R3 SPC
Pricing Supplement
PRICING SUPPLEMENT NO. [●] DATED [●]
(To Base Offering Memorandum dated [●])
Corda SPC on behalf of and for the account of SP 1
This Pricing Supplement (this “Pricing Supplement”) relates to the offer and sale of the Notes described herein pursuant to the Base Offering Memorandum dated [●] (the “Base Offering Memorandum”). This Pricing Supplement must be read in conjunction with the Base Offering Memorandum in order to obtain all relevant information. Capitalized terms used but not defined in this Pricing Supplement shall have the meanings given to them in the Base Offering Memorandum. The specific terms of the Notes offered hereby will be as set forth below and in the Base Offering Memorandum. If the terms described in this Pricing Supplement are inconsistent with those described in the Base Offering Memorandum, the terms in this Pricing Supplement shall control with respect to the Notes offered hereby.
THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, AND THE ISSUER DOES NOT INTEND TO REGISTER THEM. PRIOR TO FORTY (40) DAYS FROM THE DATE OF SALE, THE NOTES MAY NOT BE OFFERED OR SOLD (INCLUDING OPENING A SHORT POSITION IN SUCH NOTES) IN THE UNITED STATES OR TO U.S. PERSONS AS DEFINED BY RULE 902(k) ADOPTED UNDER THE ACT, UNLESS THE NOTES ARE REGISTERED UNDER THE ACT, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE. PRIOR TO THE ONE-YEAR ANNIVERSARY OF THE DATE OF SALE, YOU MAY RESELL SUCH NOTES ONLY PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OR OTHERWISE IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S OF THE ACT, OR IN TRANSACTIONS EFFECTED OUTSIDE OF THE UNITED STATES PROVIDED THEY DO NOT SOLICIT (AND NO ONE ACTING ON THEIR BEHALF SOLICITS) PURCHASERS IN THE UNITED STATES OR OTHERWISE ENGAGE(S) IN SELLING EFFORTS IN THE UNITED STATES AND PROVIDED THAT HEDGING TRANSACTIONS INVOLVING THESE NOTES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.
PART A — CONTRACTUAL TERMS
1. Information Concerning the Notes
Issuer: |
Corda SPC is an exempted company incorporated with limited liability and registered as a segregated portfolio company under the laws of the Cayman Islands (the “SPC”) acting on behalf of and for the account of SP 1 (the “Portfolio”, and the SPC acting in such capacity in respect of the Portfolio, an “Issuer”) |
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Series: |
Corda Equity Premium Income (EPIC) Tokenized Loan Note |
Issue Date: |
[●] |
Note Term: |
Open-Term Notes with no predetermined term |
Issue Price: |
100% of the aggregate principal amount (i.e., $1,000 per Note) |
Total Issuer Volume: |
[●] |
Expected Net Proceeds: |
[●] |
Coupon |
No coupon will be paid on Notes. |
NAV Accrual |
The Issuer will only receive payment on the Underlying Notes upon redemption or maturity of the applicable Underlying Note. Value accrues to the Notes through increases in the Indicative Security Value of the Underlying Notes held by the Issuer, which tracks the level of the Index. Within the Index, contingent coupons and the notional proceeds of Autocallables that are automatically called are reinvested in new Autocallables at each weekly rebalancing. |
Minting and Redemption Fees: |
Minting Fee: 0.10% (10 bps) of the subscription amount, payable on each mint of the Notes; Redemption (Burn) Fee: 0.20% (20 bps) of the redemption amount, payable on each burn/redemption of the Notes. |
Platform Fee: |
0.50% (50 bps) per annum |
Aggregate Principal Amount: |
$[●] |
Specified Currency: |
United States Dollars (“USD” or “$”) |
Original Issue Discount (if any): |
N/A |
Settlement Date: |
[●] |
Distribution Compliance Period: |
40 days following the later of the Issue Date and the commencement of the offering of this Series. |
Subscription Minimums: |
Initial Subscription Minimum: $1,000,000. Ongoing Subscription Minimum: $10,000. |
Service Providers: |
Audit: Halborn; on-chain monitoring: Hypernative; incident management: Opsgenie; bug bounty: HackerOne. |
2. Tokenization and Distributed Ledger Technology
Form of Notes: |
Ledger-based securities tokenized on the Solana blockchain and recorded as digital tokens on the distributed ledger; the global note will be evidenced by tokens issued in accordance with the Base Offering Memorandum. |
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Blockchain Platform: |
Solana (mainnet-beta) |
Smart Contract Address: |
[●] |
Token Standard: |
SPL |
3. Information concerning the Underlying
Description of the Underlying: |
The “Underlying” is a portfolio of Daily Liquidity Certificates (each a “Underlying Note” and together the “Underlying Notes”), a new series of which the Issuer purchases in each weekly subscription cycle, with the result that the Issuer holds at any time a basket of Underlying Notes having rolling maturity dates, issued by [●] (the “Underlying Issuer”) and fully and unconditionally guaranteed by [●] (rated Aa2 by Moody’s as of the date hereof) (the “Underlying Guarantor”). Each Underlying Note tracks, on a one-to-one basis and subject to deduction of the Investor Fee described below, the MerQube US Large-Cap Vol Advantage Autocallable Target Yield Index (Bloomberg ticker: MQAUTOCG) (the “Index”). The Index is a rules-based index that holds a rolling portfolio of between approximately 52 and 260 synthetic five-year auto-callable contingent interest positions (each an “Autocallable”), one of which is added at each weekly rebalancing and none of which may represent more than 5% of the Index. Each Autocallable references the MerQube US Large-Cap Vol Advantage Index (Bloomberg ticker: MQUSLVA) (the “Reference Index”) and carries a contingent coupon of 10.00% per annum, observed monthly, which accrues within the Index and is not paid in cash to the Issuer or to holders of the Notes. The Underlying Notes do not pay interest or any contingent coupon. Each Underlying Note is exposed to loss of its entire value by reference to the level of the Index, and is subject to discretionary redemption by the Underlying Issuer as described below. The Reference Index is a rules-based excess return index, developed by MerQube, Inc. (the “Index Sponsor” or “MerQube”) in coordination with [●], that attempts to provide dynamic exposure to an unfunded rolling position in E-mini® S&P 500® futures contracts (the “Futures Contracts”) referencing the S&P 500® Index, while targeting a level of implied volatility of 35%, with a maximum exposure to the Futures Contracts of 500% and a minimum exposure of 0%. Exposure is reset at each weekly rebalancing of the Reference Index, generally each Friday, by dividing the 35% implied volatility target by the prevailing one-week implied volatility of the SPDR S&P 500 ETF Trust, subject to the 500% cap. The Index and the Reference Index are both sponsored and calculated by MerQube. The Reference Index is subject to a 6.0% per annum deduction that accrues daily on a 360-day basis, including when the Reference Index is uninvested. That deduction reduces the level of the Reference Index, and therefore the value of the Autocallables, the level of the Index and the value of the Underlying Notes. It is separate from, and additional to, the Investor Fee deducted at the level of each Underlying Note and the fees payable to the Issuer. |
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Redemption and Payments of the Underlying |
Each Underlying Note is redeemed by reference to its Indicative Security Value, which tracks the closing level of the Index. The automatic call and barrier features described below are features of the Autocallables held within the Index. They are not terms of the Underlying Notes, and no amount in respect of them is paid in cash to the Issuer or to holders of the Notes. At the level of the Index, per $1,000 notional: Automatic Call (Index level). If the closing level of the Reference Index on any monthly observation date for an Autocallable is greater than or equal to that Autocallable’s Autocallable Barrier, being 100% of the level of the Reference Index on the date that Autocallable was included in the Index, that Autocallable is automatically called within the Index and the notional proceeds, together with the applicable contingent coupon, are reinvested in a new Autocallable at the next weekly rebalancing. Each Autocallable is subject to a non-callable period of one year from the date of its inclusion in the Index. No cash is paid to the Issuer, and no amount becomes payable on, or in respect of, the Underlying Notes as a result of any such automatic call. Payment at Maturity. The cash payment on the maturity date of an Underlying Note, if that Underlying Note has not previously been redeemed or repurchased, is an amount equal to its Indicative Security Value on the final valuation date. The Indicative Security Value on any valuation date equals (a) the Indicative Security Value on the immediately preceding valuation date, multiplied by the Index Factor for that valuation date, minus (b) the Investor Fee for that valuation date, where the “Index Factor” is the closing level of the Index on that valuation date divided by the closing level of the Index on the immediately preceding valuation date. The Underlying Notes are not principal protected and provide no barrier, buffer or other downside protection at the level of the Underlying Notes. Holders participate in any decline in the Index on a one-for-one basis and may lose all of their investment. Maturity Barrier (Index level). Each Autocallable that is not automatically called during its five-year term is valued at its maturity by reference to a maturity barrier of 50.00% of the level of the Reference Index on the date that Autocallable was included in the Index. If the Reference Index is at or above that barrier at that time, the Autocallable returns its notional in full; if it is below that barrier, the Autocallable returns its notional reduced one-for-one by the decline in the Reference Index. That barrier operates within the Index only and does not protect the Underlying Notes or the Notes. |
Underlying Call Option: |
Underlying Note Early Redemption. In addition, the issuer of the Underlying Notes may, in its sole discretion, redeem some or all of the Underlying Notes on any business day following their issue date, in whole or in part, for a cash payment equal to the Indicative Security Value as of the relevant valuation date, without any call premium or make-whole amount, in each case on not fewer than ten and not more than fifteen business days’ prior written notice delivered concurrently to the Issuer and specifying the applicable valuation date, consistent with the Early Redemption Mechanics set out in Annex A. Such right may be exercised at a time when the Indicative Security Value is low, and the Issuer has no ability to prevent or defer its exercise. |
Underlying Currency: |
United States Dollars (“USD” or “$”). |
Index Sponsor: |
Index Sponsor: MerQube, Inc. The Index was developed by MerQube in coordination with [●]. An affiliate of [●] currently holds an approximately 10% equity interest in the Index Sponsor and an employee of [●] is a member of the board of directors of the Index Sponsor. |
Information of the Underlying: |
See Annex A Further information regarding the Index, including its methodology, weekly rebalancing mechanics, and historical levels, is published by the Index Sponsor at www.merqube.com and is available via the Bloomberg Professional ® service under the ticker MQAUTOCG in respect of the Index and MQUSLVA in respect of the Reference Index. Information about the Index is not incorporated by reference into, and does not form a part of, this Pricing Supplement or the Base Offering Memorandum. |
Reference Source for Pricing of Underlying: |
The Underlying Notes are not listed on any exchange. Accordingly, each Underlying Note will be valued at its Indicative Security Value, as determined by the calculation agent for the Underlying Notes and made available by their issuer on request. Such calculation agent for the Underlying Notes is required to act in good faith and in a commercially reasonable manner, and on a basis consistent with its determinations for other holders of substantially identical securities, and to give the Issuer prompt notice of any discretionary adjustment, substitution, disruption or valuation determination affecting the Underlying Notes or the Index. The Indicative Security Value is derived from the official closing level of the Index, as calculated and published by the Index Sponsor and displayed on Bloomberg under the ticker MQAUTOCG (or any successor page), reduced by the Investor Fee accruing on that Underlying Note, being the level by reference to which each Underlying Note is itself redeemed. Where an Indicative Security Value is not available for an Underlying Note on any day on which the NAV of the Notes falls to be determined, the Issuer will determine the value of that Underlying Note in good faith by reference to the closing level of the Index and the terms of that Underlying Note. |
4. Valuation and Observation
Initial Valuation Date: |
The Pricing Date, being [●], 2026 (the “Initial Valuation Date” or the “Pricing Date”). Because the Issuer acquires a new series of Underlying Notes in each weekly subscription cycle, each series has its own initial valuation date and its own initial index level, being the closing level of the Index on the trade date for that series. There is no single Initial Value applicable to the Underlying as a whole. |
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Observation Dates (if any): |
N/A |
Valuation Frequency: |
Daily. The NAV of the Notes will be determined on each Scheduled Trading Day by reference to the aggregate Indicative Security Value of all series of Underlying Notes then held by the Issuer, in each case as of the close of the relevant trading day. A “Scheduled Trading Day” is a day on which the Index Sponsor is scheduled to publish the level of the Index. |
Initial Value: |
In respect of each series of Underlying Notes, the closing level of the Index on the trade date for that series, as determined by the Index Sponsor. The Notes are not referable to a single Initial Value, and the Issuer’s aggregate exposure reflects a blend of the initial index levels of all series of Underlying Notes held from time to time. |
Additional Market Disruption Events (if any): |
In addition to the Market Disruption Events described in the Base Offering Memorandum, a “Market Disruption Event” includes any suspension, limitation, or material disruption in the trading of the Futures Contracts on the Chicago Mercantile Exchange, any failure by the Index Sponsor to calculate or publish the closing level of the Index or the Reference Index, any “limit price” event in the Futures Contracts as described by the Index Sponsor, the occurrence of a Disrupted Day or a Payment Disruption Event in respect of any series of Underlying Notes under their terms, and any failure by the issuer of the Underlying Notes to make the Indicative Security Value available to the Issuer on any day on which the NAV of the Notes falls to be determined. |
Additional Adjustment Events (if any): |
In addition to the Adjustment Events described in the Base Offering Memorandum, each of the following shall constitute an additional Adjustment Event for purposes of the Notes: (i) any material modification to, or discontinuance of, the Index or the Reference Index by the Index Sponsor; (ii) any change in the methodology used to calculate either index, including changes to the target volatility, the maximum exposure, the rebalancing methodology, the parameters on which Autocallables are included in the Index, or the 6.0% per annum deduction applied to the Reference Index; (iii) any failure by the Index Sponsor to publish either index; (iv) the selection of a successor index in respect of either index; or (v) any reopening of a series of Underlying Notes by their issuer, or any redemption in part of a series of Underlying Notes. |
Fund Window / Subscription and Redemption Cycle (if applicable): |
Not applicable. |
5. Payment and Redemption Terms
Redemption Amount Formula: |
The Notes are redeemable on a daily basis, by submitting the Notes to the Issuer. The redemption amount per Note will be determined by reference to the NAV of the Notes on the relevant Scheduled Trading Day, calculated as provided under “Valuation and Observation” above, less the applicable Redemption Fee and less any Repurchase Fee incurred by the Issuer in realizing the Underlying Notes required to fund that redemption. |
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Settlement Cycle: |
On-chain settlement on the Solana blockchain in accordance with the procedures set out in the Base Offering Memorandum. |
Issuer Call Option: |
The Issuer retains the right to exercise the Issuer Call Option in connection with a Termination Event (including a Regulatory Call) as described in the Base Offering Memorandum. In addition, the Issuer may exercise the Issuer Call Option where the issuer of the Underlying Notes exercises its Issuer Early Redemption Option in respect of all or substantially all of the Underlying Notes then held by the Issuer. In such circumstances the redemption of the Notes will be scheduled so that the redemption amount becomes payable to Holders no earlier than the date on which the Issuer receives the corresponding proceeds of the Underlying Notes, and the redemption amount will be determined by reference to the amount actually received by the Issuer in respect of the Underlying Notes so redeemed, net of the applicable Redemption Fee. The Issuer shall have no obligation to fund any such redemption otherwise than out of proceeds actually received from the issuer of the Underlying Notes. |
Modifications to Negative Covenants: |
None. |
6. Modifications to Base Offering Memorandum
None, save as expressly set out in this Pricing Supplement (including, for the avoidance of doubt, the additional Market Disruption Events and Adjustment Events described under “Valuation and Observation” above).
