Indicative Termsheet
Until the Initial Fixing Date, the terms of this Term Sheet are indicative and may be
adjusted anytime. The Issuer is not obliged to issue the Product.
Contact: +41 43 311 27 40
Conversations are recorded. By calling this number,
we assume your consent to such recording is given.
[8.00]% p.a. Credit Linked Note on [Byfin Co. Ltd.]
Product Category: Product Type: SSPA Code: Offering Type: Exchange Listing
Investment Products with Credit Linked Notes 1400 Private Placement: CH Not Listed
additional credit risk
The product (the "Product") documented in this indicative Termsheet is considered a structured product in Switzerland pursuant to article 70 of the Swiss Financial Services
Act of 15 June 2018 (“FinSA”) and is neither subject to authorization nor supervision by the Swiss Financial Market Supervisory Authority FINMA ("FINMA"). The
Product does not constitute participation in a collective investment scheme within the meaning of the Collective Investment Schemes Act of 23 June 2006 ("CISA") and
Investors do not benefit from the specific investor protection provided under CISA. Investors bear the credit risk of the Borrower, the Issuer of the Product and, to the extent
a payment under the Guarantee Agreement shall be made according to its terms, the Loan Guarantor.
Investors should read the section "Risk Factors" of the Base Prospectus and the section "Significant Risks for Investors" of this indicative Termsheet. Investing in this
Product may put the invested capital at risk. Investors may lose some or all of its investment.
Even though translations of documents into other languages might be available, only the English version of the Pricing Supplement and the Base Prospectus of the relevant
Issuance and Offering Programme shall form the entire and legally binding documentation for this Product. This indicative Termsheet does not, and is not intended to,
constitute, or contain an offer or invitation to sell, and it is not soliciting offers to buy, the Product in any jurisdiction where such offer or sale is not permitted.
This indicative Termsheet constitutes a marketing document within the meaning of article 68 FinSA. It is provided for information and discussion purposes only.
Until the Initial Fixing Date, the terms of this document are indicative and may be adjusted at any time. The Issuer is not obliged to issue the Products.
Product Description
This Product is a Credit Linked Note, linked to a Loan Portfolio consisting of a Loan Agreement with [Byfin Co. Ltd.], a [corporate]
Borrower.
The holders of the Product will receive a Coupon as long as the Issuer did not exercise its Issuer Termination Right and as long as no
Loan Portfolio Event occured.
The Product will be redeemed upon the occurrence of a Loan Portfolio Event on the Loan Portfolio Event Redemption Date at the
Loan Portfolio Event Redemption Amount as the relevant termination or repayment amount that is paid to the Issuer according to the
terms of the Loan Agreement and the Guarantee Agreement, plus a Coupon Amount.
The Issuer has the option to early redeem the Product in full, on every Coupon Payment Datek, by exercising the Issuer Termination
Right. If the Issuer early redeems the investment, the Product will redeem at the Denomination plus the respective Coupon Amountk
and no more Coupons will be due after the Early Redemption Date.
It's important to note that this Product does not offer capital protection. Investors are exposed to the risk of the Borrower or the
Guarantor failing to pay their obligations to the Issuer under the Loan Agreement or the Guarantee Agreement, as applicable, as well
as to the credit risk of the Issuer of the Product. If a Loan Portfolio Event occurs, accrued and pending coupon payments might be
reduced or not paid at all. As a result, the total amount received by the Investor could be lower than the initial investment amount, and
potentially be zero under specific circumstances.
The Issuer has entered into a [Guarantee Agreement] with the Loan Guarantor. The Loan Guarantor guarantees for the repayment of
the loan amount
the loan amountand
or any
anyother
other cash
cash settlement
setttlement amount, in the
amount, in the event
eventof
ofthe
theBorrower’s
Borrower'sfailure
failuretotomake
makepayment
payment
of of
thethe loan
loan amount
amount or any
or any
other cash settlement amount in relation to the Loan Agreement for which the Guarantee Agreement was signed.
Description of the Loan Agreement
Borrower [Byfin Co. Ltd.]
Loan Guarantor [SBI Holdings Inc.]
