ENPC E31 DRIVER

The price of your notes in the secondary market, if any, at any time after issuance will vary based on many factors, including the level of the Index and changes in market conditions, and cannot be predicted with accuracy. Title of Each Class of Securities Offered. Those that re-incorporate to the U. A trading market is not expected to develop for the notes. No assurance can be given that the IRS or any court will agree with this characterization and tax treatment. You should consult your own tax advisor concerning the U. Total market capitalization is determined by multiplying total outstanding shares by the market price as of the rank day in May for those securities being considered at annual reconstitution.

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A trading market is not expected to develop for the notes. Private equity and venture capital firms are considered large private holders. You should understand the risks of investing in the notes and should reach an investment decision only after careful consideration, with your advisers, with respect to the notes in light of your particular financial and other circumstances and the information set forth in this term sheet and the accompanying rnpc supplement, prospectus supplement and prospectus.

You will have no rights of a holder of the securities represented by the Index, and you will not be entitled to receive securities or dividends or other distributions by issuers of those securities. Re-incorporations — Members of the Index that are re-incorporated to another country are analyzed for country assignment the following year during reconstitution, as long as they continue to trade in the U.

It illustrates the effect of a range of Ending Ebpc on the Redemption Amount per unit of the notes and the total rate of return to holders of the notes. However, if FTSE Russell determines that a company is being excluded from index membership solely on the basis of the minimum float requirement, FTSE Russell will use best available information found within SEC filings, filed on or before the rank day in May.

FTSE Russell will not apply poison pill rights or entitlements that give shareholders the right e3 purchase ineligible securities such as convertible debt. The average of the closing levels of the Index on each scheduled calculation day occurring during the Maturity Valuation Period. Halted Securities — Halted securities are not removed from the Index until the time they are actually delisted from the exchange.

Re-classifications of shares pricing vehicles — Primary share classes, or pricing vehicles, will not be assessed or changed outside of a reconstitution period unless the existing class ceases to exist.

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There are important differences between the notes and a conventional debt security, including different investment risks enc costs. The actual amount you receive and the resulting total rate of return will depend on the actual Starting Value, Threshold Value, Ending Value, and term of your investment.

Changes to shares outstanding — Changes to shares outstanding due to buybacks including Dutch Auctionssecondary offerings and other potential corporate activity are updated at the e13 of each month. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.

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Therefore, the number of securities in the Index will fluctuate according to corporate activity. Validity of the Notes. If a company files for Chapter 11 bankruptcy, it will not be delisted unless it is delisted from the primary exchange. All 2, stocks are traded on a major U. You should consult your own tax advisor epnc the U.

The actual Starting Value is 1, Redemption Amount Calculation Examples. If, however, the acquiring company is not a member, the target will be deleted from the Index after the action is final.

The price of your notes in the secondary market, if any, at any time after issuance will vary based on many factors, including the level of the Index and changes in market conditions, and cannot be predicted with accuracy. We have filed a r31 statement including a product supplement, a prospectus supplement, and a prospectus with the SEC for the offering to which this term sheet relates.

wnpc Spin-offs — Spin-offs will be valued using an estimate prior to ex-date. Share percentage is determined either by those shares held by an individual or a group of individuals acting together.

Reincorporations — Members of the Index that are reincorporated to another country are analyzed for country assignment the following year during reconstitution, as long as they continue to trade in the U.

The Ending Value is They can be especially effective in a flat to moderately positive market or, in the case of bearish investments, a flat to moderately negative market.

Small-size capitalization companies may be less able to withstand adverse economic, market, trade and competitive conditions relative to larger companies. The top five industry groups by market capitalization as of December 31, were: The stocks composing the Index are issued by companies with small-sized market capitalization.

The economic terms of the notes depend in part on the terms of the hedging arrangements. Before you invest, you should read the Note Prospectus, including this term sheet, for information about us and this offering.