PART B — OTHER INFORMATION
7. Listing and Admission to Trading
Listing: The Notes will not be listed on any securities exchange. The Notes may be made available for secondary transfer on any distributed ledger trading facility in accordance with the procedures described in the Base Offering Memorandum, subject in each case to compliance with applicable selling restrictions. No assurance can be given that any secondary market for the Notes will develop or, if developed, will be maintained.
8. Interests of Natural and Legal Persons Involved in the Offer
Except for the service providers and other factors already disclosed in the Base Offering Memorandum, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. Investors should note, however, that the Index has been developed by MerQube in coordination with [●], that an affiliate of [●] holds an approximately 10% equity interest in the Index Sponsor, and that an employee of [●] sits on the board of directors of the Index Sponsor. Investors should further note that the Underlying consists of the Underlying Notes, which are issued by [●] and guaranteed by [●], each an affiliate of [●], and that [●] and its affiliates act in various capacities (including as issuer, guarantor and calculation agent) in respect of the Underlying Notes. The Index Sponsor’s exercise of discretion in maintaining the Index, and the exercise by [●] and its affiliates of discretion in respect of the Underlying Notes, may, accordingly, give rise to potential conflicts of interest that could adversely affect the level of the Index, the value of the Underlying Notes and the value of the Notes.
9. Selling Restrictions
The Notes are being offered and sold only to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
The Notes are not being offered or sold to the public in the Cayman Islands within the meaning of Section 175 of the Companies Act (as amended) of the Cayman Islands.
Additional Selling Restrictions: The Notes may not be offered, sold or delivered, directly or indirectly, in or into the Republic of Korea, the Kingdom of Bahrain, the Republic of the Philippines or the Republic of Türkiye, or to any resident, national or person located therein, except in compliance with the applicable laws and regulations of each such jurisdiction. No action has been or will be taken that would permit a public offering of the Notes in any such jurisdiction.
10. KYC/AML Requirements and Redemption Eligibility
As a condition to submitting any Redemption Order in respect of the Notes, each Noteholder must satisfy the applicable know-your-customer (“KYC”) and anti-money laundering (“AML”) requirements established pursuant to applicable law and guidance and maintained by the Issuer and the Tokenizer from time to time (collectively, the “KYC/AML Requirements”). The Issuer and the Tokenizer reserve the right to update, supplement or modify the KYC/AML Requirements at any time in accordance with applicable law.
If the Issuer or the Tokenizer determines, in its sole discretion, that a Noteholder has failed to satisfy, or no longer satisfies, the applicable KYC/AML Requirements (including as a result of the Issuer or Tokenizer becoming aware that such Noteholder is a Prohibited Person or is subject to applicable sanctions laws or regulations), the Issuer may, without prior notice and without incurring any liability to such Noteholder:
(a) instruct the Tokenizer to freeze or restrict the transfer of the Notes held by such Noteholder on the Blockchain Platform, including by placing the relevant wallet address on a transfer-restricted list maintained by the Tokenizer pursuant to the smart contract governing the Notes; and
(b) reject, suspend or decline to process any Redemption Order submitted by such Noteholder, in each case until such Noteholder has successfully satisfied the applicable KYC/AML Requirements to the satisfaction of the Issuer and the Tokenizer.
A Noteholder whose Redemption Order has been rejected or suspended pursuant to the foregoing may re-submit such Redemption Order upon satisfying the applicable KYC/AML Requirements. The Issuer shall bear no liability to any Noteholder for any delay in, rejection of, or failure to process a Redemption Order, or for any on-chain freezing of Notes on the Blockchain Platform, arising from such Noteholder’s failure to satisfy the applicable KYC/AML Requirements. For the avoidance of doubt, if there are negative findings in connection with the KYC/AML process or any other material compliance issue regarding any payment transaction, the Issuer has the right to reject such payment transaction with no liability to the relevant Noteholder.
11. Specific Risk Factors
Investors should carefully review the “Risk Factors” section of the Base Offering Memorandum and, in addition, should consider the following risks specific to the Notes, the Underlying Notes (which are the Underlying) and the Index.
The Notes do not provide for any payment to the Holders. All economic value will derive from fluctuations in the NAV of the Underlying.
The Notes do not provide for the payment of interest and have no scheduled maturity date. The NAV of the Notes will change only as the Indicative Security Value of the Underlying Notes held by the Issuer changes. The Underlying Notes themselves pay no interest and no contingent coupon, and the Issuer will receive no periodic payment in respect of them. Contingent coupons accrue only within the Index, on each Autocallable, and only where the closing level of the Reference Index on the relevant monthly observation date is at or above that Autocallable’s contingent coupon barrier. Where that condition is not met, the coupon for that period does not accrue and is permanently forfeited; there is no memory feature. If that condition is not met across the Autocallables held in the Index over an extended period, the level of the Index, and therefore the value of the Underlying Notes and the NAV of the Notes, may decline, because the Investor Fee and the deduction applied to the Reference Index continue to accrue regardless.
The Notes are linked to the Underlying Notes, and holders are exposed to the structure of, and the credit risk of the issuer and guarantor of, the Underlying Notes, without any direct rights against them.
The Notes are not linked directly to the Index; they are linked to the Underlying Notes, which are themselves principal-at-risk certificates that track the level of the Index on a one-to-one basis, less the Investor Fee. As a result, holders of the Notes bear (a) the same market exposure to the Index as the Underlying Notes, including the risk that the Index fails to appreciate and that they lose some or all of their investment, and (b) the credit risk of [●], as issuer of the Underlying Notes, and [●], as guarantor of the Underlying Notes. If either the issuer or the guarantor of the Underlying Notes were to default on or fail to perform their obligations, the Underlying Notes could lose some or all of their value, and the Notes would be adversely affected accordingly. Holders of the Notes will have no direct rights against the issuer or the guarantor of the Underlying Notes, will not be holders of the Underlying Notes, and must rely on the Issuer to enforce any rights in respect of the Underlying Notes. In addition, an Underlying Note may be redeemed at the discretion of its issuer, or may reach its scheduled maturity, at a time when the Issuer would not otherwise have realized it. Because the Notes have no scheduled maturity, the Issuer would in those circumstances be required to reinvest the proceeds in a new series of Underlying Notes at the then-prevailing level of the Index, exposing holders to reinvestment risk on terms outside the Issuer’s control.
The Reference Index is subject to a 6.0% per annum deduction that accrues daily.
The Reference Index is subject to a 6.0% per annum deduction that accrues daily on a 360-day basis, even when the Reference Index is not fully invested in the Futures Contracts. The Reference Index will not appreciate unless its return is sufficient to overcome the negative effect of the daily deduction, and then only to the extent of that excess. The deduction reduces the level of the Reference Index and therefore, in turn, the value of the Autocallables, the level of the Index, the Indicative Security Value of the Underlying Notes and the NAV of the Notes. It is separate from, and additional to, the Investor Fee deducted daily at the level of each Underlying Note, any repurchase fee charged on an early repurchase of an Underlying Note, and the mint, burn and platform fees payable to the Issuer. Investors should consider the combined effect of these charges rather than any one of them in isolation.
The Reference Index uses significant leverage, resets that leverage only on a weekly basis, and may be significantly uninvested at any time.
The Reference Index targets an implied volatility level of 35% and may take leveraged exposure to the Futures Contracts of up to 500%. Exposure is determined at each weekly rebalancing, generally on a Friday, by dividing the 35% volatility target by the prevailing one-week implied volatility of the SPDR S&P 500 ETF Trust, subject to that cap. When leverage is employed, movements in the Futures Contracts will result in greater changes in the level of the Reference Index than would occur on an unleveraged basis, and any significant decline in the Futures Contracts will be magnified in the level of the Reference Index. Because leverage is reset only weekly, the Reference Index may also be subject to a “volatility drag” if the Futures Contracts move in one direction before a reset and in the opposite direction after the reset. Over time, this effect may cause the Reference Index to underperform the Futures Contracts even if the Futures Contracts ultimately recover from a decline. Conversely, in periods of elevated implied volatility, exposure to the Futures Contracts may be less than 100%, meaning that the Reference Index will be partially uninvested and will not capture the full appreciation, if any, of the Futures Contracts on those days. Because the Autocallables held in the Index reference the Reference Index, each of these effects is transmitted to the level of the Index and to the value of the Underlying Notes.
The Index has a limited operating history, and the actual performance of the Index over the term of the Notes may differ materially from any historical or hypothetical performance.
The Index was established on June 2, 2025 and the Reference Index on February 11, 2022, and each has a correspondingly limited live performance record. Substantially all performance of the Index for periods before June 2, 2025, including any figures derived from a notional portfolio of Autocallables constructed from 2005 onwards, is hypothetical and back-tested rather than actual. Historical performance of the Index, whether actual or hypothetical, should not be taken as an indication of the Index’s future performance during the term of the Notes. Any hypothetical back-tested performance of the Index that may be presented in marketing materials has been derived by retroactive application of a back-tested model designed with the benefit of hindsight, has not been verified by an independent third party and has inherent limitations; alternative modeling techniques or assumptions could produce significantly different results that might prove to be more appropriate. The actual performance of the Index over the term of the Notes may differ materially from any historical or hypothetical performance.
