Morgan Stanley B.V. (55PR) - Amendment of Trade Date RNS Number : 5312O Morgan Stanley B.V. 11 October 2012 Company name Morgan Stanley B.V. Headline Amendment of Trade Date Company Announcement Morgan Stanley B.V. (incorporated as a limited company in The Netherlands) Luna ArenA, Herikerbergweg 238, 1101 CM Amsterdam Zuidoost, The Netherlands (the "Issuer") Re: Morgan Stanley B.V. Certificates - Amendment of Trade Date The Issuer wishes to announce that the Trade Date of the following Securities has been amended pursuant to Condition 18.2 of the Base Prospectus. Effective Series Original New Trade Date Number Trade Date Date and ISIN Description and Initial Initial Valuation Valuation Date Date 11 October D1693 XS0799677264 Issue of 1,000,000 22 June 21 June 2012 2012 Certificates linked to 2012 shares of Marcopolo SA Save for the amendments indicated above, the Securities shall continue in full force and effect in accordance with their original terms. Morgan Stanley B. V. Amended and Restated Final Terms dated 11 October 2012 Series Number: D1693 Common Code: 079967726 Tranche: 1 ISIN: XS0799677264 Morgan Stanley B.V. Issue of 1,000,000 Share Securities (Certificates) linked to Marcopolo S.A. Guaranteed by Morgan Stanley under the Program for the Issuance of Notes, Certificates and Warrants The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a Relevant Member State) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Securities. Accordingly any person making or intending to make an offer in that Relevant Member State of the Securities may only do so in circumstances in which no obligation arises for the Issuer or any Distribution Agent to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Distribution Agent has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances. The expression Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU. PART A - CONTRACTUAL TERMS THE SECURITIES AND THE GUARANTEE IN RESPECT THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES MAY INCLUDE BEARER SECURITIES THAT ARE SUBJECT TO U.S. TAX LAW REQUIREMENTS. NEITHER THE ISSUER NOR THE GUARANTOR IS REGISTERED, OR WILL REGISTER, UNDER THE U.S INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). TRADING IN THE FUTURES HAS NOT BEEN APPROVED BY THE U.S. COMMODITY FUTURES TRADING COMMISSION UNDER THE U.S. COMMODITY EXCHANGE ACT, AS AMENDED. SUBJECT TO CERTAIN EXCEPTIONS, THE SECURITIES MAY NOT BE OFFERED OR SOLD OR, IN THE CASE OF BEARER SECURITIES, DELIVERED, WITHIN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OF, U.S. PERSONS (AS DEFINED IN EITHER REGULATION S UNDER THE SECURITIES ACT OR THE UNITED STATES INTERNAL REVENUE CODE OF 1986, AS AMENDED). SEE "SUBSCRIPTION AND SALE AND TRANSFER RESTRICTIONS" IN THE BASE PROSPECTUS. IN PURCHASING THE SECURITIES, PURCHASERS WILL BE DEEMED TO REPRESENT AND WARRANT THAT THEY ARE NEITHER LOCATED IN THE UNITED STATES NOR A U.S. PERSON AND THAT THEY ARE NOT PURCHASING FOR, OR FOR THE ACCOUNT OR BENEFIT OF, ANY SUCH PERSON. This document constitutes Final Terms relating to the issue of Securities described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 18 June 2012 which constitutes a base prospectus (the "Base Prospectus") for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area). This document constitutes the Final Terms of the Securities 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 Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus. The Base Prospectus is available for viewing at Deutsche Bank AG, London Branch, Winchester House, 1 Great Winchester Street, London EC2N 2DB, being the London office of the Fiscal Agent and also at the principal executive offices of Morgan Stanley and the registered office of the Issuer. Information Concerning Investment Risk Securityholders and prospective purchasers of Securities should ensure that they understand the nature of the Securities and the extent of their exposure to risk and that they consider the suitability of the Securities as an investment in the light of their own circumstances and financial condition. An investment in the Securities entails risks not associated with investments in a conventional debt security, such as described in section entitled "Risk Factors Relating to the Securities" on pages 27 to 35 of the Base Prospectus. The performance of the Underlying Share (as defined herein) will affect the nature and value of the investment return on the Securities. Securityholders and prospective purchasers of Securities should conduct their own investigations and, in deciding whether or not to purchase Securities, prospective purchasers should form their own views of the merits of an investment related to the Underlying based upon such investigations and not in reliance on any information given in these Final Terms or, if applicable, any listing document prepared in connection with the listing of the Securities. Given the highly specialised nature of these Securities, the Issuer, the Guarantor and the Distribution Agent consider that they are only suitable for sophisticated investors who are able to determine for themselves the risk of an investment linked to the Underlying and who are able to bear the loss of any amount invested. Consequently, if you are not such an investor you should not consider purchasing these