JPMorgan Chase Bank announces the placement of and adjusted issue price for additional cash settled exchangeable bonds into Ping An Insurance (Group) Company of China Limited due 2020

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933) OR IN OR INTO JAPAN, THE PEOPLE’S REPUBLIC OF CHINA, SWITZERLAND OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE PROHIBITED BY APPLICABLE LAW.

JPMorgan Chase Bank, N.A. (the “Issuer”) today announces the placement on 10 September 2018 of additional Cash Settled Exchangeable Bonds due 2020 (the “Bonds”) in aggregate principal amount of USD100 million. The Bonds will be consolidated with the USD350 million Zero Coupon Cash Settled Exchangeable Bonds due 2020 issued on 20 July 2018 (the “Original Bonds”) to form a single series. The Bonds are referable to H-shares of Ping An Insurance (Group) Company of China Limited (the “Shares”).

The Bonds will be issued on the same terms and conditions as the Original Bonds.

The issue price of the Bonds has now been set at 103.03% of the principal amount of the Bonds, as determined with reference to the volume weighted average price of a Share on 11 September 2018.

Settlement and delivery of the Bonds is expected to take place on 13 September 2018.

The net proceeds from the issuance of the Bonds will be used by the Issuer for its general corporate purposes (including hedging arrangements).

After consolidating with the Original Bonds to form a single series, the Bonds will then be listed and admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

The Bonds will be rated “Aa3” by Moody’s Investors Services, Inc. (“Moody’s”).

J.P. Morgan Securities plc acted as Sole Bookrunner and will be acting as Calculation Agent for the issuance.

The Issuer intends to enter into certain derivatives arrangements with the Sole Bookrunner to hedge the exposure to pay cash amounts upon any potential exercise of the exchange rights embedded in the Bonds and/or upon redemption. The Sole Bookrunner is party to certain existing derivative arrangements in relation to the Shares and may enter into further transactions to hedge its position, or adjust its hedging position under such arrangements, including transactions to be conducted during any averaging and valuation periods in relation to the Bonds. Such activity may impact the price or value of the Shares and the Bonds more generally, including without limitation during such averaging or valuation periods.

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