The Index Sponsor may exercise discretion in ways that adversely affect the value of the Notes, and parties involved in the development and ongoing administration of the Index have interest that may conflict with those of holders of the Notes.
The Index and the Reference Index are each sponsored, maintained, calculated and published by MerQube. As the Index Sponsor, MerQube can add, delete or substitute the components of either index, including the parameters on which each Autocallable is included in the Index, change the methodology used to calculate either index (including the target volatility, the maximum exposure, or the 6.0% per annum daily deduction), or alter, discontinue, or suspend the calculation or dissemination of the Index. The Index Sponsor is under no obligation to consider the interest of holders of the Notes in taking any such action, and any such action could adversely affect the level of the Index and the value of the Notes. In addition, the Index was developed by MerQube in coordination with [●], which worked with MerQube in formulating the guidelines and policies governing the composition and calculation of the Index. An affiliate of [●] currently holds an approximately 10% equity interest in MerQube and an employee of [●] sits on MerQube’s board of directors. In addition, [●] or one of its affiliates holds an exclusive licence to the Index for a fee; [●] acts as calculation agent for the Underlying Notes as well as dealer; and the Reference Index is overseen by an index committee that reviews the methodology at least annually and exercises discretion in circumstances the methodology does not address. These relationships and discretions may give rise to potential conflicts of interest, both at the time the methodology was designed and on an ongoing basis, that may not be aligned with the interests of holders of the Notes.
The appreciation potential of the Index is structurally limited to accrued contingent coupons, and holders of the Notes will not participate in any appreciation of the Reference Index or receive any dividends or other distributions paid on the constituents of the S&P 500 Index.
Each Autocallable held in the Index returns, at most, its notional amount plus its accrued contingent coupons. It is automatically called once the Reference Index reaches its Autocallable Barrier and does not participate in any further appreciation of the Reference Index. Because the Index is composed of Autocallables, appreciation of the Index is limited in the same way, however far the Reference Index may rise. The Underlying Notes track the Index on a one-to-one basis, so holders of the Notes are subject to that structural limit on the upside while remaining fully exposed to declines in the Index on the downside. In addition, the Reference Index references uncollateralized Futures Contracts on the S&P 500 Index and not the constituents of that index. Holders of the Notes will accordingly not be entitled to receive any dividends or other distributions paid on the equity securities that compose the S&P 500 Index, nor will they have any other rights with respect to those securities or the Futures Contracts.
The Notes are exposed to concentration risk in a single futures contract referencing the S&P 500 Index.
The Reference Index provides exposure exclusively to a single futures contract on the S&P 500 Index that trades on the Chicago Mercantile Exchange, and the Index in turn holds only Autocallables referencing that Reference Index. No layer of the structure provides exposure to any other asset class, sector or geography, and the laddering of Autocallables within the Index diversifies the timing of observations but not the underlying market exposure. Accordingly, the Notes are less diversified than other instruments referencing a broader range of futures contracts, asset classes, sectors or geographies, and may experience greater volatility than such instruments.
The Reference Index is an excess return index and does not reflect any “collateral return” that an investor would earn by posting cash margin to support a position in the Futures Contracts.
The Reference Index measures the returns accrued from investing in uncollateralized Futures Contracts. A total return index, by contrast, would also reflect the interest that could be earned on funds committed to support a position in the Futures Contracts. Because the Autocallables held in the Index reference the Reference Index, and the Underlying Notes track the Index, investing in the Notes will not generate the same return as would be generated from investing in a total return index referencing the same Futures Contracts. In periods of positive cash interest rates the return on the Notes will accordingly be lower than the return on a comparable total return-linked investment.
Suspensions or disruptions of trading, “limit price” mechanism, and changes in margin requirements in the market for the Futures Contracts may adversely affect the level of the Reference Index and, in turn, the level of the Index and the value of the Notes.
The market for the Futures Contracts is subject to temporary distortions and disruptions due to factors including illiquidity, the participation of speculators, governmental regulation and intervention, and exchange-imposed daily price fluctuation limits that may preclude trading in the Futures Contracts at prices beyond the applicable limit. Any such disruption may delay or prevent the calculation and publication of the level of the Reference Index and, consequently, of the Index, may force the synthetic liquidation of Futures Contract positions at disadvantageous times or prices, and may otherwise adversely affect the level of the Reference Index, the level of the Index and the value of the Notes. In addition, any change in the margin requirements imposed by the Chicago Mercantile Exchange in respect of the Futures Contracts may cause market participants to adjust their positions, which may in turn affect the prices of the Futures Contracts and the level of the Index.
Daily redemption of the Notes depends on liquidity mechanics at the level of the Underlying Notes that are neither daily nor certain.
Although the Notes are redeemable on a daily basis, the Issuer can realize value from an Underlying Note only by requesting an early repurchase from its issuer, or by awaiting a discretionary redemption or maturity. An early repurchase request must be delivered by 4:00 p.m., New York City time, on the scheduled trading day before the relevant valuation date and settles on the third scheduled trading day following that valuation date, in each case net of a repurchase fee of between 0.10% and 0.80% of notional and subject to postponement for disrupted days and payment disruption events. The Underlying Notes are not listed on any exchange, no dealer is obliged to make a secondary market in them, and the Indicative Security Value is available only on request from their issuer. Accordingly, the Issuer may be unable to fund redemptions of the Notes on the timetable contemplated by the redemption mechanics, and may be required to suspend or limit redemptions.
The value of an Underlying Note is subject to a permanent floor at zero, with no recovery.
If the Indicative Security Value of an Underlying Note calculated on any valuation date is less than zero, the Indicative Security Value of that Underlying Note will be fixed at USD 0.00 on that valuation date and on every subsequent valuation date. That outcome is permanent: the value of that Underlying Note will not recover even if the Index subsequently appreciates. Holders of the Notes will bear the full economic consequence of any such event in respect of each affected Underlying Note held by the Issuer.
The issue price of the Notes will exceed their economic value on issuance, and any price at which the Notes may be redeemed or transferred may be lower still.
The price paid by the Issuer for each Underlying Note includes the compensation payable to [●] and its affiliates and the cost to the issuer of the Underlying Notes of hedging its obligations, including the projected profit its affiliates expect to realise for assuming those risks. The pricing supplement for the Underlying Notes does not disclose an estimated value or a minimum estimated value, and the Issuer has no means of verifying the embedded costs reflected in the price it pays. Those costs, together with the Investor Fee, the deduction applied to the Reference Index and the fees payable to the Issuer, mean that the value of the Notes immediately following issuance will be less than their issue price. Any amount payable on a redemption of the Notes will reflect the Indicative Security Value of the Underlying Notes then held by the Issuer, net of any applicable repurchase fee, and may be lower than both the issue price and the value of the Notes at the time of redemption.
Payments on the Notes may be subject to U.S. withholding tax under Section 871(m) of the U.S. Internal Revenue Code.
Section 871(m) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), generally imposes a 30% withholding tax (subject to reduction under an applicable income tax treaty) on certain “dividend equivalent” payments made or deemed made to non-U.S. holders with respect to financial instruments that are linked to U.S. equities or to indices that include U.S. equities. Section 871(m) of the Code contains exceptions, including for instruments linked to certain “qualified indices” that meet requirements set forth in the applicable Treasury regulations. The Notes are linked to an index that references a futures contract on the S&P 500 Index, and the issuer of the Underlying Notes has determined that Section 871(m) of the Code will not apply to the Underlying Notes, relying on an Internal Revenue Service notice that excludes from the scope of Section 871(m) instruments issued before 2027 that are not “delta-one” with respect to underlying securities that could pay U.S.-source dividends. Because the Notes have no scheduled maturity and the Issuer expects to acquire further Underlying Notes on a continuing basis, that relief may cease to be available in respect of Underlying Notes acquired on or after January 1, 2027. Any such determination depends on factual and legal considerations that may change and is not binding on the U.S. Internal Revenue Service. Holders should consult their own tax advisors as to the potential application of Section 871(m) of the Code to the Notes, including in light of any other transactions they may enter into with respect to instruments referencing U.S. equities. The Issuer will not be obligated to pay any additional amounts in respect of any withholding tax imposed on payments of the Notes.
12. Post-Issuance Information
The Issuer does not intend to publish information regarding the Underlying Notes, which are the Underlying; information regarding the Underlying Notes is made available by their issuer and guarantor in the Underlying Offering Documents and any related filings. Beyond republishing such Index levels and the information required under the Base Offering Memorandum, the Issuer does not intend to provide ongoing post-issuance information in relation to the Underlying Notes, the Index or the Notes, except as may be required by applicable law or regulation.
ANNEX A — Additional Terms of the underlying notes
The following sets out the terms of the Underlying Notes, reproduced from the pricing supplement of the Underlying Issuer. Terms used in this Annex A have the meanings given to them in that pricing supplement and not the meanings given to them in the body of this Pricing Supplement. In particular, references in this Annex A to the “Issuer”, the “Securities”, the “Holders” and any “investor” are to the Underlying Issuer, the Underlying Notes and the holders of the Underlying Notes respectively. The pricing supplement of the Underlying Issuer is preliminary and unpriced, and the terms set out below remain subject to change.
