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Amendment to Notes

25 Feb 2011 13:02

RNS Number : 8930B
JPMorgan Chase & Co
25 February 2011
 

Company: JPMorgan Chase & Co. (the "Issuer")Headline: Amendment to notes

 

 

25 February 2011

JPMorgan Chase & Co. Issue of EUR 250,000,000 Floating/CMS Linked Capped Rate Notes due March 2028 issued pursuant to U.S.$14,000,000,000 Structured Euro Medium Term Note Programme, ISIN: XS0348130518 (the "Notes")

 

We refer to the Final Terms in respect of the Notes dated 12 March 2008 (the "Final Terms") and the admission of the Notes to trading on the Irish Stock Exchange on 14 March 2008.

The Issuer wishes to announce that pursuant to the written agreement of all the holders of the Notes on 24 February 2011 (the "Effective Date") and with effect from and including the Effective Date, the Terms and Conditions of the Notes were amended and restated so as to be in the form set out in Annex I hereto.

Capitalised terms used but not defined herein shall have the meaning given to them in the Final Terms.

 

For further information, please contact:

 

Anthony Horan

Secretary

 

JPMorgan Chase Bank, National Association

Telephone number: +001 212 270 6000

Fax number: +001 646 534 3041

Email: anthony.horan@chase.com

ANNEX I

 

Second Amended and Restated Final Terms dated 24 February 2011

 

 

JPMORGAN CHASE & CO.

 

EUR 250,000,000 Floating/CMS Linked Capped Rate Notes due March 2028

issued pursuant to

 

U.S.$14,000,000,000

Structured Euro Medium Term Note Programme

 

SERIES NO: 2008-20

TRANCHE NO: 1

 

Issue Price: 100.00 per cent.

 

J.P.Morgan

 

 

PART A - CONTRACTUAL TERMS

 

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated January 14, 2008 and the supplements to the Base Prospectus dated January 22, 2008, February 14, 2008 and March 7, 2008 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplements to the Base Prospectus are available for viewing at www.ifrsa.ie and copies may be obtained from the offices of the Agent and Irish Paying Agent.

 

Reference herein to "Final Terms" shall be deemed to be references to the Final Terms, as amended and restated by these Second Amended and Restated Final Terms.

 

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 AS AMENDED (THE "SECURITIES ACT"). SUBJECT TO CERTAIN EXCEPTIONS, THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT ("REGULATION S")). THESE FINAL TERMS HAVE BEEN PREPARED BY THE ISSUER FOR USE IN CONNECTION WITH THE OFFER AND SALE OF THE NOTES OUTSIDE THE UNITED STATES TO NON-U.S. PERSONS IN RELIANCE ON REGULATION S. FOR A DESCRIPTION OF THESE AND CERTAIN FURTHER RESTRICTIONS ON OFFERS AND SALES OF THE NOTES AND DISTRIBUTION OF THESE FINAL TERMS AND THE BASE PROSPECTUS, SEE "SUBSCRIPTION AND SALE" IN THE BASE PROSPECTUS.

 

THE NOTES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE U.S. SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION IN THE UNITED STATES OR ANY OTHER U.S. REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OF NOTES OR THE ACCURACY OR THE ADEQUACY OF THESE FINAL TERMS OR THE BASE PROSPECTUS OR ANY SUPPLEMENTAL PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.

 

 

1.

Issuer:

JPMorgan Chase & Co.

 

2.

(i) Series Number:

2008-20

 

(ii) Tranche Number:

1

 

3.

Specified Currency or Currencies:

Euro ("EUR")

4.

Aggregate Nominal Amount of Notes admitted to trading:

 

(i) Series:

 

EUR 250,000,000

(ii) Tranche:

EUR 250,000,000

5.

(i) Issue Price:

100.00 per cent. of the Aggregate Nominal Amount

 

(ii) Net Proceeds:

EUR 250,000,000

6.

(i) Specified Denominations:

EUR 100,000

(ii) Calculation Amount:

Specified Denomination

7.

(i) Issue Date:

14 March 2008

(ii) Interest Commencement Date:

Issue Date

 

8.