Nominal Amount [USD 10’000’000.00]
Interest Rate [8.00% p.a.] [quarterly paid]
Maturity TBA/2024
Key covenants TBA
Credit Events Bankruptcy or Failure to Pay
Termination Full termination
Product Details
Security Codes
ISIN: TBA
Swiss Security Number: TBA
Issue Price USD 1’000.00
Denomination USD 1’000.00
Issue Size Up to 10’000 Product(s)
Settlement Currency USD
Dates
Initial Fixing Date TBA/2023
Issue Date TBA/2023
Last Trading Date TBA/2024
Final Fixing Date TBA/2024
Redemption Date In case no Loan Portfolio Event has occurred, the earlier of:
a) TBA/2024 (“Scheduled Redemption Date”)
b) in the case of an exercise of the Issuer Termination Right, the date specified as the Early
Redemption Date (“Early Redemption Date”) in the Issuer’s Termination Announcement
In case a Loan Portfolio Event during the Loan Portfolio Event Observation Period has occurred,
the Loan Portfolio Event Redemption Date
Any of these dates is subject to Settlement Disruption Event provisions.
Loan Portfolio Event Redemption The date falling ten Business Days after the date on which the Liquidation Amount has been
Date calculated by the Product Calculation Agent.
Loan Portfolio Event Observation The period from (and including) the Initial Fixing Date to (and including) the Final Fixing Date.
Period
Coupon Amount(s)
The Investor is entitled to receive from the Issuer per Product a Cash Settlement in the Settlement Currency in accordance with the
following provisions:
Scenario 1 In case no early redemption has occurred, the relevant Coupon Amountk on Coupon Payment
Datek.
Scenario 2 In case an early redemption occurs on Coupon Payment Datek, the current Coupon Amountk will
be payable to the Investor and no further Coupon Amountk will be payable thereafter.
Scenario 3 In case of a Loan Portfolio Event, the current Coupon Amountk will be payable for the period
from and including the last Coupon Payment Datek to the date of the Loan Portfolio Event, and
no further Coupon Amountk will be payable thereafter.
Coupon Amountk For each Coupon Payment Datek, an amount in the Settlement Currency calculated as follows and
as determined by the Product Calculation Agent:
Coupon Amountk = Denomination × Interest Rate × Day Count Fractionk
Day Count Fractionk Means the year fraction for the relevant Coupon Periodk for which Coupon Amountk is calculated,
as determined by the Product Calculation Agent and in accordance with the Day Count Fraction
and the Business Day Convention.
Coupon Payment Date(s)k [TBA] (k=1), […], [TBA].
Coupon Periodk Means each period from and including Coupon Payment Datek-1 to the date before the next,
Coupon Payment Datek during the term of the Product. The first Coupon Period1 (k=1) will
commence on, and include, the Issue Date, and the final Coupon Period k will end on the date
before the Scheduled Redemption Date or the Early Redemption Date, whichever is earlier.
Day Count Convention 30/360
1291 Issuer PCC Limited / Suite 6, Provident House, Havilland Street / GY1 2QE, St. Peter Port / Guernsey 2/6
Business Day Convention Following Unadjusted
Redemption
On the Redemption Date, the Investor is entitled to receive from the Issuer per Product, subject to an early redemption, a Cash
Settlement in the Settlement Currency equal to the Denomination. Moreover, should the conditions specified in the Coupon Amount(s)
section be met, the Investor will receive the respective Coupon Amount k.
Loan Portfolio Event A Loan Portfolio Event occurs if a repayment obligation of the Borrower under the Loan
Agreement becomes due and payable, subject to the terms and conditions of the Loan
Agreement, provided that such repayment obligation is not fully covered by the payments of the
Loan Guarantor under the Guarantee Agreement, or the occurrence of a Credit Event, if earlier.
Loan Portfolio Event Redemption The Liquidation Amount is expressed in the Settlement Currency and equals the relevant
Amount or the Liquidation termination or repayment amount that is paid to the Issuer according to the terms of the Loan
Amount Agreement and the Guarantee Agreement.
The Liquidation Amount will be calculated by the Product Calculation Agent in its sole and
absolute discretion. The Product Calculation Agent will publish the Liquidation Amount as soon
as it has been calculated according to the Programme.
The Liquidation Amount may be significantly lower than the Denomination or even be zero.