Issuer: |
[●] |
|---|---|
Guarantor: |
[●] |
Status: |
Senior, unsecured |
Specified Currency: |
U.S. dollars (“USD” or “$”) |
Notes, Warrants or Certificates: |
Certificates |
Reference Asset: |
The MerQube US Large-Cap Vol Advantage Autocallable Target Yield Index (Bloomberg Ticker: MQAUTOCG <Index>) (the “Index”), an index designed to reflect the performance of synthetic autocallable securities in reference to The MerQube US Large-Cap Vol Advantage Index (Bloomberg Ticker: MQUSLVA <Index>) (the “Reference Index”). |
Notional Amount per Security: |
USD 1,000 (the “Notional Amount”) |
Issue Price: |
100% of the Aggregate Notional Amount as of the Trade Date. See “Hedging and Projected Profit” and “Risk Factors – Inclusion of selling commissions and hedging related amounts in the Issue Price” |
Reopening Issuances: |
After the Issue Date, the Issuer may, without any investor’s consent, “reopen” the Securities based on market conditions and the Closing Index Level at that time. These further issuances, if any, will be consolidated to form a single sub-series with the originally issued Securities and will have the same ISIN number and will trade interchangeably with the Securities immediately upon settlement. |
Cash or Physical Settlement: |
Cash Settlement is applicable |
Final Index Level: |
The Closing Index Level with respect to the Final Valuation Date |
Closing Index Level: |
With respect to any date of determination, the official closing level of the Index with respect to such date of determination as calculated and published by the Index Sponsor, all as determined by the Calculation Agent (acting in good faith and in a commercially reasonable manner), subject to the Index Linked Provisions. See “Risk Factors – Risks with respect to Certain Events Affecting the Index” |
Valuation Dates†: |
The Valuation Dates are each Scheduled Trading Day from and including the Initial Valuation Date to and including the Final Valuation Date. |
Scheduled Trading Day: |
Any day on which the Index Sponsor is scheduled to publish the level of the Index. |
Indicative Security Value: |
With respect to each Security of the Notional Amount and the Initial Valuation Date, the Indicative Security Value will be equal to the Notional Amount. With respect to each Security of the Notional Amount and any Valuation Date after the Initial Valuation Date (including, for the avoidance of doubt, the Final Valuation Date), if the Securities have not been previously called or repurchased, an amount in USD equal to (a)(i) the Indicative Security Value as of the preceding Valuation Date, multiplied by (ii) the Index Factor as of such Valuation Date, minus (b) the Investor Fee as of such Valuation Date. If the amount calculated above is less than zero, the Indicative Security Value on such Valuation Date and each subsequent Valuation Date will be USD 0.00. |
Index Factor: |
On any Valuation Date, (a) the Closing Index Level on such Valuation Date divided by (b) the Closing Index Level on the immediately preceding Valuation Date. |
Investor Fee: |
With respect to each Security of the Notional Amount and any Valuation Date, an amount equal to the product of (a) the Indicative Security Value as of the immediately preceding Valuation Date, (b) the Investor Fee Percentage and (c)(i) the number of calendar days from and including the immediately preceding Valuation Date to and excluding such Valuation Date divided by (ii) 360. |
Investor Fee Percentage: |
[ ]% |
Issuer Early Redemption Option: |
At its sole discretion, the Issuer may redeem some or all issued and outstanding Securities on any business after the Issue Date and prior to maturity pursuant to the Early Redemption Mechanics described below. In such circumstances, each investor will receive for each Security of the Notional Amount, a cash payment on the relevant Early Redemption Date equal to the Indicative Security Value as of the relevant Valuation Date. The return on each investor’s initial investment upon redemption will be reduced by the Investor Fee, which is deducted from the Indicative Security Value on each Valuation Date. Accordingly, investors will lose some or all of their initial investment upon redemption if the level of the Index decreases or does not increase sufficiently to offset the cumulative effect of the Investor Fee. |
Early Redemption Mechanics: |
If the Issuer exercises its right to redeem some or all of the Securities prior to maturity, the Issuer will deliver an irrevocable Redemption Notice to [Clearstream] and, concurrently, to the Holders. The Redemption Notice will specify the aggregate Notional Amount of the Securities to be redeemed and the Valuation Date, which will be no fewer than ten business days and no more than fifteen business days after the date of such Redemption Notice, subject to potential postponements of the Valuation Date. Accordingly, the Issuer must provide at least ten Scheduled Trading Days’ notice prior to the Valuation Date for such redemption. |
Early Redemption Date††: |
The [third] Scheduled Trading Day following the Valuation Date for such Early Redemption. |
Investor Request for Early Repurchase: |
Subject to compliance with the procedures described herein, including the Early Repurchase Mechanics and potential postponements of the Valuation Date, each investor may request on any Scheduled Trading Day that the Issuer repurchase an Early Repurchase Amount of such investor’s Securities (an “Early Repurchase”). For each Security of the Notional Amount that an investor requests the Issuer to repurchase, such investor will receive on the relevant Early Repurchase Date a cash payment equal to the Indicative Security Value, minus the Repurchase Fee. The return on each investor’s initial investment upon early repurchase will be reduced by (i) the Investor Fee, which is deducted from the Indicative Security Value on each Valuation Date and (ii) the Repurchase Fee. Accordingly, such investor will lose some, a substantial portion of or all of such investor’s initial investment upon early repurchase if the level of the Index decreases or does not increase sufficiently to offset the cumulative effect of the Investor Fee and the Repurchase Fee. |
Early Repurchase Mechanics: |
In order to request the Issuer repurchase any investor’s Securities on any Early Repurchase Date, such investor must deliver an Early Repurchase Notice to the Issuer via email at [ ] by no later than [4:00 p.m.], New York City time, on [the Scheduled Trading Day] prior to the relevant Valuation Date. If such investor fails to comply with these Early Repurchase Mechanics, its notice will be deemed ineffective. |
Early Repurchase Date††: |
The [ third ] Scheduled Trading Day following each Valuation Date. |
Early Repurchase Amount: |
USD 1,000, and thereafter, multiples of USD 1,000. |
Repurchase Fee: |
With respect to any Early Repurchase Date and each Security of the Notional Amount, an amount equal to the product of the Notional Amount, multiplied by:
|
Redemption Amount: |
With respect to each Security of the Notional Amount, if the Securities have not been previously called or repurchased, the payment on the Final Redemption Date (the “Redemption Amount”) will be an amount in USD equal to the Indicative Security Value on the Final Valuation Date. |
Settlement Type: |
Notional |
SPECIFIC PRODUCT PROVISIONS APPLICABLE TO THE UNDERLYING SECURITIES
Index Linked Provisions: |
Applicable For the avoidance of doubt, the Share Linked Provisions, Commodity Linked Provisions, FX Linked Provisions, Market Access Participation Provisions, Low Exercise Price Warrant Provisions, Fund Linked Provisions, Rate Linked Provisions and Bond Linked Provisions will not be applicable. |
|---|---|
Index: |
The Reference Asset specified above |
Single Index or Basket of Indices: |
Single Index |
Type of Index: |
Proprietary Index |
Exchange: |
Not Applicable |
Related Exchanges: |
Not Applicable |
Index Sponsor: |
MerQube, Inc. |
Valuation Time: |
With respect to any date of determination, the time at which the official closing level of the Index is calculated and published by the Index Sponsor, subject to Index Linked Provision 9 (Definitions). |
Maximum Days of Disruption: |
With respect to each date of valuation, [ ] Scheduled Trading Days |
Fallback Valuation Date: |
With respect to each date of valuation, the [second Business Day] prior to any Repurchase Date, the Early Redemption Date, the Final Redemption Date or any other relevant payment date, as applicable, immediately following such date of valuation. |
Change in Law-Increased Cost / Hedging Disruption: |
Not Applicable |
Consequences of the occurrence of a Market Disruption Event (VWC): |
[Not Applicable] |
ANNEX A-1 — OVERVIEW OF THE MERQUBE US LARGE-CAP VOL ADVANTAGE AUTOCALLABLE TARGET YIELD INDEX
The Underlying Notes are linked to the MerQube US Large-Cap Vol Advantage Autocallable Target Yield Index (for the purposes of this section “Information About the Reference Asset”, the “Index”) which was developed by MerQube, Inc. (the “Index Sponsor” and “Index Calculation Agent”), in coordination with [●], and is maintained by the Index Sponsor and is calculated and published by the Index Calculation Agent. The value of the Securities will vary with, amongst other things, the level of the Index. The Index Sponsor has no obligation to continue to publish, and may discontinue the publication of, the Index.
An affiliate of the Underlying Issuer currently has an approximately 10% equity interest in the Index Sponsor, and an employee of [●], another affiliate of the Issuer, is a member of the board of directors of the Index Sponsor.
The Index was established on [ ]. The Index is reported by the Bloomberg Professional® service under the ticker symbol “[ ]”.
The Index is designed to reflect the performance of a theoretical portfolio of synthetic autocallable securities (each an “Autocallable” and the theoretical portfolio of Autocallables, the “Index Portfolio”) in reference to the MerQube US Large-Cap Vol Advantage Index (the “Reference Index”), which attempts to provide a dynamic rules-based exposure to an unfunded rolling position in E-mini® S&P 500® Futures (the “Futures Contracts” and such unfunded rolling position in the Futures Contracts, the “Underlying Asset”).
The Underlying Asset references the S&P 500® Index. For more information about the Reference Index, the Futures Contracts and the S&P 500® Index, see “Background on the MerQube US Large-Cap Vol Advantage Index”, “Background on E-mini® S&P 500® Futures” and “Background on the S&P 500® Index,” as applicable, below.
Autocallable securities generally provide cash flows on specific dates, conditional on whether the underlying asset is above or below specified thresholds; each Autocallable follows predetermined terms specific to the Reference Index. Each synthetic Autocallable is designed to pay a percentage of the notional amount allocated to that Autocallable at certain set observation dates (e.g., monthly, noting the monthly observation dates are specific to each Autocallable) (a “Contingent Coupon”), provided that the Reference Index remains within certain predefined levels. If on specified monthly observation dates the Reference Index reaches or exceeds a certain level (the “Autocallable Barrier”) then the synthetic Autocallable will automatically mature. The Contingent Coupon is intended to be paid even when the Reference Index experiences a certain amount of negative performance, but only down to a certain predetermined level (the “Contingent Coupon Barrier”). If the performance of the Reference Index is below the Contingent Coupon Barrier on any observation date, no Contingent Coupon is paid for that then-ended observation period.
Each synthetic Autocallable is subject to a one-year non-callable period from the date of issuance (the “Non-Callable Period”). Each synthetic Autocallable incorporates a principal repayment feature so that, if the Reference Index has not reached or exceeded the Autocallable Barrier before the scheduled maturity date, any negative performance below the Autocallable Barrier as at the maturity date will not have any negative impact on the return of principal under the synthetic Autocall, provided the Reference Index is not below a certain predetermined level at maturity (the “Maturity Barrier”). Only if the Reference Index is below that Maturity Barrier at maturity will the Index, and in turn investors, be exposed to the full downside performance of the Reference Index at maturity. Therefore, while synthetic Autocallables may preserve capital in certain negative market conditions (i.e., if the Reference Index remains above the Maturity Barrier), adverse market conditions in the equity market can lead to negative returns for the Securities.
Index Portfolio Characteristics
The Index is designed to reflect the aggregate total return of a theoretical portfolio of approximately 52 to 260 synthetic Autocallables. Each Autocallable in the Index Portfolio may achieve one or both of the following payout and return characteristics depending on the performance of the Reference Index:
- fixed periodic payments on specified observation dates and/or at maturity if the level of the Reference Index is at or above the Contingent Coupon Barrier (as set forth below), but below the Autocallable Barrier;
or
- as part of the Autocallables’ return, the Index may be exposed to the negative performance of the Reference Index in case the level of the Reference Index is below the Maturity Barrier at maturity.
Each synthetic Autocallable in the Index Portfolio will have the following key characteristics/parameters (the “Parameters”):
I. Individual Autocallables: Each synthetic Autocallable in the Index Portfolio features (as more set forth in the table below):
- 5-year tenor (Maturity).
- 1-year initial Non-Callable Period from the date of issuance.
- U.S. Dollar denomination.
- Maturity Barrier (observed at maturity) Maturity Barrier levels determined by prevailing market conditions with reference to a US equity quantitative index at the time a given Autocallable is added to the Index Portfolio.
- Contingent Coupon Barrier (observed monthly) — Contingent Coupon Barrier levels determined by prevailing market conditions with reference to a US equity quantitative index at the time a given Autocallable is added to the Index Portfolio.
- 10% per annum Contingent Coupon Payment — Predetermined date on which the level of the Reference Index is compared to the Contingent Coupon Barrier.
- Direct link to the performance of the Reference Index.
II. Key Components: Each Autocallable in the Index Portfolio has three main components:
- Call Feature: Upon the expiration of each Autocallable’s Non-Callable Period, the Autocallable will automatically be called prior to its scheduled maturity date if the Reference Index reaches or exceeds the Autocallable Barrier on a monthly Observation Date.
- Contingent Coupon: A 10% per annum coupon is paid monthly on the Autocallable if, on the monthly Observation Date, the performance of the Reference Index is at or above the Contingent Coupon Barrier. If the Reference Index falls below the Contingent Coupon Barrier on an Observation Date, no coupon will be paid for that period.
- Contingent Principal Repayment: If an Autocallable is not called prior to Maturity, the initial principal is fully protected if the Reference Index’s level is above the Maturity Barrier at maturity. If the Reference Index closes below the Maturity Barrier, principal loss for that Autocallable will be equivalent to the negative performance of the Reference Index measured over the life of the Autocall.
The underlying Index Portfolio will be rebalanced weekly, employing a weekly roll mechanism whereby Autocallables that have auto called or matured are replaced with new Autocallables and any Contingent Coupons paid are reinvested in Autocallables.
III Autocallable Terms: Certain key terms of each Autocallable constituting the Index Portfolio are as follows:
PARAMETER |
DESCRIPTION |
SPECIFIC DATA |
|---|---|---|
Autocallable Barrier |
The predetermined level of the Reference Index, which if reached or exceeded on specified Observation Dates will cause the Autocallable to automatically mature. |
100% of the value of the Reference Index as at the date the Autocallable was included in the Portfolio. |
Contingent Coupon Barrier |
The predetermined level of with respect to the Reference Index which if reached or exceeded on specified Observation Dates will cause a fixed amount to be paid (the “Contingent Coupon”). |
The Contingent Coupon Barrier is established via prevailing current market environments and specific parameters with the Reference Index. |
Maturity Barrier |
The predetermined level of the Reference Index above which on the Maturity Date of the Autocallable will result in the full repayment of principal. |
The Maturity Barrier is established via prevailing current market environments and specific parameters with the Reference Index. |
Observation Date — Contingent Principal Repayment |
Predetermined dates on which the level of the Reference Index is compared to the Autocallable Barrier and the Contingent Coupon Barrier |
Monthly |
Observation Date — Contingent Principal Repayment |
A predetermined date on which the level of the Reference Index is compared to the Maturity Barrier |
The maturity date |
Observation Date — Contingent Coupon Payment |
Predetermined dates on which the level of the Reference Index is compared to the Contingent Coupon Barrier |
Predetermined dates on which the level of the Reference Index is compared to the Contingent Coupon Barrier |
Maturity |
The final observation date, on which the Autocallable terminates and the final cash flows are determined |
5 years |
Contingent Coupon Percentage |
The percentage number that determines the size of the Contingent Coupon to be made on specified Observation Dates, if the relevant payout and return characteristics have been met (the “Contingent Coupon”). |
10% per annum |
Once an Autocallable has been included in the Index Portfolio, the payout and return characteristics for such Autocallable can no longer be changed. Therefore, there is no discretion involved in the payout process for each Autocallable as such payout depends on the performance of the Reference Index on the specific observation dates.