Maturity Date:

14 March 2028 subject to adjustment in accordance with the Following Business Day Convention

9.

Interest Basis:

Floating Rate

(further particulars specified below)

10.

Redemption/Payment Basis:

Redemption at par

11.

Change of Interest or Redemption/Payment Basis:

From and including the Issue Date to but excluding 14 March 2011: 3 month EUR-EURIBOR-Reuters plus 0.45 per cent. per annum, Floating Rate.

 

From and including 14 March 2011 to but excluding the Maturity Date: 30 Year EUR-ISDA-EURIBOR Swap Rate - 11:00 minus 0.10 per cent. per annum, Floating Rate

 

(further particulars specified below)

12.

Put/Call Options:

Not Applicable

13.

(i) Status of the Notes:

Senior

 

(ii) Date Board approval for issuance of Notes obtained:

Not Applicable

 

 

14.

Method of distribution:

Non-syndicated

Provisions Relating to Interest (if any) Payable

15.

Fixed Rate Note Provisions

Not Applicable

16.

Floating Rate Note Provisions

Applicable

(i) Interest Period(s)/Specified Period(s):

The period from and including the Interest Commencement Date to but excluding the first Specified Interest Payment Date and each successive period from and including a Specified Interest Payment Date to but excluding the next succeeding Specified Interest Payment Date.

(ii) Specified Interest Payment Dates:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: Each 14 March, 14 June, 14 September and 14 December in each year from and including 14 June 2008 to and including 14 March 2011 subject to adjustment in accordance with the Business Day Convention set out below and there shall be an adjustment to the accrual of interest.

 

In respect of each Interest Period from and including the 14 March 2011 to but excluding the Maturity Date: Each 14 March in each year from and including 14 March 2012 to and including the Maturity Date subject to adjustment in accordance with the Business Day Convention set out below and there shall be no adjustment to the accrual of interest.

 

(iii) Business Day Convention:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011:

 

Modified Following Business Day Convention

 

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date:

 

Following Business Day Convention

 

 

(iv) Additional Business Centre(s):

TARGET2 and London

 

"TARGET2" means a day on which Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System which utilises a single shared platform and which was established on 19 November 2007, or any successor thereto is open.

 

(v) Manner in which the Rate(s) of Interest is/are to be determined:

ISDA Determination

(vi) Party responsible for calculating the Rate(s) of Interest and Interest Amount(s) (if not the Calculation Agent):

Not Applicable

(vii) Screen Rate Determination:

Not Applicable

(viii) ISDA Determination

Applicable

- Floating Rate Option:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: EUR-EURIBOR-Reuters

 

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: EUR-ISDA-EURIBOR Swap Rate - 11:00

 

- Designated Maturity:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: 3 months

 

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: 30 years

 

- Reset Date:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: Two TARGET2 Settlement Days prior to the start of each Interest Period

 

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: Two TARGET2 Settlement Days prior to the start of each Interest Period

(ix) Margin(s):

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011, plus 0.45 per cent. per annum

 

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date, minus 0.10 per cent. per annum

(x) Minimum Rate of Interest:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: Not Applicable

 

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: 0.00 per cent. per annum

(xi) Maximum Rate of Interest:

 

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: Not Applicable

 

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: 6.00 per cent. per annum

 

(xii) Day Count Fraction:

In respect of each Interest Period from and including the Issue Date to but excluding 14 March 2011: Actual/360, adjusted

 

In respect of each Interest Period from and including 14 March 2011 to but excluding the Maturity Date: 30/360, unadjusted

 

(xiii) Fall back provisions, rounding provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in the Conditions:

 

As set out in the Conditions

 

17.

Zero Coupon Note Provisions

Not Applicable

18.

Index Linked Interest Note/Other variable- linked interest Note Provisions

Not Applicable

19.

Dual Currency Note Provisions

Not Applicable

Provisions Relating to Redemption

20.

Issuer Call

Not Applicable

21.

Issuer Put

Not Applicable

22.

Final Redemption Amount of each Note

EUR 100,000 per Calculation Amount

23.

