheet Preliminary Fixed Terms March 20, 2012 This Structured Product does not constitute a participation in a collective investment scheme within the meaning of the Swiss Federal Act on Collective Investment Schemes (CISA) and is therefore not subject to authorization and supervision by the Swiss Financial Market Supervisory Authority (FINMA). 100% ProNote in USD with Participation on the Chinese renminbi (CNY) against the US dollar (USD) April 2, 2012 until April 2, 2015 Brief Description 100% ProNotes with Participation ( Notes ) are derivative financial instruments, enabling investors to participate in the positive movement of the Chinese renminbi (CNY) versus the US dollar (USD), whilst retaining capital protection (100%) by the Issuer on the Maturity Date. For information on the product risks, see pages 3 and 4. Product Category Capital Protected Products, Uncapped Capital Protection (1100), according to the Swiss Derivative Map Risk Category Complex Product Complex Products require specific knowledge on the part of the investor regarding the product and the risks associated with such products. It is recommended that the investor obtains adequate information regarding the risks associated with the specific product and should consult their own financial, tax, legal, and other advisers as they consider necessary in light of their personal circumstances before making an investment decision. Security Codes ISIN Swiss Security No. (Valor) XS Issuer Lead Manager Arranger Calculation Agent Paying Agent Co-Structurer Issue Price Aggregate Notional Amount CREDIT SUISSE INTERNATIONAL, London (Aa1/A+) CREDIT SUISSE INTERNATIONAL, London Notenstein Privatbank AG, St. Gallen CREDIT SUISSE INTERNATIONAL, London THE BANK OF NEW YORK MELLON, London CREDIT SUISSE AG, Zurich 100% of the Specified Denomination USD 2,200,000 (may be increased or decreased at any time) Specified Denomination USD 1'000 Credit Suisse International Structured Products Termsheet, Preliminary Fixed Terms March 20, 2012 ISIN: XS

2 Minimum Investment Amount for EEA resident investors Trade Date Initial Fixing Date Issue / Payment Date Last Trading Date Final Fixing Date Maturity Date Underlying Underlying Return Initial Fixing Level Final Fixing Level EUR , respectively the equivalent amount of EUR thereof March 20, 2012, being the date on which the Notes are traded. March 21, 2012, being the date on which the Initial Fixing Level is fixed. April 2, 2012, being the date on which the Notes are issued and the payment has to be made. March 26, 2015, 12:00 London time March 27, 2015, being the date on which the Final Fixing Level is fixed. April 2, 2015, being the date on which the Redemption Amount is paid. USD/CNY spot exchange rate, expressed as the number of CNY per 1 USD The Underlying Return is calculated based on this formula: MAX[0 ; (Initial Fixing Level Final Fixing Level) / Initial Fixing Level] CNY per 1 USD USD/CNY spot exchange rate (expressed as the number of CNY per USD 1.00) as determined on the Initial Fixing Date by the Calculation Agent by reference to Reuters page SAEC at or around 09:30 Beijing time on the Initial Fixing Date. If the Calculation Agent cannot determine the Initial Fixing Level in accordance with the above paragraph, the Initial Fixing Level shall be determined by the Calculation Agent in good faith and in a commercially reasonable manner. USD/CNY spot exchange rate (expressed as the number of CNY per USD 1.00) as determined on the Final Fixing Date by the Calculation Agent by reference to Reuters page SAEC at or around 09:30 Beijing time on the Final Fixing Date. If the Calculation Agent cannot determine the Final Fixing Level in accordance with the above paragraph, the Final Fixing Level shall be determined by the Calculation Agent in good faith and in a commercially reasonable manner. Participation Rate 108% Redemption Amount Business Days Business Day Convention Entitlement Trading Listing Settlement (Clearing) Publication Documentation Specified Denomination x (100% + Underlying Return x Participation) For a more detailed explanation on redemption scenarios including calculation examples, please contact your relationship manager. London, New York Following Each Note entitles the holder thereof to the Redemption Amount once only. The Notes are traded in a percentage of the Denomination and are booked accordingly. The trading price includes accrued interest and premium (dirty price). Credit Suisse International may provide a secondary market for the Notes, but is under no obligation to do so. Upon request, Credit Suisse International may provide bid/offer prices for the Notes at its sole discretion taking into account prevailing market conditions at the time of the request. There will be a price difference between bid and offer prices (i.e. the spread). No application will be made to list the Notes on any stock exchange. Euroclear Bank S.A./N.V. and Clearstream Banking S.A. The fixed Termsheet and all material changes during the lifetime of the Notes may be obtained from your relationship manager upon request and will also be published on: The Notes will be documented under the Issuer s and Credit Suisse AG s Structured Products Programme. Credit Suisse International Structured Products Termsheet, Preliminary Fixed Terms March 20, 2012 ISIN: XS

