2009年9月22日星期二

Constellation notes leaflet

Structured Retail Notes Series 67, 68, 69 and 70
USD and HKD Callable Credit-Linked Notes
Interest rate as high as 8.3 p.a.
Leap for enticing
potential returns!

The Notes are not principal protected

Issuer: Constellation Investment Ltd.

For every HK$100,000 (or equivalent) of Notes successfully purchased you will receive one HK$100 gift coupon.#
Investment based on solid foundation of global institutions

The Notes are credit linked to a basket
of 8 renowned institutions:

Reference Entity Credit Rating^
Goldman Sachs AA- / Aa3 / AA-
Merrill Lynch AA- / Aa3 / AA-
Morgan Stanley A+ / Aa3 / AA-
Lehman Brothers A+ / A1 / A+
Bear Stearns Companies Inc. A+ / A1 /A+
Standard Chartered Bank A+ / A2 / A+
Macquarie Bank Ltd A / A2 / A+
Swire Pacific Limited A- / A3 / A-

The credit ratings shown above next to each reference entity are those applicable to the reference entity as of 2 February 2007, as published by Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. (“S&P”), Moody’s Investors Service, Inc. (“Moody’s”) and Fitch Ratings Ltd. (“Fitch”) respectively.

The reference obligation in respect of this reference entity is a subordinated obligation, which is subordinate in right of payment to its other senior and unsubordinated obligations. Upon a credit event, a Reference Entity’s subordinated obligation is likely to have a value which is substantially less than its senior and unsubordinated obligations, and therefore any credit event redemption amount is likely to be less than what would have been if the reference obligation was a senior and unsubordinated obligation. (As of 2 February 2007, the ratings for the reference obligation of Goldman Sachs are A+/A1/A+, Merrill Lynch are A+/A1/A+,Morgan Stanley are A/A1/A+, Lehman Brothers are A/A2/A, Bear Stearns Companies Inc. are A/A2/A, Standard Chartered Bank are A/A3/A and Macquarie Bank Ltd are A-/A3/N/A , from S&P, Moody’s and Fitch respectively. The Moody’s rating for the reference obligation of Standard Chartered Bank is provisional.)

Interest rate as high as 8.3% p.a. *, total potential return as high as 46.1%+*
Notes available in 5-year and 7-year tenors. Choose the one which best fits your own investment strategy

Quarterly interest payment*
Issue price fixed at 100% of principal amount regardless of market condition

The Notes are offered for a limited period only. Seize the investment opportunity, please contact our designated Distributors for details.
Remarks:
Interest rate for the seventh year for Series 67.
+ The sum of 7 years’ total potential interest for Series 67 Notes.

If a credit event occurs, or if the Issuer exercises the issuer’s call option or if * the Notes are otherwise redeemed early by the Issuer upon an event of default or for other reasons (for details, please refer to the Issue Prospectus),investors may not get all of the potential interest income. In order to receive interest payment, investors must hold the Notes (through custody arrangements as described in the Programme Prospectus dated 20 April 2006) on the relevant interest payment dates. Please refer to the Summary of Main Terms in the leaflet for the Notes and the Issue Prospectus for details of the interest rate applicable to each series of notes.

# Investors will receive a HK$100 PARKnSHOP gift coupon for every HK$100,000 (or equivalent) of Notes successfully purchased. For the avoidance of doubt, the amount of USD and HKD Notes successfully purchased by each investor shall be aggregated for the purpose of calculating the amount of gifts using the exchange rate of HK$7.8 per US$.

Terms and conditions apply. Please ask any Distributor for details relating to the gifts prior to purchasing the Notes. The gift coupon cannot be exchanged for cash and will not be replaced if lost. DBS Bank Ltd is not the merchant provider of the gift coupon and accepts no liability for the terms and conditions for using the gift coupon and/or the quality of goods and/or services provided by the merchant involved in this promotion. DBS Bank Ltd reserves the right to replace the offer of gift coupon with another offer of equivalent value without prior notice. If there are any disputes, DBS Bank Ltd retains the right to make the final decision.

Summary of Main Terms:
Issuer Constellation Investment Ltd.
Series
Structured Retail Notes Structured Retail Notes
Structured Retail Notes Structured Retail Notes

Series 67 Series 68
Series 69 Series 70

Interest rate1,2
In the first 6 years: 6.3% p.a. In the first 6 years: 5.6% p.a.
In the first 4 years: 5.6% p.a. In the first 4 years: 5.0% p.a.
p.a.
(payable quarterly in arrear)

In the subsequent In the subsequent
In the subsequent In the subsequent

1 year: 8.3% p.a. 1 year: 7.0% p.a.
1 year: 6.6% p.a. 1 year: 5.6% p.a.
Denomination
US$5,000 per Note HK$30,000 per Note
US$5,000 per Note HK$30,000 per Note

Minimum transfer One Note
amount / minimum
purchase amount
Issue price 100% of principal amount
Offer period
9:00am on 8 February 2007 to 4:30pm on 8 March 2007
(subject to early closure if a sufficient amount of the Notes are sold before this date, or extension to a date no later than 8 April 2007)