With regard to the Maturity Barrier, it should be noted that if on the Maturity Date, the level of the Reference Index is below the Maturity Barrier the amount of principal repaid will be reduced, as per the example below, which will negatively impact the overall value of the Index.
For example, assuming the Maturity Barrier for an Autocallable is 60% of the level of the Reference Index as of the date the synthetic Autocallable is issued:
- if the Reference Index falls by only 10% (which is still above the Maturity Barrier) then the negative performance of the Reference Index will not reduce amount of principal to be repaid;
- on the other hand, if the Reference Index falls by 45% (i.e., to 55% of the level it was at when the Autocallable was issued and which is below the Maturity Barrier), then at maturity the amount of principal to be repaid will have fallen by 45%.
Any negative return of an Autocallable in the Index Portfolio will negatively impact the level of the Index.
Portfolio Management and Rebalancing
The Index is managed through a systematic process. The underlying Index Portfolio will be rebalanced weekly, employing a weekly roll mechanism whereby Autocallables that have auto called or matured are replaced with new Autocallables and any Contingent Coupons paid are reinvested in Autocallables. This systematic approach seeks to benefit from (i) diversification of entry points across market cycles; (ii) minimization of timing risk associated with single-entry investments and (iii) maintaining a consistent exposure to a theoretical portfolio of approximately 52 to 260 synthetic Autocallables. The exposure provided by the Index to the total return of approximately 52 to 260 Autocallables with staggered entry points creates a theoretical diversified portfolio that seeks to (i) smooth income generation over time; (ii) reduce concentration risk in any single market entry point; and (iii) potentially lower overall portfolio volatility.
The Reference Index
The MerQube US Large Cap Vol Advantage Index (the “ Reference Index”) is designed to provide volatility adjusted exposure to E-Mini S&P 500 Futures (the “Futures Contracts”) by targeting an implied volatility of 35%, subject to a 6% per annum daily deduction. Unlike traditional equity indices that maintain fixed allocations, the Reference Index dynamically adjusts exposure based on market volatility conditions. During calm or typical market environments, the Reference Index increases exposure to equity futures while during volatile market periods, the Reference Index reduces exposure to equity futures. Unlike other volatility target indices that rebalance daily based on realized volatility, the Reference Index rebalances weekly (at the end of each week) based on one-week implied volatility derived from the SPDR® S&P 500® ETF Trust’s weekly options prices. This approach seeks to maintain a more consistent risk profile across varying market conditions while potentially reducing drawdowns during market stress and improving risk-adjusted returns over time.
The Reference Index is a rules-based, systematic index designed to provide dynamic exposure to U.S. large-capitalization equities while employing a volatility management methodology that seeks to maintain a target volatility level. The Reference Index dynamically adjusts exposure between the Futures Contracts and a cash position based on prevailing market volatility conditions. For additional information on the Reference Index, see “—Background on the MerQube US Larger Cap Vol Advantage Index” below.
Index Methodology
The Index is designed to reflect the performance of a theoretical portfolio of synthetic Autocallables (the “Autocallables” which have the Reference Index as the reference underlying asset). The Autocallables in the theoretical portfolio follow predetermined terms including a 260-week maturity period from issue date, a 52-week non-call period from the issue date, and coupon payments every four (4) weeks. Each Autocallable features conditional cash flows on specific monthly observation dates, with payments depending on whether the underlying asset is above or below specified thresholds, including a 100% Autocallable Barrier and a 10% per annum coupon percentage. The Index provider’s pricing model determines the present value of these synthetic securities accounting for prevailing market conditions and contemplates the reinvestment of cash flows.
The Index rebalances at preset intervals (weekly), adding one new Autocallable security at each rebalance date. The initial portfolio comprises 20 Autocallable securities issued on each Friday between January 14, 2005 and May 27, 2005. To maintain diversification, the Index applies concentration limits through an allocation cap that restricts the weight of any individual synthetic Autocallable security to 5%. Cash from maturing or redeemed securities is systematically reallocated across the portfolio according to predefined rules. The Index is calculated daily, rebalanced weekly and is denominated in U.S. Dollars with the Index Base Value set at 100.
No assurance can be given that the investment strategy used to construct the Index will achieve its intended results or that the Index will be successful or will outperform any alternative index or strategy that might reference the Autocallables or the Reference Index.
INDEX DISCLAIMER
[●] or its affiliate has entered into a license agreement with the Index Sponsor that provides for an exclusive license to it and certain of its affiliated or subsidiary companies, in exchange for a fee, of the right to use the Index, which is owned and published by the Index Sponsor, in connection with the Securities.
Neither MerQube, Inc. nor any of its affiliates (collectively, “MerQube”) is the issuer of the Securities, and MerQube has no duties, responsibilities or obligations to investors in the Securities. The Index is a product of MerQube and has been licensed for use by [●] and certain of its affiliated or subsidiary companies. The Index is calculated using, among other things, market data or other information (“Input Data”) from one or more sources (each such source, a “Data Provider”). MerQube® is a registered trademark of MerQube, Inc. This trademark has been licensed for certain purposes by [●] and certain of its affiliated or subsidiary companies in the capacity as the issuer of the Securities. The Securities are not sponsored, endorsed, sold or promoted by MerQube, any Data Provider, or any other third party, and none of such parties make any representation regarding the advisability of investing in securities generally or in the Securities particularly, nor do they have any liability for any errors, omissions or interruptions of the Input Data, the Index or any associated data. Neither MerQube nor the Data Providers make any representation or warranty, express or implied, to the owners of the Securities or to any member of the public, of any kind, including regarding the ability of the Index to track market performance or any asset class. The Index is determined, composed and calculated by MerQube without regard to [●], its affiliated or subsidiary companies or the Securities. MerQube and Data Providers have no obligation to take the needs of [●] or its affiliated or subsidiary companies or the owners of the Securities into consideration in determining, composing or calculating the Index. Neither MerQube nor any Data Provider is responsible for and have not participated in the determination of the prices or amount of the Securities or the timing of the issuance or sale of the Securities or in the determination or calculation of the equation by which the Securities are to be converted into cash, surrendered or redeemed, as the case may be. MerQube and Data Providers have no obligation or liability in connection with the administration, marketing or trading of the Securities. There is no assurance that investment products based on the Index will accurately track index performance or provide positive investment returns. MerQube is not an investment advisor. Inclusion of a security within the Index is not a recommendation by MerQube to buy, sell, or hold such security, nor is it considered to be investment advice.
NEITHER MERQUBE NOR ANY OTHER DATA PROVIDER GUARANTEES THE ADEQUACY, ACCURACY, TIMELINESS AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA RELATED THERETO (INCLUDING DATA INPUTS) OR ANY COMMUNICATION WITH RESPECT THERETO. NEITHER MERQUBE NOR ANY OTHER DATA PROVIDERS SHALL BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS, OMISSIONS, OR DELAYS THEREIN. MERQUBE AND ITS DATA PROVIDERS MAKE NO EXPRESS OR IMPLIED WARRANTIES, AND THEY EXPRESSLY DISCLAIM ALL WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE OR AS TO RESULTS TO BE OBTAINED BY [●] OR ITS AFFILIATED OR SUBSIDIARY COMPANIES, OWNERS OF THE SECURITIES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR WITH RESPECT TO ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT WHATSOEVER SHALL MERQUBE OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, TRADING LOSSES, LOST TIME OR GOODWILL, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE. THE FOREGOING REFERENCES TO “MERQUBE” AND/OR “DATA PROVIDER” SHALL BE CONSTRUED TO INCLUDE ANY AND ALL SERVICE PROVIDERS, CONTRACTORS, EMPLOYEES, AGENTS, AND AUTHORIZED REPRESENTATIVES OF THE REFERENCED PARTY.
This document relates only to the Securities and does not relate to the Reference Asset. All disclosure contained herein regarding the Reference Asset has been derived from the publicly available documents referenced above. In connection with this offering of the Securities, none of the Issuer, the Guarantor or the Dealer has participated in the preparation of such documents or made any due diligence inquiry with respect to the Reference Asset. None of the Issuer, the Guarantor or the Dealer makes any representation that such publicly available documents are, or any other publicly available information regarding the Reference Asset is, accurate or complete. Furthermore, none of the Issuer, the Guarantor or the Dealer can give any assurance that all events occurring prior to the date hereof (including events that would affect the accuracy or completeness of the publicly available documents described in the preceding paragraphs) that would affect the value or level of the Reference Asset have been publicly disclosed. Subsequent disclosure of any such events or the disclosure of or failure to disclose material future events concerning the Reference Asset could affect the market value of, or any amounts payable under, the Securities. Investors in the Securities should conduct their own investigation into the Reference Asset.
BACKGROUND ON THE MERQUBE US LARGE-CAP VOL ADVANTAGE INDEX
The MerQube US Large-Cap Vol Advantage Index (the “Reference Index”) was developed by MerQube, Inc. (the “ Reference Index Sponsor” and “Reference Index Calculation Agent”), in coordination with [●], and is maintained by the Reference Index Sponsor and is calculated and published by the Reference Index Calculation Agent.
An affiliate of the Issuer currently has an approximately 10% equity interest in the Reference Index Sponsor, and an employee of [●], another affiliate of the Issuer, is a member of the board of directors of the Reference Index Sponsor.
The Reference Index was established on February 11, 2022. The Reference Index is reported by the Bloomberg Professional® service under the ticker symbol “MQUSLVA”.
The Reference Index attempts to provide a dynamic rules-based exposure to an unfunded rolling position in E-mini® S&P 500® Futures (the “Futures Contracts” and such unfunded rolling position in the Futures Contracts, the “Underlying Asset”), while targeting a level of implied volatility, with a maximum exposure to the Underlying Asset of 500% and a minimum exposure to the Underlying Asset of 0%. The Reference Index is subject to a 6.0% per annum daily deduction.
The Underlying Asset references the S&P 500® Index. For more information about the Futures Contracts and the S&P 500® Index, see “Background on E-mini® S&P 500® Futures” and “Background on the S&P 500® Index,” respectively, below.
The Reference Index is an “excess return” index and not a “total return” index. The Reference Index is an excess return index because it measures the returns accrued from investing in uncollateralized futures contracts, resulting in an implicit financing cost.
The 6.0% per annum daily deduction will offset any appreciation of the Underlying Asset, will heighten any depreciation of the Underlying Asset and will generally be a drag on the performance of the Reference Index. The Reference Index will trail the performance of an identical index without a deduction.
Holding the estimated value of the Securities and market conditions constant, the economic terms available on the Securities are expected to be more favorable to investors than the terms that would be available on a hypothetical security issued by us linked to an identical index without a 6.0% per annum daily deduction. However, there can be no assurance that any improvement in the terms of the Securities derived from such daily deduction will offset the negative effect of the daily deduction on the performance of the Reference Index. The return on the Securities may be lower than the return on a hypothetical security issued by us linked to an identical index without a daily deduction.
The 6.0% per annum daily deduction and the volatility of the Reference Index (as influenced by the Reference Index’s target volatility feature) are two of the primary variables that affect the economic terms of the Securities. Additionally, the daily deduction and volatility of the Reference Index are two of the inputs our affiliates’ internal pricing models use to value the derivative or derivatives underlying the economic terms of the Securities for purposes of determining the estimated value of the Securities. The daily deduction will effectively reduce the value of the derivative or derivatives underlying the economic terms of the Securities.
The Reference Index is subject to risks associated with the use of significant leverage. In addition, the Reference Index may be significantly uninvested on any given day, and, in that case, will realize only a portion of any gains due to appreciation of the Underlying Asset on that day. The index deduction is deducted daily at a rate of 6.0% per annum, even when the Reference Index is not fully invested.
No assurance can be given that the investment strategy used to construct the Reference Index will achieve its intended results or that the Reference Index will be successful or will outperform any alternative index or strategy that might reference the Underlying Asset.