3 This fixed Termsheet includes the information required for a simplified prospectus pursuant to Article 5 of the Federal Act on Collective Investment Schemes. Until the Issue Date the terms are indicative and may be amended. The information contained in the simplified prospectus is of summary nature. The full terms may be obtained directly from Credit Suisse International, One Cabot Square, London E14 4QJ, England or from Credit Suisse AG, VTYM 41 FX Structuring, Uetlibergstrasse 231, CH-8070 Zürich. Form of Notes Governing Law/Jurisdiction Bearer note, issued in the form of a single global note. Investors shall not have the right to request delivery of Notes in definitive form. So long as the Notes are represented by a global note, transfers of Notes may only be made within the relevant clearing system and will be made in accordance with the rules and procedures of the relevant clearing system. English Law; Courts of England Issuer Risk Product Risks Each Note's retention of value is dependent not only on the performance of the Underlying to which the Notes are linked, but also on the creditworthiness of the Issuer, which may change over the term of the Notes. The Notes are unsubordinated and unsecured obligations of the Issuer and rank equally with all other unsubordinated and unsecured obligations of the Issuer. The Issuer is incorporated in England and Wales under the Companies Act 1985 and is English Bank regulated as an EU credit institution by The Financial Services Authorities (FSA) under the Financial Services and Markets Act A purchase of the Notes involves risks. Before buying these Notes, the investor should carefully consider, among other things the following: Potential Loss (a) The Notes may have a market value during the term of the Notes below the Redemption Amount and may deviate from the performance of the Underlying. Certain built-in costs are likely to adversely affect the value of the Notes prior to maturity. The price, if any, at which the Issuer will be willing to purchase Notes from the investor in secondary market transactions, if at all, will likely be lower than the original issue price and any sale prior to maturity could result in a substantial loss to the investor. Underlying Risk (b) (c) Owning the Notes is not the same as owning the currencies referenced in the Underlying. Accordingly, changes in the performance of the Underlying may not result in a comparable change in the market value of the Notes. The level of the Underlying may go down as well as up throughout the term of the Note. Such fluctuations may affect the value of the Notes. Furthermore, the level of the Underlying at any specific date may not reflect the prior or future performance. There can be no assurance as to the future performance of the Underlying. (d) The terms of the Notes provide that the amount paid to the investor on the Maturity Date will be dependent upon the performance of the Underlying to which the Note is linked. Accordingly, the return on the Notes may be less than the amount that would be paid on a cash deposit for an equivalent period. Illiquidity Risk (e) The Notes will not be listed on any securities exchange. Credit Suisse International may provide a secondary market for the Notes, but is under no obligation to do so. Upon request, Credit Suisse International may provide bid/offer prices for the Notes at its sole discretion taking into account prevailing market conditions at the time of the request. There will be a price difference between bid and offer prices (i.e. the spread). (f) It is not possible to predict the price at which the Notes will trade in the market or whether such market will be liquid or illiquid and the market for the Notes may be limited. Consequently, a purchaser must be prepared to hold the Notes until the Maturity Date. The only way in which a holder can realise value from the Note prior to the Maturity Date is to sell it at its then market price in the market, which may be less than the amount initially invested. Capital Protection only for Redemption on the Maturity Date (g) Subject to the creditworthiness of the Issuer and any extraordinary circumstances, capital protection in respect of an investment in the Notes is only available for Notes which are not redeemed before the Maturity Date. Currency Risk (h) The investor may be exposed to a currency risk, because the Notes are denominated in a currency other than that of the country in which the investor is resident. Changes in foreign currency exchange rates result over time from the interaction of many factors directly or indirectly affecting economic and political conditions in the country or countries in which such currency is used, and economic and political developments in other relevant countries. The value of the investment may Credit Suisse International Structured Products Termsheet, Preliminary Fixed Terms March 20, 2012 ISIN: XS