Securities without taking detailed advice from a specialised professional adviser. Prospective purchasers should note the United States Taxation set out on pages 132 to 138 of the Base Prospectus. Prospective purchasers are hereby notified that sellers of the Securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. Morgan Stanley is not qualified to give legal, tax or accounting advice to its clients and does not purport to do so in this document. Clients are urged to seek the advice of their own professional advisers about the consequences of the proposals contained herein. US Treasury Circular 230 Notice - Morgan Stanley does not render advice on tax and tax accounting matters to its clients. This material was not intended or written to be used, and it cannot be used by any taxpayer, for the purpose of avoiding penalties that may be imposed on the taxpayer under U.S. federal tax laws. 1. (i) Morgan Stanley B.V. Issuer: (ii) Guarantor: Morgan Stanley 2. (i) D1693 Series Number: (ii) Tranche Number: 1 3. Type: Share Certificates 4. (i) 26 June 2012 Issue Date: (ii) Trade Date: 21 June 2012 5. Specified USD Currency or Currencies: 6. Aggregate Nominal Amount or number of Securities: (i) Series: 1,000,000 (ii) Tranche: 1,000,000 7. Nominal Amount Not Applicable per Security: 8. Issue Price: USD 3.92205 per Certificate PROVISIONS RELATING TO THE UNDERLYING, VALUATION AND ADJUSTMENTS 9. Underlying Marcopolo S.A. (BBG Code: POMO4 BZ) Share: 10. (i) The Expiration Date, subject to Condition 6 Valuation Date: (Exercise Rights, Termination and Cancellation) (ii) Initial 21 June 2012, which date shall be a Scheduled Valuation Date: Valuation Date for the purposes of Condition 9.1 (Disruption). 11. Averaging Date Not Applicable Disruption: 12. Valuation Time: As set out in the Conditions 13. Averaging Dates: Not Applicable 14. Exchange: The principal exchange or quotation system for trading in such Underlying, as determined by the Determination Agent. 15. Related Exchange: All Exchanges PROVISIONS RELATING TO DISTRIBUTION AMOUNT(S) (IF ANY) PAYABLE 16. Distribution Applicable Provisions: (i) Distribution Not Applicable Commencement Date: (ii) Distribution 3 (three) Business Days following the official Valuation Date(s): Record Date in respect of the Eligible Dividend, or as notified by the Issuer to the Securityholders from time to time, each a Record Date for the purpose of the relevant Distribution Amount. (iii) Distribution 5 (five) Business Days after the date when the Payment Date(s): Eligible Dividend of the Underlying is received by the Issuer or its relevant affiliate. (iv) Distribution The Net Amount of all distributions on the Amount(s): Underlying, as determined by the Determination Agent, where the Ex-Dividend Date for that dividend falls on a date within the Reference Period, net of any costs, local tax (to the extent not already reflected in the Cash Settlement Amount) or fees required to be deducted or paid in connection with the relevant dividend or on any hedging amount connected with the relevant dividend. Amounts will be calculated in USD based on the Spot FX rate as of the relevant dividend payment date. Where "Net Amount" means for (a) distributions qualifying as dividends for Brazilian tax purposes that are exempt from Brazilian withholding tax when paid to non-Brazilian investors, 100% of such distributions; and (b) for distributions that are subject to withholding tax when paid to non-Brazilian investors (e.g. distributions of interest on shareholders equity), the net amount of such dividends after deduction of such withholding tax. (v) Minimum Not Applicable Distribution Amount: (vi) Maximum Not Applicable Distribution Amount: (vii) Other terms If a Distribution Amount is paid in respect of relating to the payment of an Eligible Dividend and the Issuer of the Distribution Amounts: Underlying fails to pay that Eligible Dividend then the Cash Settlement Amount, or, as the case may be, the Early Cash Settlement Amount shall be reduced by the amount of the Distribution Amount so paid. (viii) Additional Not Applicable Outperformance Weighting: (ix) Net Yield 100.00 per cent. Weighting: (x) Outperformance Not Applicable Weighting: (xi) Additional Not Applicable Outperformance Period: (xii) Reference From but excluding the Initial Valuation Date Period: to and including the Valuation Date. (xiii) Extraordinary Not Applicable Dividend: (xiv) Relevant Applicable Deduction: (xv) Final Valuation As defined in Condition 2.1 Date: (xvi) Distribution For the purposes of Condition 8.2.2 the Record Record Date: Date is the Valuation Date. PROVISIONS RELATING TO EXERCISE, REDEMPTION AND TERMINATION 17. Exercise Applicable (i) Exercise Style: American style Securities (ii) Deemed Exercise: Applicable (iii) Call/Put: Not Applicable (iv) Exercise Date or Provided that the Exercise Notice is validly Potential Exercise Date(s): delivered in accordance with Condition 7 (Exercise Procedures) no less than 5 (five) Business Days prior to the proposed Exercise Date, the relevant Exercise Business Day falling in the Exercise Period as specified in the Exercise Notice. (v) Exercise Period From but excluding the Issue Date to and or Commencement Date: including the Expiration Date (which shall be deemed to be also the Final Valuation