Early Redemption Amount

(i) Early Redemption Amount(s) of each Note payable on redemption for taxation reasons or on event of default (or in the case of Index Linked Redemption Notes, following an Index Adjustment Event in accordance with Condition 5(h)(iii) or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

As set out in the Conditions

(ii) Unmatured Coupons to become void upon early redemption (Bearer Notes only) (Condition 8):

Yes

24.

Index Linked Redemption Notes:

Not Applicable

 

25.

Credit Linked Notes

Not Applicable

 

Payments/Physical Delivery

26.

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

TARGET2 and London

27.

Physical Delivery

Not Applicable

 

General Provisions Applicable to the Notes

28.

Form of Notes:

Bearer Notes

Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for definitive Bearer Notes at the request of any holder or upon an Exchange Event, as set out in the Terms and Conditions

29.

Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):

Yes

 

30.

Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:

Not Applicable

31.

Details relating to Instalment Notes:

Not Applicable

32.

Redenomination, renominalisation and reconventioning provisions:

Not Applicable

33.

New Global Note

No

34.

Consolidation provisions:

Not Applicable

35.

Other final terms or special conditions:

Not Applicable

Distribution

36.

(i) If syndicated, names of Managers:

Not Applicable

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

Not Applicable

37.

If non-syndicated, name of Dealer:

J.P. Morgan Securities Ltd., 125 London Wall, London EC2Y 5AJ

38.

Whether TEFRA D rules applicable or TEFRA rules not applicable:

TEFRA D

39.

Additional selling restrictions:

Not Applicable

General

40.

Additional steps that may only be taken following approval by an Extraordinary Resolution in accordance with Condition 12:

Not Applicable

 

 

 

LISTING AND ADMISSION TO TRADING APPLICATION

 

These Final Terms comprise the Final Terms required for issue and admission to trading on the regulated market of the Irish Stock Exchange of the Notes described herein pursuant to the US$14,000,000,000 Structured Euro Medium Term Note Programme of JPMorgan Chase & Co.

 

 

RESPONSIBILITY

 

The Issuer accepts responsibility for the information contained in these Final Terms.

 

Signed on behalf of the Issuer:

 

By:

 

Duly authorised

 

 

PART B - OTHER INFORMATION

 

 

1. LISTING

(i) Listing:

Ireland

(ii) Admission to trading:

The Notes have been admitted to trading on the regulated market of the Irish Stock Exchange with effect from 14 March 2008.

(iii) Estimate of total expenses relating to admission to trading:

EUR 500

2. RATINGS

The Notes will not be rated

3. NOTIFICATION

Not Applicable

4. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in the section headed "Subscription and Sale" in the Base Prospectus so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

5. REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

(i) Reasons for the offer

See "Use of Proceeds" wording in Base Prospectus

(ii) Estimated net proceeds:

EUR 250,000,000

(iii) Estimated total expenses:

Not Applicable

6. YIELD

Not Applicable

7. PERFORMANCE OF INDEX/FORMULA/OTHER VARIABLE AND OTHER INFORMATION CONCERNING THE UNDERLYING

Not Applicable

8. PERFORMANCE OF RATE[S] OF EXCHANGE

Not Applicable

9. OPERATIONAL INFORMATION

(i) ISIN Code:

XS0348130518

(ii) Common Code:

034813051

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

Not Applicable

(iv) Delivery:

Delivery against payment

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

Not Applicable

(vi) Registrar:

Not Applicable

(vii) Intended to be held in a manner which would allow Eurosystem eligibility:

No

10. GENERAL

The aggregate nominal amount of Notes issued has been translated into U.S. dollars at the rate of 1.457, producing a sum of (for Notes not denominated in U.S. dollars):

US$364,250,000

 

ANY UNITED STATES PERSON (AS DEFINED IN THE INTERNAL REVENUE CODE OF THE UNITED STATES) WHO HOLDS THIS OBLIGATION WILL BE SUBJECT TO LIMITATIONS UNDER THE UNITED STATES INCOME TAX LAWS, INCLUDING THE LIMITATIONS PROVIDED IN SECTIONS 165(J) AND 1287(A) OF THE INTERNAL REVENUE CODE OF THE UNITED STATES.

 

 

 

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