Issuer Termination Right The Issuer has an unconditional right to call all outstanding Products for early redemption (the
“Issuer Termination Right”) on each Coupon Payment Datek with a 10 Business Day (prior to the
respective Final Fixing Date) notice by announcement (the “Termination Announcement”) on the
Paying Agent’s website (www.cuglos.com), all in accordance with the General Terms and
Conditions of the Programme. The Termination Announcement will specify the Final Fixing
Date and the respective Early Redemption Date.
In case the Issuer Termination Right has been exercised, the Investor will receive the
Denomination plus the Coupon Amountk for the respective Early Redemption Date, and the
Product will be terminated. No further Coupon Amount will be payable to the Investor thereafter.
Description of the Issuer and Principal Parties
Issuer 1291 Issuer PCC Ltd., St Peter Port, Guernsey acting in respect and on behalf of its cell [TBA].
The Issuer is a special purpose vehicle and is not subject to any prudential supervision.
Issue and Paying Agent CAT Financial Products AG, Zurich, Switzerland
Product Administrator CAT Financial Products AG, Zurich, Switzerland
Product Calculation Agent CAT Financial Products AG, Zurich, Switzerland
General Information
Distribution Fee Up to [TBA% p.a.] (including VAT if any)
Listing/Exchange Not listed.
Secondary Market [TBA]
Latest price indications will be available on www.cuglos.com.
Quotation Type Secondary market prices are quoted per product.
Settlement Type Settlement in cash only (“Cash Settlement”).
Minimum Investment 1 Product(s)
Minimum Trading Lot 1 Product(s)
Clearing SIX SIS Ltd., Euroclear, Clearstream
Depository SIX SIS Ltd.
Offering Only to professional or institutional clients within the meaning of article 4 et seq. FinSA.
Form Uncertificated Security / Book-entry
Governing Law/Jurisdiction Swiss / Zurich
1291 Issuer PCC Limited / Suite 6, Provident House, Havilland Street / GY1 2QE, St. Peter Port / Guernsey 3/6
Taxation
Investors and prospective Investors are advised to consult with their Swiss or foreign tax advisers with respect to the Swiss or foreign
tax consequences of the purchase, ownership, disposition, lapse or exercise or redemption of a Product in light of their particular
circumstances. The Issuer and the Paying Agent hereby expressly exclude any liability in respect of any possible Swiss or foreign tax
consequences.
Prospects for Profit and Loss
This product falls under the category "Investment products with additional credit risk". The payout of the Product is directly linked to
the creditworthiness of the Borrower. The additional credit risk enables the Issuer to offer more favorable terms for the Investor.
Compared to other product categories, it is particularly important to observe not only the performance of the Loan Portfolio but also
the creditworthiness of the Borrower and the Loan Guarantor. An investment in such products is recommended if premature default in
respect of the Loan Portfolio and the Borrower as well as the Loan Guarantor under the Guarantee Agreement is considered extremely
unlikely. The solvency of the Borrower and the Loan Guarantor is therefore decisive. In contrast to an equity investment, the
Redemption is not affected by market volatility or the influence of bad news - as long as no Loan Portfolio Event occurs.
For more information on the features of this product, please refer to the sections "Product Description" and "Redemption".
Significant Risks for Investors
Prospective Investors should ensure that they fully understand the nature of this Product and the extent of their exposure to risks and
they should consider the suitability of this Product as an investment in the light of their own circumstances and financial condition.
Products involve a high degree of risk, including the potential risk of expiring worthless. Potential Investors should be prepared in
certain circumstances to sustain a total loss of the capital invested to purchase this Product as well as the transaction costs. Prospective
Investors shall consider the following exemplary selection of important risk factors and read the section "Risk Factors" of the Base
Prospectus for details on all other risk factors to be considered.
This is a structured product involving derivative components. Investors should make sure that their advisors have verified that this
Product is suitable for their portfolio taking into account the investor's financial situation, investment experience and investment
objectives.
The Conditions of the Product may be subject to adjustments during the lifetime of the Product as set out in the Base Prospectus.
Product Specific Risks: Investors may lose some or all of their investment as well as the transaction costs as they are fully exposed to
the performance of the Underlying. The Product does not confer any claim to receive rights and/or payments of the Underlying, such
as dividend payments, unless explicitly stated in the documentation governing the Product. Please refer to the Product Documentation
as regards the further Product specific risk factors to be taken into account.