4 (i) therefore increase or decrease based on currency fluctuations. Currency exchange risks can be expected to heighten in periods of financial turmoil. In periods of financial turmoil, capital can move quickly out of regions that are perceived to be more vulnerable to the effects of the crisis than others with sudden and severely adverse consequences to the currencies of those regions. In addition, governments around the world have recently made and may be expected to continue to make, very significant interventions in their economies, and sometimes directly in their currencies. Such interventions affect currency exchange rates globally and, in particular, the value of the Underlying. Further interventions, other government actions or suspensions of actions, as well as other changes in government economic policy or other financial or economic events affecting the currency markets, may cause currency exchange rates to fluctuate sharply in the future, which could have a material adverse effect on the value of the Notes and the payment at the Maturity Date. (j) Legal and regulatory changes could adversely affect exchange rates. In addition, many governmental agencies and regulatory organizations are authorized to take extraordinary actions in the event of market emergencies. It is not possible to predict the effect of any future legal or regulatory action relating to exchange rates, but any such action could cause unexpected volatility and instability in currency markets with a substantial and adverse effect on the performance of the Underlying and, consequently, the value of the Notes. Emerging Market Risks (k) An investment in Notes represents an investment in, among other things, Emerging Markets. Emerging Markets are located in countries that possess one or more of the following characteristics. A certain degree of political instability, relatively unpredictable financial markets and economic growth patterns, a financial market that is still at the development stage or a weak economy. Emerging Markets investments usually result in higher risk such as political risks, economical risks, credit risks, exchange rate risks, market liquidity risks, legal risks, settlement risks, market risks, shareholder risks and creditor risks. Conflicts of Interest (l) (m) In making calculations and determinations with regard to the Notes, there may be a difference of interest between the investors and the Issuer. The Issuer is required to act in good faith but does not have any obligations of agency or trust for any investors and has no fiduciary obligations towards them. In particular the Issuer and its affiliated entities may have interests in other capacities (such as other business relationships and activities). As the Calculation Agent is an affiliate of the Issuer, there may also be potential conflicts of interest between the investors and the Calculation Agent. Any determination made by the Calculation Agent may have an impact on the value and financial return of the Notes. Any such determination exercised by, or any calculation made by, the Calculation Agent (in the absence of manifest or proven error) shall be binding on the Issuer and all investors. (n) The Issuer and its affiliates may trade the Underlying and other financial instruments related to the Underlying on a regular basis, for their accounts and for other accounts under their management. To the extent that the Issuer or one of its affiliates serves as issuer, agent or underwriter for such securities or financial instruments, the Issuer s or its affiliates interests with respect to such products may be adverse to those of the holders of the Notes. General: The Issuer cannot assure the investor that the public information provided on the issuers of the Underlying is accurate or complete. Any hypothetical returns, if applicable, should not be viewed as an indication or prediction of future investment results. Historical performance of the Underlying. The Issuer may provide historical price information on the Underlying. The investor should not take any such historical prices as an indication of future performance. This risk disclosure notice cannot disclose all the risks. The investor should, therefore, consult the final terms and the Special Risks in Securities Trading risk disclosure brochure which is available on the Swiss Bankers Association s website: Such documentation may also be obtained from your relationship manager upon request. Tax Considerations The following statements and discussions of certain Swiss tax considerations relevant to the purchase, ownership and disposition of the Notes are of a general nature only and do not address every potential tax consequence of an investment in the Notes under Swiss law. This summary is based on treaties, laws, regulations, rulings, practices and decisions currently in effect, all of which are subject to change. It does not address the tax consequences of the Notes in any jurisdiction other than Switzerland. Tax treatment depends on the individual tax situation of each investor and may be subject to changes in the future. Potential investors will therefore need to consult their own tax advisors to determine the special tax consequences of the purchase, ownership and disposition of the Notes. In particular, the precise tax treatment of a holder of a Note needs to be determined for each issue with reference to the full terms of the Note under the law and practice at the relevant time. Investors in the Notes will be liable for all current and future taxes and duties as a consequence of an investment in Notes. The income tax treatment as depicted below is applicable to individual persons with Credit Suisse International Structured Products Termsheet, Preliminary Fixed Terms March 20, 2012 ISIN: XS