Weekly Index Rebalancing
On each Reference Index Rebalance Day, the exposure of the Reference Index to the Underlying Asset is set equal to (a) the 35% implied volatility target (the “target volatility”) divided by (b) the implied volatility of the SPDR® S&P 500® ETF Trust (the “SPY Fund”) over a period of one week, subject to a maximum exposure of 500%. For example, if the implied volatility of the SPY Fund is equal to 17.5%, the exposure of the Reference Index to the Underlying Asset will equal 200% (or 35% / 17.5%) and if the implied volatility of the SPY Fund is equal to 40%, the exposure of the Reference Index to the Underlying Asset will equal 87.5% (or 35% / 40%). The Reference Index’s exposure to the Underlying Asset will be greater than 100% when the implied volatility of the SPY Fund is below 35%, and the Reference Index’s exposure to the Underlying Asset will be less than 100% when the implied volatility of the SPY Fund is above 35%. In general, the Reference Index’s target volatility feature is expected to result in the volatility of the Reference Index being more stable over time than if no target volatility feature were employed. No assurance can be provided that the volatility of the Reference Index will be stable at any time.
For more information about the SPY Fund, see “Background on the SPDR® S&P 500® ETF Trust” below. The Reference Index uses the implied volatility of the SPY Fund as a proxy for the volatility of the Underlying Asset.
Volatility is a measure of the degree of variation in the value of an asset over a period of time. One common approach to estimating volatility is to infer the market’s expectation of the volatility of an asset over a future period from the prices of listed option contracts that reference the asset, which is referred to as implied volatility.
The Reference Index Calculation Agent calculates the one-week implied volatility of the SPY Fund by referencing out-of-the-money call options on the SPY Fund and out-of-the-money put options on the SPY Fund, centered around an at-the-money strike price, with a scheduled expiry date on the immediately following Reference Index Rebalance Day. The options used for this purpose are repurchase options with strikes at or below the at-the-money strike price, call options with strikes at or above the at-the-money strike price and put and call options with strikes equal to the at-the-money strike price. In calculating the implied volatility of the SPY Fund, the contribution of a single option to the implied volatility of the SPY Fund is generally proportional to the difference between strikes of the options on either side of that option and to the price of that option, and is inversely proportional to the square of that option’s strike price. In addition, the Reference Index Calculation Agent adjusts the price of any American-style options that are selected to approximate a European option price for that option and makes an adjustment to account for differences between a year measured in calendar days and a year measured in business days.
With respect to options on the SPY Fund, the at-the-money strike price referred to above is equal to the forward price of the SPY Fund, determined based on the current price of the SPY Fund, any expected dividend payments on the SPY Fund and interest rates derived from official closing prices of SOFR 3-month futures. Prior to April 13, 2023, the official closing prices of Eurodollar futures, which referenced 3-month USD LIBOR rates, were used for this purpose.
On an Reference Index Rebalance Day, the implied volatility of the SPY Fund used to determine the exposure of the Reference Index to the Underlying Asset is equal to the arithmetic average of the implied volatility of the SPY Fund, calculated as described above at the end of each minute during the period from and including 2:30 p.m. to but excluding 3:00 p.m. (EST) on that day. If options data is not available on an Reference Index Rebalance Day during that period, the Reference Index Calculation Agent may use the most recent time period on that day for which options data was available to perform the relevant calculations, if in its discretion the data from that period is an accurate reflection of the current level of volatility in the market.
A “ Reference Index Rebalance Day” generally occurs each Friday. Reference Index Rebalance Days are subject to adjustment due to exchange holidays, closures or disruptions that affect the markets on which the Underlying Asset or options on the Underlying Asset are listed.
Calculation and Publication of the Index Level
The level of the Reference Index is calculated in U.S. dollars at the end of each day on which the Chicago Mercantile Exchange is scheduled to be open, subject to adjustment for market disruptions (a “ Reference Index Calculation Day”). The level of the Reference Index is rounded to two decimals.
The level of the Reference Index is calculated by reference to the TWAP (time weighted average price) of the Reference Index, as well as the TWAP and closing levels of a sub-index (the “Futures Tracker”) that tracks the performance of a rolling position in the Futures Contracts, as described under “— The Futures Tracker” below.
On each Reference Index Calculation Day, the level of the Reference Index is calculated by:
- if the current Reference Index Calculation Day is an Reference Index Rebalance Day, adjusting the TWAP level of the Reference Index on that Reference Index Rebalance Day to reflect the percentage change from the TWAP level of the Futures Tracker on the current Reference Index Rebalance Day to the closing level of the Futures Tracker on the current Reference Index Rebalance Day, with that percentage change scaled by the exposure of the Reference Index to the Futures Contracts determined on the current Reference Index Rebalance Day; or
- if the current Reference Index Calculation Day is not an Reference Index Rebalance Day, adjusting the TWAP level of the Reference Index on the immediately preceding Reference Index Rebalance Day to reflect (a) the percentage change from the TWAP level of the Futures Tracker on the immediately preceding Reference Index Rebalance Day to the closing level of the Futures Tracker on the current Reference Index Calculation Day, with that percentage change scaled by the exposure of the Reference Index to the Futures Contracts determined on the immediately preceding Reference Index Rebalance Day, and (b) the 6% per annum daily deduction that has accrued since the immediately preceding Reference Index Rebalance Day, calculated assuming a year with 360 days.
On each Reference Index Rebalance Day, the TWAP level of the Reference Index is calculated by adjusting the TWAP level of the Reference Index as of the immediately preceding Reference Index Rebalance Day to reflect (a) the percentage change from the TWAP level of the Futures Tracker on the immediately preceding Reference Index Rebalance Day to the TWAP level of the Futures Tracker on the current Reference Index Calculation Day, with that percentage change scaled by the exposure of the Reference Index to the Underlying Asset determined on the immediately preceding Reference Index Rebalance Day, and (b) the 6% per annum daily deduction that has accrued since the immediately preceding Reference Index Rebalance Day, calculated assuming a year with 360 days.
The Futures Tracker
All information contained in this document regarding the Futures Tracker, including, without limitation, its make-up, method of calculation and changes in its components, has been derived from publicly available information and other information provided by the Reference Index Sponsor, without independent verification. This information reflects the policies of, and is subject to change by, the Reference Index Sponsor. The Futures Tracker was developed by the Reference Index Sponsor, in coordination with [●]. The Futures Tracker is maintained by the Reference Index Sponsor and is calculated and published by the Reference Index Calculation Agent. The Reference Index Sponsor has no obligation to continue to publish, and may discontinue the publication of, any Futures Tracker.
The Futures Tracker associated with the Reference Index provides rules-based exposure to an unfunded rolling position in futures contracts referenced by the Underlying Asset (for purposes of discussion in this section, each a “the Futures Contracts” and collectively, the “Futures Contracts”). The Futures Tracker generally provides exposure only to the applicable near expiry Futures Contract. The Futures Tracker exits its notional position in its near expiry contract and enters a notional position in the next expiry contract in equal increments over a five-day rolling period each quarter shortly before that expiry of the near expiry contract. The rolling period consists of five Exposure Business Days, subject to postponement, beginning on the sixth Exposure Business Day immediately preceding the Rolling Futures Exposure Closing Day of the relevant near expiry contract.
For the Futures Tracker, an “Exposure Business Day” is a day on which the Chicago Mercantile Exchange is scheduled to be open for its regular trading session for the Futures Contracts.
For the Futures Tracker, a “Rolling Futures Exposure Business Day” is an Exposure Business Day that is not subject to an Index Market Disruption Event.
For the Futures Tracker, an “Index Market Disruption Event” for this purpose means the non-publication of the official settlement price by the Futures Market of the Futures Contract(s) used to calculate the rolling futures exposure of the Futures Tracker and any events determined by the Reference Index Calculation Agent that materially interfere with the ability of the Reference Index Calculation Agent to calculate a level of the Futures Tracker representative of the relevant market.
The “Rolling Futures Exposure Closing Day” means, in respect of a Futures Contract, the earlier of the last trading day for that Futures Contract and (ii) the first notice date for that Futures Contract, in each case as specified by the Futures Market.
On each Rolling Futures Exposure Business Day, the closing level of the Reference Index is calculated by adjusting the closing level of the Reference Index on the immediately preceding Rolling Futures Exposure Business Day to reflect the weighted performance of the relevant Futures Contract(s) from their official closing prices on the immediately preceding Rolling Futures Exposure Business Day to their official closing prices on the current Rolling Futures Exposure Business Day. Outside a rolling period, the Reference Index tracks a single Futures Contract, and a weight of 100% is assigned to that Futures Contract. During a rolling period, the weights of the Futures Contracts correspond to the weights associated with a roll from one Futures Contract to the next over five days in equal increments. If, however, an Index Market Disruption Event occurs on any Exposure Business Day during a rolling period prior to the last Exposure Business Day, then the portion of the roll will be postponed to the first Rolling Futures Exposure Business Day immediately following that Exposure Business Day. If an Index Market Disruption Event occurs on the last day of a rolling period, the roll period will be completed on that day and the Reference Index Sponsor will calculate the closing level on that day using its good faith estimate.
On each Rolling Futures Exposure Business Day, the TWAP level of the Futures Tracker is calculated by adjusting the closing level of the Reference Index on the immediately preceding Rolling Futures Exposure Business Day to reflect the weighted performance of the relevant Futures Contract(s) from their official closing prices on the immediately preceding Rolling Futures Exposure Business Day to their TWAP levels on the current Rolling Futures Exposure Business Day. Outside a rolling period, the Futures Tracker tracks a single Futures Contract, and a weight of 100% is assigned to that Futures Contract. During a rolling period, the weights of the Futures Contracts correspond to the weights associated with a roll from one Futures Contract to the next over five days in equal increments. If, however, an Index Market Disruption Event occurs on any Exposure Business Day during a rolling period prior to the last Exposure Business Day, then the portion of the roll will be postponed to the first Rolling Futures Exposure Business Day immediately following that Exposure Business Day. If an Index Market Disruption Event occurs on the last day of a rolling period, the roll period will be completed on that day and the Reference Index Sponsor will calculate the TWAP level on that day using its good faith estimate.
The TWAP level of a Futures Contract on any Rolling Futures Exposure Business Day is currently calculated as a time weighted average price of that Futures Contract determined over a 10-minute period beginning at 3:50 PM EST (in the case of a regular trading session) or 12:50 PM EST (in the case of a half-day trading session).
Index Committee
The Reference Index is overseen by an index committee. The index committee will review the Reference Index’s methodology at least once in every twelve-month period, make changes to the methodology as necessary and administer any consultations for any potential material methodology changes. If any scenario not explicitly covered in the methodology occurs, the index committee will use its discretion to determine the action to be taken. The Reference Index Sponsor has advised that any such determination will be announced to clients in advance.
Background on E-mini® S&P 500® Futures
Futures contracts are contracts that legally obligate the holder to buy or sell an asset at a predetermined delivery price during a specified future time period.
E-mini® S&P 500® futures are U.S. dollar-denominated futures contracts on the S&P 500® Index traded on the Chicago Mercantile Exchange (the “CME”), representing a contract unit of $50 multiplied by the S&P 500® Index, measured in U.S. dollars and cents per index point.
Futures Contracts for the nearest 21 quarters, for each March, June, September and December, are currently available for trading. Trading of the Futures Contracts will terminate at 9:30 A.M. Eastern time on the third Friday of the contract month.
The daily settlement prices of the Futures Contracts are based on trading activity in the relevant contract (and in the case of a lead month also being the expiry month, together with trading activity on lead month-second month spread contracts) on the CME during a specified settlement period. The final settlement price of the Futures Contracts is based on the opening prices of the component stocks in the S&P 500® Index, determined on the third Friday of the contract month.
Overview of Futures Markets
Futures contracts are traded on regulated futures exchanges, in the over-the-counter market and on various types of electronic trading facilities and markets. As of the date of this document, all of the Futures Contracts are exchange-traded futures contracts. A futures contract provides for a specified settlement month in which the cash settlement is made by the seller (whose position is therefore described as “short”) and acquired by the purchaser (whose position is therefore described as “long”).
No purchase price is paid or received on the purchase or sale of a futures contract. Instead, an amount of cash or cash equivalents must be deposited with the broker as “initial margin.” This amount varies based on the requirements imposed by the exchange clearing houses, but it may be lower than 5% of the notional value of the contract. This margin deposit provides collateral for the obligations of the parties to the futures contract.