Borrower risk: Investors are exposed to the credit risk of the Borrower. If the Borrower is not able to comply with the terms of the
Loan Agreement or becomes insolvent, a Loan Portfolio Event is likely to occur and investors could lose some or all of their
investment.
Loan Guarantor risk: Investors are exposed to the credit risk of the Loan Guarantor. If the Loan Guarantor is not able to comply with
the terms of the Guarantee Agreement or becomes insolvent, investors could lose some or all of their investment.
Issuer Risk: Investors are exposed to the credit risk of the Issuer. If the Issuer is not able to make a payment or becomes insolvent,
investors could lose some or all of their investment.
Market Risk: Market risk may have a negative impact on the value of and the return on an investment in the Product. Market risk is the
risk associated with the effect of changes in market factors such as interest and foreign exchange rates, equity and commodity prices,
credit spreads or implied volatilities, on the value of assets and liabilities held for both the short and long term. Market risk may also
lead to an early redemption of the Product (e.g. in the event of a hedging disruption).
Liquidity Risk: The Issuer or a third party appointed by the Issuer, intends to act as market maker in relation to the Product and it will
use commercially reasonable efforts to provide indicative bid and offer prices for the Product on a regular basis under normal market
conditions. However, such market maker does not have an obligation to provide prices for the Product. Liquidity of the Product in the
secondary market may be limited and an active trading market for the Product may not develop. Accordingly, investors may not be
able to sell their Product.
Currency Risk: If the investor's reference currency is different from the currency, in which the Product is settled, the investor bears the
currency risk between the two currencies. The fluctuations in exchange rates could have an adverse effect on the value of or return on
an investment in the Product, even if the redemption amount would otherwise provide for a positive return. If the Underlying are
calculated in a currency different from the Settlement Currency, the conversion into the Settlement Currency will be carried out at the
relevant exchange rate.
1291 Issuer PCC Limited / Suite 6, Provident House, Havilland Street / GY1 2QE, St. Peter Port / Guernsey 4/6
Early Termination and Reinvestment Risk: The Product may be redeemed prior to its maturity (be it by declaration of the Issuer or as a
result of certain events specified in the terms of the Product) and Investors must consider that in case of such an early redemption,
investors will not receive any further coupon payments after the occurrence of the early redemption and the early redemption amount
may be significantly below the issue / purchase price paid and the redemption amount payable at maturity. Investors may not be able to
reinvest the early redemption amount in a financial instrument with the same profit potential and additional transaction costs may be
incurred as a consequence of a reinvestment of the early redemption amount.
Conflict of Interests: The Issuer and the Principal Parties and/or any third party appointed by them, as the case may be, may from time
to time, as principal or agent, have positions in, or may buy or sell, or make a market as well as be active on both sides of the market at
the same time in any securities, currencies, financial instruments or other assets underlying the Product to which this document relates.
The Issuer’s and Principal Parties 's and/or the appointed third party's trading and/or hedging activities related to this Product may have
an impact on the price of the Component(s).
Remunerations to Third Parties: Depending on the circumstances the Issuer and/or the Principal Parties may sell this Product to
financial institutions or intermediaries at a discount to the Issue Price or reimburse a certain amount to such financial institutions or
intermediaries (reference is made to section “General Information” or “Fees” herein).
In addition, for certain services rendered by distribution partners and to increase quality and services relating to the Product, the Issuer
and/or the Principal Parties may from time to time pay trailer fees to such third parties.
Further information is available on request.
Tax Impact: There may be a tax impact on investing in the Product. The Issuer and the Principal Parties do not provide any tax
opinion. Any Investor should consult with its own tax advisor prior to investing in the Product. In addition, Investors should be aware
that taxation with respect to the Product and therefore, this Product may (adversely) change over the lifetime. In accordance with the
General Terms and Conditions the Issuer and the Principal Parties have the right, but not the duty, to withhold or deduct any such
taxes, duties, fees and/or charges.
Selling Restrictions
Neither this Termsheet nor any other marketing or offering material may be publicly distributed or otherwise be made publicly
available in Switzerland. This Product may be distributed in or from Switzerland only to professional or institutional clients within the
meaning of article 4 et seq. FinSA, as amended from time to time, and only marketing efforts commonly deployed for the market with
such a selected investors' universe may be used.
