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Morgan Stanley B.V. 55PR Amendment of Trade Date



  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
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