Issue date Expected to be 22 March 2007, but no later than 22 April 2007

Maturity date1
Expected to be 22 March 2014
(or, if applicable, such date as may be seven years following the issue date)
Expected to be 22 March 2012
(or, if applicable, such date as may be five years following the issue date)


“Bankruptcy” or “Failure to Pay” or “Restructuring” in respect of any of Credit event The Goldman Sachs Group Inc., Merrill Lynch & Co., Inc., Morgan Stanley, Lehman Brothers Holdings Inc., The Bear Stearns Companies Inc., Standard Chartered Bank, Macquarie Bank Limited and Swire Pacific Limited (For details relating to credit event, please refer to the section headed “What are our Notes” in Issue Prospectus) Redemption

If no credit event, early redemption event or event of default has occurred,
on relevant 100% of the principal amount of the Notes maturity date Redemption upon If a credit event has occurred, the credit event redemption amount will likely be credit event substantially less than the principal amount of the Notes Issuer’s

The Issuer has the right (but is not obliged) to redeem each Series of the Notes at 100% of the principal amount (in call option whole but not in part), together with accrued interest, on the interest payment dates scheduled to fall in March, June,
September and December of each year (from year 2 to maturity only but excluding the relevant maturity date).

The Notes will be secured by collateral and swap arrangements (as set out in the Issue Prospectus)

Collateral / Security
1. If a credit event occurs, or if the Issuer exercises the Issuer’s call option or if the Notes are otherwise redeemed early by the Issuer upon an event of default or for other reasons (for details, please refer to the Issue Prospectus), investors may not get all of the potential interest income.

2. In order to receive interest payment, investors must hold the Notes (through custody arrangements as described in the Programme Prospectus dated 20 April 2006) on the relevant interest payment dates. Risk Factors/Important Notice The Issuer of the Notes is Constellation Investment Ltd. (the “Company”). Certain text of this leaflet is extracted from the Issue Prospectus dated 8 February 2007. This leaflet is
issued by DBS Bank Ltd as Arranger for the Notes, who assumes responsibility for its issue and its contents.

This is a summary only of some of the principal features of the Notes. The Notes are not principal protected. Investments involve risks. You may lose all or part of your investment. You must carefully read the Issue Prospectus dated 8 February 2007 and the Programme Prospectus dated 20 April 2006 (as supplemented by the Addendum dated 23 August 2006 and the Further Addendum dated 2 November 2006, (together, the “Addenda”)) and any addendum to these documents together before deciding whether or not to invest in the Notes, and study in detail the matters and risks set out in the Programme Prospectus (as supplemented by the Addenda) and the Issue Prospectus, in particular the sections headed “How can I buy some Notes” and “Investment Risk”. The Programme Prospectus (as supplemented by the Addenda) and the Issue Prospectus and any addendum to these documents (which constitute our prospectuses) contain important information about the Company, the Notes and the programme under which the Notes are issued, which the Arranger has not attempted to summarise here. You should ensure you understand the nature of all the risks before investing in the Notes. Structured products such as the Notes are not suitable for inexperienced investors. If you are uncertain about the suitability of the Notes for your personal circumstances, you should consult your professional advisers. Ask any of the distributors for a copy of our prospectuses and whether any further addendum to any of such documents has been issued by us.

Secured nature of the Notes and Limited Recourse: Each series of notes will be secured by the Aaa and/or AAA rated (as at the issue date) securities purchased by the Company on the issue date with a principal amount equal or equivalent to the issue size of the relevant Notes and by certain swap arrangements entered into between the Company and DBS Bank Ltd as security for the Company’s payment and other obligations under the Notes. For each series of Notes, the Company’s obligations under the relevant swap arrangements and such series of Notes will be limited to the net proceeds of realisation of the collateral plus or minus the termination payments (if any) due to or payable by the Company under the relevant swap arrangements. No other assets of the Company will be available to meet any shortfall and no debt shall be owed by the Company in respect of such shortfall.

This leaflet is not a prospectus and does not, and is not intended to, constitute an offer of or an invitation to purchase or to induce an offer by any person to acquire or purchase or subscribe for or invest in the Notes anywhere. The offer of the Notes is made solely on the basis of the Issue Prospectus and the Programme Prospectus (as supplemented by the Addenda) together with any updating addendum or supplement which may be published by the end of the offer period and no application for the Notes would be accepted other than in accordance with the offering procedures set out in the Issue Prospectus. You cannot revoke your order for the Notes after you place your order, even though we have published and registered an updating addendum or supplement after you have placed your order for the Notes (unless we specify otherwise in the updating addendum or supplement).

The Securities and Futures Commission of Hong Kong (the “SFC”) has authorised the issue of this leaflet under section 105(1) of the Securities and Futures Ordinance. SFC authorisation does not imply the SFC’s endorsement or recommendation of the Notes referred to in this leaflet. The SFC takes no responsibility as to its contents.

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