Date). (vi) Exercise Business Includes a Scheduled Trading Day and an Day: Exchange Business Day (vii) Latest Exercise 10:00 a.m. Brussels time (in the case of Time: Euroclear Bank), 11:00 a.m. Brussels time (if delivered by EUCLID) or 10:00 a.m. Luxembourg time (in the case of Clearstream, Luxembourg) (viii) Expiration Date: 21 June 2013 (ix) Minimum Exercise Not Applicable Amount: (x) Maximum Exercise Not Applicable Amount: (xi) Permitted Not Applicable Multiple: (xii) Cash Settlement An amount determined by the Determination Amount of each Security: Agent equal to the Reference Value as of the Valuation Time on the Valuation Date calculated in BRL and converted into USD at the Spot FX Rate on the Valuation Date, subject to any Relevant Deduction, Where: "Spot FX" means the spot BRL/USD foreign exchange rate on the relevant date as determined by the Determination Agent. For the avoidance of doubt, the Cash Settlement Amount will be reduced by an amount equal to any registration, exchange fees, taxes or other expenses reasonably incurred in connection with the acquisition, holding or disposition of a hedge position, in all cases converted into USD at the Spot FX rate as determined by the Determination Agent. (A) Reference Value: As set out in the Conditions (B) Strike Value (for Not Applicable Warrants only): (C) Settlement Value: Not Applicable (D) Hedging Applicable Realisation Price: (xiii) Cash Settlement 28 June 2013, provided that the Certificates Payment Date: are deemed to be exercised. Otherwise, 5 Business Days following the Valuation Date. (xiv) Maximum Cash Not Applicable Settlement Amount: (xv) Break Fee: Not Applicable (xvi) Break Fee Date: Not Applicable (xvii) Other terms None relating to the payment of Cash Settlement Amount: 18. Redemption: Not Applicable PROVISIONS RELATING TO EARLY TERMINATION AND DISRUPTION 19. Issuer's Call Applicable Option: (i) Optional As set out in the Conditions Termination Date (Call): (ii) Issuer Call Not less than 5 (five) Business Days. Notice Period: (iii) Optional As set out in the Conditions Termination Amount (Call): (iv) Break Fee: Not Applicable (v) Break Fee Date: Not Applicable (vi) Other terms None relating to the Issuer's Call Option: 20. Investor Put Not Applicable Option 21. Additional Change in Law, Hedging Disruption, Increased Disruption Event: Cost of Hedging, Loss of Stock Borrow shall apply. 22. Early Termination As set out in the Conditions Amount (if different from Condition 2): Other terms relating to early None termination: GENERAL PROVISIONS APPLICABLE TO THE SECURITIES 23. Form of Registered Securities: Securities: Restricted and Unrestricted Global Security, exchangeable for Individual Registered Instruments only in circumstances specified in the relevant Global Security. The Securities are not exchangeable for Bearer Securities. 24. Status of the As set out in the Conditions Guarantee: 25. Financial London, New York and Sao Paulo Centre(s): 26. Talons for future No Coupons or Receipts to be attached to Definitive Securities (and dates on which such Talons mature): 27. Renominalisation Not Applicable and reconventioning provisions: 28. Consolidation The provisions in Condition 19 (Further provisions: Issues) apply 29. Clearance System: Euroclear and Clearstream, Luxembourg 30. Determination Morgan Stanley & Co. International plc Agent: 31. Additional US Not Applicable Federal Tax Considerations: 32. Other final None terms: DISTRIBUTION 33. Method of Non-syndicated distribution: 34. If syndicated, Not Applicable names of Distribution Agents (i) Date of Not Applicable Subscription Agreement: (ii) Stabilising Not Applicable Manager(s) (if any): 35. If Morgan Stanley & Co. International plc non-syndicated, name of Distribution Agents: 36. Whether TEFRA D Not Applicable or TEFRA C rules applicable or TEFRA rules not applicable in the case of Bearer Securities: 37. Total commission Not Applicable and concession: 38. Non exempt Offer: Not Applicable 39. Additional Not Applicable selling restrictions: 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 Securities described herein pursuant to the Program for the Issuance of Notes, Certificates and Warrants by Morgan Stanley B.V. 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 AND ADMISSION TO TRADING (i) Listing: Irish Stock Exchange (ii) Admission to trading: Application is expected to be made for the Securities to be admitted to trading on or after the Issue Date with effect from the date of application. 2. RATINGS Credit ratings assigned to the The Securities to be issued Securities: have not been rated. 3. OPERATIONAL INFORMATION ISIN: XS0799677264 Common Code: 079967726 Any clearing system(s) other than Not Applicable Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme and The Depository Trust Company and the relevant identification number(s): Delivery: Delivery free of payment Names and addresses of additional Not Applicable Paying Agent(s) (if any): This announcement has been issued through the Companies Announcement Service of the Irish Stock Exchange. This information is provided by RNS The company news service from the London Stock Exchange END ISEBKDDKPBDDDKD -0- Oct/11/2012 15:03 GMT
Morgan Stanley B.V. 55PR Amendment of Trade Date
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