By depositing margin, which may vary in form depending on the exchange, with the clearing house or broker involved, a market participant may be able to earn interest on its margin funds, thereby increasing the total return that it may realize from an investment in futures contracts. The Index is not a total return index and do not reflect interest that could be earned on funds notionally committed to the trading of futures contracts.
At any time prior to the expiration of a futures contract, a trader may elect to close out its position by taking an opposite position on the exchange on which the trader obtained the position, subject to the availability of a liquid secondary market. This operates to terminate the position and fix the trader’s profit or loss. Futures contracts are cleared through the facilities of a centralized clearing house and a brokerage firm that is a member of the clearing house.
Futures exchanges and clearing houses in the United States are subject to regulation by the Commodity Futures Trading Commission. Exchanges may adopt rules and take other actions that affect trading, including imposing speculative position limits, maximum price fluctuations and trading halts and suspensions and requiring liquidation of contracts in certain circumstances.
Background on the S&P 500® Index
All information contained in this pricing supplement regarding the S&P 500® Index, including, without limitation, its make-up, method of calculation and changes in its components, has been derived from publicly available information, without independent verification. This information reflects the policies of, and is subject to change by, S&P Dow Jones Indices LLC (“S&P Dow Jones”). The S&P 500® Index, together with the S&P MidCap 400® Index and the S&P SmallCap 600® Index (each, an “S&P U.S. Index,” and collectively the “S&P U.S. Indices”), is calculated, maintained and published by S&P Dow Jones. S&P Dow Jones has no obligation to continue to publish, and may discontinue publication of, the S&P 500® Index.
The S&P U.S. Indices are part of a family of indices that are each designed to measure different market segments of the U.S. equity markets.
The S&P 500® Index consists of stocks of 500 companies selected to provide a performance benchmark for the U.S. equity markets. The S&P 500® Index is reported by Bloomberg L.P. under the ticker symbol “SPX.”
Composition of the S&P US Indices
Additions to the S&P U.S. Indices are evaluated based on the following:
- Domicile. Only common stocks of U.S. companies are eligible. For index purposes, a U.S. company has the following characteristics:
- the company should satisfy the periodic reporting obligations imposed by the U.S. Securities Exchange Act of 1934, as amended, by filing forms for domestic issuers, such as, but not limited to Form 10-K annual reports, Form 10-Q quarterly reports and Form 8-K current reports;
- the U.S. portion of fixed assets and revenues constitutes a plurality of the total, but need not exceed 50%. When these factors are in conflict, fixed assets determine plurality. Revenue determines plurality when there is incomplete asset information. Geographic information for revenue and fixed asset allocations are determined by the company as reported in its annual filings. If these criteria are not met, or if they are ambiguous, S&P Dow Jones may still deem the company to be a U.S. company for index purposes if its primary listing, headquarters and incorporation are all in the United States and/or “a domicile of convenience” (Bermuda, Channel Islands, Gibraltar, islands in the Caribbean, Isle of Man, Luxembourg, Liberia or Panama); and
- the primary listing is on an eligible U.S. exchange as described under “Exchange Listing” below.
In situations where the only factor suggesting that a company is not a U.S. company is its tax registration in a domicile of convenience or another location chosen for tax-related reasons, S&P Dow Jones normally determines that the company is still a U.S. company. The final determination of domicile eligibility is made by the S&P Dow Jones’s U.S. index committee.
- Exchange Listing. A primary listing on one of the following U.S. exchanges is required: the New York Stock Exchange, NYSE Arca, NYSE American, Nasdaq Global Select Market, Nasdaq Select Market, Nasdaq Capital Market, Cboe BZX, Cboe BYX, Cboe EDGA or Cboe EDGX exchanges. Ineligible exchanges include the OTC Bulletin Board and Pink Sheets.
- Organizational Structure and Share Type. Eligible organizational structures and share types are corporations (including equity and mortgage REITS) and common stock (i.e., shares). Ineligible organizational structures and share types include, but are not limited to, business development companies, limited partnerships, master limited partnerships, limited liability companies, closed-end funds, exchange-traded funds, exchange-traded notes, royalty trusts, special purpose acquisition companies, tracking stocks, preferred and convertible preferred stock, unit trusts, equity warrants, convertible bonds, investment trusts, rights and American Depositary Receipts.
As of February 2025, the securities of companies with multiple share class structures (including companies with listed and unlisted share classes) are eligible to be added to the S&P U.S. Indices, subject to the eligibility requirements of each index.
- Market Capitalization. The total company market capitalization should be within a specified range for the relevant S&P U.S. Index. These ranges are reviewed quarterly and updated as needed to ensure they reflect current market conditions. A company meeting the total company market capitalization criteria is also required to have a security level float-adjusted market capitalization (“FMC”) that is at least 50% of the relevant S&P U.S. Index’s total company level minimum market capitalization threshold. For spin-offs, S&P U.S. Index membership eligibility is determined using when-issued prices, if available.
- Liquidity. A float-adjusted liquidity ratio (“FALR”), defined as the annual dollar value traded divided by the FMC, is used to measure liquidity. Using composite pricing and consolidated volume (excluding dark pools) across all venues (including historical values), annual dollar value traded is defined as the average closing price multiplied by the historical volume over the 365 calendar days prior to the evaluation date. This is reduced to the available trading period for initial public offerings (“IPOs”) or spin-offs that do not have 365 calendar days of trading history. In these cases, the dollar value traded available as of the evaluation date is annualized. The price, shares outstanding and IWF as of the evaluation date are used to calculate the FMC. The evaluation date is the open of trading on the day prior to the announcement date. The stock should trade a minimum of 250,000 shares in each of the six months leading up to the evaluation date. The FALR must be greater than or equal to 0.75 at the time of addition to an S&P U.S. Index. Current index constituents have no minimum requirement.
- Sector Classification. . The company is evaluated for its contribution to sector balance maintenance, as measured by a comparison of each Global Industry Classification Standard sector’s weight in the relevant S&P U.S. Index with its weight in the S&P Total Market Index, in the relevant market capitalization range. The S&P Total Market Index is a float-adjusted market capitalization-weighted index designed to track the broad U.S. equity market, including large-, mid-, small- and micro-cap stocks.
- Financial Viability. The sum of the most recent four consecutive quarters’ Generally Accepted Accounting Principles (“GAAP”) earnings (net income excluding discontinued operations) should be positive as should the most recent quarter. For equity real estate investment trusts (“REITs”), financial viability is based on GAAP earnings and/or Funds From Operations, if reported.
- Treatment of IPOs. IPOs should be traded on an eligible exchange for at least 12 months before being considered for addition to an S&P U.S. Index. For former special purpose acquisition companies (“SPACs”), S&P Dow Jones considers the de-SPAC transaction to be an event equivalent to an IPO, and 12 months of trading post the de-SPAC event are required before a former SPAC can be considered for inclusion in an S&P U.S. Index. Spin-offs or in-specie distributions from existing constituents do not need to be seasoned for 12 months prior to their inclusion in an S&P U.S. Index.
- Investable Weight Factor (“IWF”). For each component, S&P Dow Jones calculates an IWF, which represents the portion of the total shares outstanding that are considered part of the public float for purposes of the relevant S&P U.S. Index. An IWF of at least 0.10 is required for S&P U.S. Indices.
Companies that migrate from an ineligible exchange, emerge from bankruptcy, are newly designated to be domiciled in the U.S. for index purposes by S&P Dow Jones or convert from an ineligible share or organizational type to an eligible type do not need to trade on an eligible U.S. exchange for 12 months before being considered for addition to an S&P U.S. Index.
Current constituents of an S&P U.S. Index can be migrated from one S&P U.S. Index to another provided they meet the total company level market capitalization eligibility criteria for the new index. Migrations from an S&P U.S. Index to another do not need to meet the financial viability, liquidity or 50% of the respective index’s total company level minimum market capitalization threshold criteria.
Companies that are spun-off from current index constituents do not need to meet the outside addition criteria, but they should be considered U.S. domiciled for index purposes and have a total market cap representative of the relevant S&P U.S. Index.
Removals from the S&P U.S. Indices are evaluated based as follows:
- Companies that are involved in mergers, acquisitions or significant restructuring such that they no longer meet the eligibility criteria. Companies delisted as a result of merger, acquisition or other corporate action are removed at a time announced by S&P Dow Jones, normally at the close of the last day of trading or expiration of a tender offer. Constituents that are halted from trading may be kept in the index until trading resumes, at the discretion of S&P Dow Jones’s U.S. index committee. If a stock is moved to the pink sheets or the bulletin board, the stock is removed.
Any company that is removed from an S&P U.S. Index (including discretionary and bankruptcy/exchange delistings) must wait a minimum of one year from its index removal date before being screened for the eligibility criteria.
- Companies that substantially violate one or more of the addition criteria. S&P Dow Jones believes turnover in index membership should be avoided when possible. At times, a stock may appear to temporarily violate one or more of the addition criteria. However, the addition criteria are for addition to an S&P U.S. Index, not for continued membership. As a result, an S&P U.S. Index constituent that appears to violate criteria for addition to that index is not deleted unless ongoing conditions warrant an index change. When a stock is removed from an S&P U.S. Index, S&P Dow Jones explains the basis for the removal.
Calculation of the S&P U.S. Indices
The S&P U.S. Indices are float-adjusted market capitalization-weighted indices. On any given day, the index value of each S&P U.S. Index is the total float-adjusted market capitalization of that S&P U.S. Index’s constituents divided by its divisor. The float-adjusted market capitalization reflects the price of each stock in the relevant S&P U.S. Index multiplied by the number of shares used in the index value calculation.
Float Adjustment. Float adjustment means that the number of shares outstanding is reduced to exclude closely held shares from the calculation of the index value because such shares are not available to investors. The goal of float adjustment is to adjust each company’s total shares outstanding for long-term strategic shareholders, who often have interests such as maintaining control rather than the shorter-term economic fortunes of the company. Generally, these long-term strategic shareholders include, but are not limited to, officers and directors, private equity, venture capital and special equity firms, asset managers and insurance companies with direct board of director representation, other publicly traded companies that hold shares, holders of restricted shares, company-sponsored employee share plans/trusts, defined contribution plans/savings, and investment plans, foundations or family trusts associated with the company, government entities at all levels (other than government retirement/pension funds), sovereign wealth funds and any individual person who controls a 5% or greater stake in a company as reported in regulatory filings. Restricted shares are generally not included in total shares outstanding except for shares held as part of a lock-up agreement. Shares that are not considered outstanding are also not included in the available float. These generally include treasury stock, stock options, equity participation units, warrants, preferred stock, convertible stock and rights.
Divisor. Continuity in index values of each S&P U.S. Index is maintained by adjusting its divisor for all changes in its constituents’ share capital after its base date. This includes additions and deletions to the relevant S&P U.S. Index, rights issues, share buybacks and issuances and non-zero price spin-offs. The value of each S&P U.S. Index’s divisor over time is, in effect, a chronological summary of all changes affecting the base capital of that S&P U.S. Index. The divisor of each S&P U.S. Index is adjusted such that the index value of that S&P U.S. Index at an instant just prior to a change in base capital equals the index value of that S&P U.S. Index at an instant immediately following that change.
Maintenance of the S&P U.S. Indices
Changes to index composition are made on an as-needed basis. There is no scheduled reconstitution. Rather, changes in response to corporate actions and market developments can be made at any time. Index additions and deletions are announced with at least three business days advance notice. Less than three business days’ notice may be given at the discretion of the S&P Dow Jones’s U.S. index committee.
Quarterly Update. Share counts are updated to the latest publicly available filings on a quarterly basis. IWF changes will only be made at the quarterly review if the change represents at least 5% of total current shares outstanding and is related to a single corporate action that did not qualify for the accelerated implementation rule, regardless of whether there is an associated share change.
Share/IWF Reference Date and Freeze Period. A reference date, after the market close five weeks prior to the third Friday in March, June, September and December, is the cutoff for publicly available information used for quarterly shares outstanding and IWF changes. All shares outstanding and ownership information contained in public filings and/or official sources dated on or before the reference date are included in that quarter’s update. In addition, there is a freeze period on a quarterly basis for any changes that result from the accelerated implementation rule. The freeze period begins after the market close on the Tuesday prior to the second Friday of each rebalancing month (i.e. March, June, September and December) and ends after the market close on the third Friday of the rebalancing month.