5 tax residence in Switzerland and private assets. Swiss withholding tax and Swiss stamp taxes are applicable to all investors; however, specific rules apply with respect to certain types of investors and transactions. No Swiss withholding tax and no Swiss stamp tax at issuance (primary market) of the Notes. However, secondary market transactions of the Notes are subject to Swiss securities transfer stamp tax (0.15%) for Swiss resident investors. TK-Code 22 The difference between the protected redemption (100%) and its present value (Bondfloor = 97.64%; IRR = 0.82%) is subject to income tax for Swiss resident private investors. This product classifies as transparent, IUP (Interest Unique Predominant). These Notes are not subject to EU Withholding Tax for Swiss paying agent. TK-Code 2; out of scope The Issuer or any of its affiliates expressly excludes all liability in respect of any tax implications. Important Notices By entering into a transaction with the Issuer or any of its affiliates, the investor acknowledges having read and understood the following terms: The Issuer is acting solely as an arm s length contractual counterparty and neither the Issuer nor any affiliate is acting as the financial adviser or fiduciary of the investor unless it has agreed to do so in writing. This document is issued solely for information purposes and for the recipient s sole use. It does not constitute an offer or invitation to enter into any type of financial transaction. The Issuer has no obligation to issue this investment product. The information and views contained in this document are those of the Issuer and/or are derived from sources believed to be reliable. This document constitutes Marketing Material and is not the result of a financial analysis and, therefore, not subject to the Directives on the Independence of Financial Research (Swiss Bankers Association). The content of this document, therefore, does not fulfil the legal requirements for the independence of financial analyses and there is no restriction on trading prior to publication of financial research. This investment product does not constitute a participation in a collective investment scheme. Therefore, it is not supervised by the Swiss Financial Market Supervisory Authority (FINMA) and the investor does not benefit from the specific investor protection provided under the Federal Act on Collective Investment Schemes. The prospectus requirements of Art. 652a / Art of the Swiss Code of Obligations are not applicable. In connection with this transaction, the Issuer and/or its affiliates may pay to third parties, or receive from third parties as part of their compensation or otherwise, one-time or recurring remunerations (e.g. placement or holding fees). In receiving payments by third parties, the Issuer s and/or its affiliates interests may be adverse to those of the holders of this investment product and such payments could therefore adversely affect the investor s return on the investment product. Further information may be requested from your bank / relationship manager. Where not explicitly otherwise stated, the Issuer has no duty to invest in the underlying assets and investors have no recourse to the underlying assets or to any payouts on the underlying assets. The price of the investment product will reflect the customary fees and costs charged on the level of the underlying assets (e.g. index calculation fees, management fees, administration fees). Certain built-in costs are likely to adversely affect the value of the investment product prior to maturity. This investment product is a complex structured financial instrument and involves a high degree of risk. It is intended only for investors who understand and are capable of assuming all risks involved. Before entering into any transaction, an investor should determine if this product suits his or her particular circumstances and should independently assess (with his or her professional advisers) the specific risks (maximum loss, currency risks, etc.) and the legal, regulatory, credit, tax and accounting consequences. The Issuer makes no representation as to the suitability or appropriateness of this investment product for any particular investor or as to the future performance of this investment product. This document does not replace a personal conversation with your relationship manager, which is recommended by the Issuer before the investment decision. Please request your relationship manager to provide you with any available, additional information regarding this investment product such as the full terms or the fact sheet. Historical data on the performance of the investment product or the underlying assets is no indication of future performance. No