No action has been or will be taken to permit a public offering of the Product or possession or distribution of any offering material in
relation to the Product in any jurisdiction, where such action for that purpose is required. Consequently, any offer, sale or delivery of
the Product, or distribution or publication of any offering material relating to the Product, may only be made in or from any
jurisdiction in compliance with applicable laws and regulations not imposing any obligations on the Issuer or Principal Parties.
Possible limitations resulting from legal restrictions regarding cross-border communication and cross-border business concerning the
Product and related information remain reserved.
Most important jurisdictions where the Product may not be publicly distributed are Switzerland, Singapore, Hong Kong, Panama,
Liechtenstein, Dubai International Financial Centre, UK and European Economic Area.
The Product neither have been nor will be registered under the United States Securities Act of 1933, as amended (the "Securities Act")
and the Product may neither be offered nor sold 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).
Switzerland
The Product may not be offered, sold or advertised, directly or indirectly, in Switzerland to retail clients ( Privatkundinnen und -
kunden) within the meaning of FinSA ("Retail Clients''). The offering of the Product directly or indirectly, in Switzerland will only be
made to Investors classified as professional clients (professionelle Kunden) or institutional clients (institutionelle Kunden) as per
FinSA ("Professional or Institutional Clients''). No application has or will be made to admit the Product to trading on any trading
venue (exchange, multilateral trading facility) in Switzerland.
Singapore
This document has not been registered and will not be registered as a prospectus with the Monetary Authority of Singapore under the
Securities and Futures Act (Cap. 289) of Singapore ("SFA"). Accordingly, this document and any other document or material in
connection with the offer or sale, or invitation for subscription or purchase of this Product may not be circulated or distributed, nor
may this Product be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
to any person in Singapore other than to an institutional investor (as defined under Section 4 A of the SFA) pursuant to Section 274 of
the SFA or an accredited investor ( as defined under Section 4A of the SFA) pursuant to Section 275 of the SFA.
1291 Issuer PCC Limited / Suite 6, Provident House, Havilland Street / GY1 2QE, St. Peter Port / Guernsey 5/6
Hong Kong
This document has not been reviewed by the Securities and Futures Commission of Hong Kong, nor has a copy of it been registered by
the Registrar of Companies in Hong Kong.
The Issuer of the Products has represented and agreed that (i) it has not offered or sold and will not offer and sell such Products in
Hong Kong by means of any document, to any person other than to "professional investors" within the meaning of the Securities and
Futures Ordinance and any rules made under that Ordinance and (ii) it has not issued or had in its possession for the purposes of issue,
any advertisement, invitation or document relating to this Product, which is likely to be accessed or read by, the public in Hong Kong
(except if permitted to do so under the securities laws of Hong Kong).
Detailed information on Selling Restrictions is published in the Base Prospectus which is available on www.cuglos.com and can be
ordered free of charge from the Product Administrator.
Legal Notice / Disclaimer
Product Documentation: It is intended that the Product will be issued under a base prospectus ("Base Prospectus") as per article 45
FinSA approved by SIX Exchange Regulation AG ("SIX Exchange Regulation") in its capacity as Swiss Prospectus Office. Only the
Pricing Supplement, which will be available no later than on the Issue Date, together with the Base Prospectus dated 01 November
2022 containing all further relevant terms and conditions, shall form the entire and legally binding documentation for this Product
("Product Documentation"). The Pricing Supplement should always be read together with the Base Prospectus. Definitions used in the
Pricing Supplement, but not defined herein, shall have the meaning given to them in the Base Prospectus. Even though a translation
into other languages might be available, only the English version of the Pricing Supplement together with the Base Prospectus are
legally binding.
During the whole term of this Product, the Product Documentation can be ordered free of charge from the Product Administrator at
Tessinerplatz 7, 8002 Zurich, via telephone +41 43 311 27 40* or via e-mail (
[email protected]). Please note that all calls made to
numbers marked with an asterisk (*) are recorded. By calling such number, your consent to the recording is deemed given.
No Offer: This indicative Termsheet is provided for information purposes and does not constitute a recommendation, an offer or a
solicitation of an offer to buy financial products.
No Representation: The Issuer, Principal Parties and any third party appointed by them make no representation or warranty relating to
any information herein which is derived from independent sources.
1291 Issuer PCC Limited / Suite 6, Provident House, Havilland Street / GY1 2QE, St. Peter Port / Guernsey 6/6