Pro-forma files for float-adjusted market capitalization indices are generally released after the market close on the first Friday, two weeks prior to the rebalancing effective date. For illustration purposes, if rebalancing pro-forma files are scheduled to be released on Friday, March 5, the share/IWF freeze period will begin after the close of trading on Tuesday, March 9, and will end after the close of trading the following Friday, March 19 (i.e. the third Friday of the rebalancing month).
During the share/IWF freeze period, shares and IWFs are not changed and the accelerated implementation rule is suspended, except for mandatory corporate action events (such as merger activity, stock splits, and rights offerings). The suspension includes all changes that qualify for accelerated implementation and would typically be announced or effective during the share/IWF freeze period. At the end of the freeze period, all suspended changes will be announced on the third Friday of the rebalancing month and implemented five business days after the quarterly rebalancing effective date.
Other Adjustments. In cases where there is no achievable market price for a stock being deleted, it can be removed at a zero or minimal price at the S&P Dow Jones’s U.S. index committee’s discretion.
The table below summarizes types of the treatment of certain corporate actions.
Type of Corporate Action |
Comments |
|---|---|
Company addition/deletion |
Addition. Companies are added at the float market capitalization weight. The net change to the market capitalization of the relevant S&P U.S. Index causes a divisor adjustment. Deletion. The weights of all stocks in the relevant S&P U.S. Index will proportionally change. Relative weights will stay the same. The index divisor will change due to the net change in the market capitalization of that S&P U.S. Index. |
Change in shares outstanding |
Increasing (decreasing) the shares outstanding increases (decreases) the market capitalization of the relevant S&P U.S. Index. The change to the market capitalization of that S&P U.S. Index causes a divisor adjustment. |
Split/reverse split |
Shares outstanding are adjusted by the split ratio. Stock price is adjusted by the split ratio. There is no change to the market capitalization of the relevant S&P U.S. Index and no divisor adjustment. |
Spin-off |
Generally, the spin-off is added to the relevant S&P U.S. Index on the ex-date at a price of zero and will remain in that S&P U.S. Index for at least one trading day. As a result, there will be no change to the index divisor on the ex-date. However, if the spin-off is ineligible for continued inclusion, it will be removed after the ex-date. The weight of the spin-off being deleted is reinvested across all the index components proportionally such that the relative weights of all index components are unchanged. The net change in the market capitalization of the relevant S&P U.S. Index will cause a divisor change. |
Change in IWF |
Increasing (decreasing) the IWF increases (decreases) the market capitalization of the relevant S&P U.S. Index. A net change to the market capitalization of that S&P U.S. Index causes a divisor adjustment. |
Ordinary dividend |
When a company pays an ordinary cash dividend, the relevant S&P U.S. Index does not make any adjustments to the price or shares of the stock. As a result, there are no divisor adjustments to that S&P U.S. Index. |
Special dividend |
The stock price is adjusted by the amount of the dividend. The net change to the market capitalization of the relevant S&P U.S. Index causes a divisor adjustment. |
Rights offering |
All rights offerings that are in the money on the ex-date are applied under the assumption that the rights are fully subscribed. The stock price is adjusted by the value of the rights and the shares outstanding are increased by the rights ratio. The net change in the market capitalization of the relevant S&P U.S. Index causes a divisor adjustment. |
Governance of the S&P U.S. Index
The S&P U.S. Indices are maintained by S&P Dow Jones’s U.S. index committee. All index committee members are full-time professional members of S&P Dow Jones’ staff. The index committee meets monthly. At each meeting, the index committee reviews pending corporate actions that may affect index constituents, statistics comparing the composition of the S&P U.S. Indices to the market, companies that are being considered as candidates for addition to an S&P U.S. Index and any significant market events. In addition, the index committee may revise index policy covering rules for selecting companies, treatment of dividends, share counts or other matters.
BACKGROUND ON THE SPDR® S&P 500® ETF Trust
All information contained in this pricing supplement regarding the SPDR® S&P 500® ETF Trust (the “SPY Fund”) has been derived from publicly available information, without independent verification. This information reflects the policies of, and is subject to change by, State Street Global Advisors Trust Company (“SSGA TC”), as trustee of the SPY Fund, and PDR Services LLC (“PDRS”), as sponsor of the SPY Fund. The SPY Fund is a unit investment trust that issues securities called “Units.” The SPY Fund trades on the NYSE Arca, Inc. under the ticker symbol “SPY.”
The SPY Fund seeks to provide investment results that, before expenses, correspond generally to the price and yield performance of the S&P 500® Index. For more information about the S&P 500® Index, please see “Background on the S&P 500® Index” in this document. The SPY Fund seeks to achieve its investment objective by holding a portfolio of common stocks that are included in the S&P 500® Index, with the weight of each stock in the portfolio substantially corresponding to the weight of that stock in the S&P 500® Index. At any time, the portfolio of the SPY Fund will consist of as many of the component stocks of the S&P 500® Index as is practicable. To maintain the correspondence between the composition and weightings of the stocks held by the SPY Fund and the component stocks of the S&P 500® Index, SSGA TC or its parent company, State Street Bank and Trust Company (“SSBT”) adjusts the portfolio of the SPY Fund from time to time to conform to periodic changes in the identity and/or relative weightings of the component stocks of the S&P 500® Index. SSGA TC or SSBT aggregates certain of these adjustments and makes changes to the portfolio of the SPY Fund at least monthly, or more frequently in the case of significant changes to the S&P 500® Index.
While the SPY Fund is intended to track the performance of the S&P 500® Index as closely as possible (i.e., to achieve a high degree of correlation with the S&P 500® Index), the return of the SPY Fund may not match or achieve a high degree of correlation with the return of the S&P 500® Index due to expenses and transaction costs incurred in adjusting the SPY Fund’s portfolio. In addition, it is possible that the SPY Fund may not always fully replicate the performance of the S&P 500® Index due to the unavailability of certain component stocks of the S&P 500® Index in the secondary market or due to other extraordinary circumstances (e.g., if trading in a security has been halted).
ANNEX B – PRIVACY NOTICE
The Company is a company created under the laws of the Cayman Islands.
The purpose of this document is to provide you with information on the Company’s use of your personal data in accordance with the Cayman Islands Data Protection Act (as amended) and, in respect of any EU data subjects, the EU General Data Protection Regulation (together, the “Data Protection Legislation”).
If you are an individual note holder, this will affect you directly. If you are an institutional note holder that provides us with personal data on individuals connected to you for any reason in relation to your investment with us, this will be relevant for those individuals and you should transmit this document to such individuals or otherwise advise them of its content.
Your personal data will be processed by the Company, and by persons engaged by the Company. Under the Data Protection Legislation, you have rights, and the Company has obligations, with respect to your personal data. The purpose of this notice is to explain how and why the Company, and persons engaged by the Company, will use, store, share and otherwise process your personal data. This notice also sets out your rights under the Data Protection Legislation, and how you may exercise them.
Your personal data
By virtue of becoming a note holder (including the initial application and ongoing interactions with the note holder and persons engaged by the note holder) or by virtue of you otherwise providing us with personal information on individuals connected with you as a note holder (for example directors, trustees, employees, representatives, shareholders, note holders, clients, beneficial owners or agents), you will provide us with certain personal information which constitutes personal data within the meaning of the Data Protection Legislation.
We may also obtain personal data on you from other publicly accessible directories and sources. These may include websites; bankruptcy registers; tax authorities; governmental agencies and departments, and regulatory authorities, to whom we have regulatory obligations; credit reference agencies; sanctions screening databases; and fraud prevention and detection agencies and organizations, including law enforcement.
This includes information relating to you and/or any individuals connected with you as a note holder in the Company such as: name, residential address, email address, contact details, corporate contact information, signature, nationality, place of birth, date of birth, tax identification, credit history, correspondence records, passport number, bank account details, source of funds details and details relating to your investment activity.
How the Company may use your personal data
The Company, as the data controller, may collect, store and use your personal data for purposes including the following.
The processing is necessary for the performance of a contract, including:
- administering or managing the Company;
- processing your application in the Company
- sending you statements relating to your investment;
- facilitating the continuation or termination of the contractual relationship between you and the Company; and
- facilitating the transfer of funds, and administering and facilitating any other transaction, between you and the Company.
The processing is necessary for compliance with applicable legal or regulatory obligations, including:
- undertaking investor due diligence including anti-money laundering and counter-terrorist financing checks, including verifying the identity and addresses of our investors (and, where applicable, their beneficial owners);
- sanctions screening and complying with applicable sanctions and embargo legislation;
- complying with requests from regulatory, governmental, tax and law enforcement authorities;
- surveillance and investigation activities;
- carrying out audit checks, and instructing our auditors;
- maintaining statutory registers; and
- preventing and detecting fraud.
In pursuance of our legitimate interests, or those of a third party to whom your personal data are disclosed, including:
- complying with a legal, tax, accounting or regulatory obligation to which we or the third party are subject;
- assessing and processing requests you make;
- sending updates, information and notices or otherwise corresponding with you in connection with your investment in the Company;
- investigating any complaints, or pursuing or defending any claims, proceedings or disputes;
- providing you with, and informing you about investment products and services;
- managing our risk and operations;
- complying with audit requirements;
- ensuring internal compliance with our policies and procedures;
- protecting the Company against fraud, breach of confidence or theft of proprietary materials;
- seeking professional advice, including legal advice;
- facilitating business asset transactions involving the Company or related entities;
- monitoring communications to/from us (where permitted by law); and
- protecting the security and integrity of our IT systems.
We will only process your personal data in pursuance of our legitimate interests where we have considered that the processing is necessary and, on balance, our legitimate interests are not overridden by your legitimate interests, rights or freedoms.
The Company continues to be a data controller even though it has engaged the [●] (the “Service Provider”) and other third parties to perform certain activities on the note holder’s behalf.
Sharing your personal data
We may share your personal data with our affiliates and delegates. In certain circumstances we may be legally obliged to share your personal data and other financial information with respect to your interest in the Company with relevant regulatory authorities such as the Cayman Islands Monetary Authority or the Tax Information Authority. They, in turn, may exchange this information with foreign authorities, including tax authorities and other applicable regulatory authorities.
The Company’s affiliates and delegates may process your personal data on the Company’s behalf, including with our banks, accountants, auditors and lawyers which may be data controllers in their own right. The Company’s services providers, such as the Service Provider, are generally processors acting on the instructions of the Company. Additionally, a service provider may use your personal data where this is necessary for compliance with a legal obligation to which it is directly subject (for example, to comply with applicable law in the area of anti-money laundering and counter terrorist financing or where mandated by a court order or regulatory sanction). The service provider, in respect of this specific use of personal data, may be deemed to be acting as a data controller.
In exceptional circumstances, we will share your Personal Data with regulatory, prosecuting and other governmental agencies or departments, and parties to litigation (whether pending or threatened) in any country or territory.
Sending your personal data internationally
Due to the international nature of our business, your personal data may be transferred to jurisdictions that do not offer equivalent protection of personal data as under the Data Protection Legislation. In such cases, we will process personal data or procure that it be processed in accordance with the requirements of the Data Protection Legislation, which may include having appropriate contractual undertakings in legal agreements with service providers who process personal data on our behalf.
Retention and deletion of your personal data
We will keep your personal data for as long as it is required by us. For example, we may require it for our legitimate business purposes, to perform our contractual obligations, or where law or regulation obliges us to. We will generally retain your personal data throughout the lifecycle of the investment you are involved in. Some personal data will be retained after your relationship with us ends. We expect to delete your personal data (at the latest) once there is no longer any legal or regulatory requirement or legitimate business purpose for retaining your personal data.
Automated decision-making
We will not take decisions producing legal effects concerning you, or otherwise significantly affecting you, based solely on automated processing of your personal data, unless we have considered the proposed processing in a particular case and concluded in writing that it meets the applicable requirements under the Data Protection Legislation.
Your rights
You have certain data protection rights, including the right to:
- be informed about the purposes for which your personal data are processed;
- access your personal data;
- stop direct marketing;
- restrict the processing of your personal data;
- have incomplete or inaccurate personal data corrected;
- ask us to stop processing your personal data;
- be informed of a personal data breach (unless the breach is unlikely to be prejudicial to you);
- complain to the Data Protection Ombudsman; and
- require us to delete your personal data in some limited circumstances.
Contact us
We are committed to processing your personal data lawfully and to respecting your data protection rights. Please contact us if you have any questions about this notice or the personal data we hold about you. Our contact details are: [●] marking your communication “Data Protection Enquiry”.