representation or warranty is made that any indicative performance or return indicated will be achieved in the future. Neither this document nor any copy thereof may be sent, taken into or distributed in the United States or to any U. S. person or in any other jurisdiction except under circumstances that will result in compliance with the applicable laws thereof. This document may not be reproduced either in whole or in part, without the written permission of the Issuer. Please read the final terms for a fuller disclosure of product risks and important notices that you should consider in making your investment decision. Selling Restrictions General Any Notes purchased by any person may not be offered or sold or any offering materials relating thereto distributed in any country or jurisdiction, unless the offeror has complied and will comply with all applicable laws and regulations in such country or jurisdiction. U.S.A. and U.S. Persons The Notes have not been and will not be registered under the U.S. Securities Act of 1933 and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each a Relevant Member State ), the Dealer has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the 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 Prospectus as contemplated by the final terms in relation thereto to the public in that Relevant Member 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 Member State: (a) if the final terms in relation to the Notes specify that an offer of those Notes may be made other than pursuant to Article 3(2) of the Prospectus Credit Suisse International Structured Products Termsheet, Preliminary Fixed Terms March 20, 2012 ISIN: XS

6 Directive in that Relevant Member State (a Non-exempt Offer ), following the date of publication of a prospectus in relation to such Notes which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, provided that any such prospectus has subsequently been completed by the final terms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive, in the period beginning and ending on the dates specified in such prospectus or final terms, as applicable and the relevant Issuer has consented in writing to its use for the purpose of that Non-exempt Offer; (b) at any time to any legal entity which is a qualified investor as defined in the Prospectus Directive; (c) at any time to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 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 (d) 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 (b) to (d) 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 Member 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 the Notes, as the same may be varied in that Member Sate by any measure implementing the Prospectus Directive in that Member State, the expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implanting measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. United Kingdom The Lead Manager has represented and agreed that: (a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received by it in connection with the issue or sale of the Notes in circumstances in which section 21(1) of FSMA does not apply to the Issuer; and (b) it is required to comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom. Singapore This document has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this document and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of Notes may not be circulated or distributed, nor may Notes be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the SFA ), (ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in accordance with the conditions specified in Section 275, of the SFA or (iii) 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: (a) 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 (b) 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, Securities (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 6 months after that corporation or that trust has acquired the Notes pursuant to an offer made under Section 275 except: (1) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of the SFA; (2) where no consideration is given for the transfer; (3) where the transfer is by operation of law; or (4) as specified in Section 276(7) of the SFA Hong Kong (a) The Notes (except for Notes which are a structured product as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong) have not been offered or sold and will not be offered or sold in Hong Kong, by means of any document, other than (i) to professional investors as defined in the 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 Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (b) no advertisement, invitation or document relating to the Notes has been issued or possessed for the purposes of issue or will be issued or possessed for the purposes of issue, whether in Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public of Hong Kong (except if permitted under the securities laws of Hong Kong) other than any advertisement, invitation or document with respect to Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. Credit Suisse International Structured Products Termsheet, Preliminary Fixed Terms March 20, 2012 ISIN: XS