Microsoft word - final terms_ch0260315137_11112014.docx
FINAL TERMS
dated 11 November 2014
in connection with the Base Prospectus dated 23 June 2014
(as supplemented from time to time)
UBS AG, London Branch
(the London branch of UBS AG)
for the issue of
300 (indicative) UBS Gearing Certificates
ISIN CH0260315137
linked to shares
These final terms (the "
Final Terms") have been prepared for the purpose of Article 5 (4) of the
Prospectus Directive and provide additional information to the base prospectus dated 23 June 2014, as
supplemented from time to time (the "
Base Prospectus", together with the Final Terms, the
"
Prospectus") that was prepared in accordance with the Financial Instruments Trading Act (SFS
1991:980). Terms used herein shall be deemed to be defined as such for the purposes of the Conditions
(the "
Conditions") set forth in the Base Prospectus.
These Final Terms must be read in conjunction with the Base Prospectus, including all
information incorporated by reference therein and any supplement(s) thereto. 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, as supplemented from time to time. However, a
summary of the individual issue of the Securities is annexed to these Final Terms. The Base Prospectus, any
supplement to the Base Prospectus and these Final Terms are available for viewing at
www.ubs.com/keyinvest or a successor address. Copies may be obtained during normal business hours at
the registered offices of the Issuer.
TABLE OF CONTENTS
OVERVIEW ON THE SECURITY STRUCTURE
PART A – PRODUCT TERMS
PART B – OFFERING AND SALE
I. Offering for Sale and Issue Price
II. Subscription, Purchase and Delivery of the Securities
PART C – OTHER INFORMATION
I. Listing and Trading
II. Commissions paid by the Issuer
III. Rating
IV. Consent to Use of Prospectus
V. Indication of Yield
VI. Other information about the Securities
PART D – COUNTRY SPECIFIC INFORMATION
PART E – INFORMATION ABOUT THE UNDERLYING
ANNEX TO THE FINAL TERMS: ISSUE SPECIFIC SUMMARY
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
OVERVIEW ON THE SECURITY STRUCTURE
UBS Gearing Securities
UBS Gearing Securities allow Securityholders to participate in the positive development of the
Underlying(s). Conversely, Securityholders in UBS Gearing Securities may also participate in the negative
development of the Underlying(s), as the UBS Gearing Securities may provide downside risk potential as
specified in the applicable Product Terms. UBS Gearing Securities may also allow Securityholders to
participate in the positive development of the Underlying relative to another Underlying. Conversely,
Securityholders in UBS Gearing Securities may participate in the negative development of the Underlying
relative to another Underlying.
Securityholders receive on the Maturity Date a Redemption Amount in the Redemption Currency, the
amount of which depends on the Reference Price or the Settlement Price of the Underlying(s), as specified
in the relevant Product Terms. The Redemption Amount is typically calculated by multiplying the Nominal
Amount or such other amount as specified in the applicable Product Terms with the relevant performance
of the Underlying(s), thereafter multiplied by the Participation Factor, the Leverage Factor or the
Multiplier, but may also take other factors into account, as specified in the applicable Product Terms.
The Redemption Amount may be determined by reference to the performance of one or more
Underlying(s), as specified in the relevant Product Terms.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
PART A – PRODUCT TERMS
The following "
Product Terms" of the Securities shall, for the relevant Securities, complete and put in
concrete terms the General Conditions for the purposes of such Securities. A version of these Product
Terms as completed and put in concrete terms for the specific issue will be contained in the applicable
Final Terms and must be read in conjunction with the General Conditions.
The Product Terms are composed of
Key Terms and Definitions of the Securities
Special Conditions of the Securities
Product Terms and General Conditions together constitute the "
Conditions" of the relevant Securities.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Part 1: Product Terms: Key Terms and Definitions of the Securities
The Securities use the following definitions and have, subject to an adjustment according to the
Conditions of the Securities, the following key terms, both as described below in alphabetical order. The
following does not represent a comprehensive description of the Securities, and is subject to and should
be read in conjunction with the Conditions of the Securities. The following use of the symbol "*" in the
Key Terms and Definitions of the Securities indicates that the relevant determination will be made by the
Calculation Agent or the Issuer, as the case may be, and will be published without undue delay thereafter
in accordance with the applicable legal requirements of the relevant jurisdiction.
A.
Additional Termination Additional Termination Event means in relation to a share used as the
Underlying any of the following events:
The Issuer obtains knowledge about the intention to discontinue
permanently the quotation of the shares of the Company on the
Relevant Exchange due to a merger or a new company formation,
due to a transformation of the Company into a legal form without
shares, or due to any other comparable reason, in particular as a
result of a delisting of the Company.
insolvency proceeding or any other similar proceeding under
the jurisdiction applicable to and governing the Company is
initiated with respect to the assets of the Company.
shares of the Company, which in the Issuer's
opinion, results in a significant impact on the liquidity of such
shares in the market.
Offer to the shareholders of the Company pursuant to the German Stock Corporation Act (
Aktiengesetz), the German Law regulating the Transformation of Companies (
Umwandlungsgesetz) or any other similar proceeding under the jurisdiction applicable to and
governing the Company to convert existing shares of the Company
to cash settlement, to Securities other than shares or rights, which
are not quoted on a stock exchange and/or in a trading system.
Banking Day:
The Banking Day means each day on which the banks in Oslo, Norway, are
open for business and the Clearing System settles securities dealings.
CA Rules:
CA Rules means (i) the Norway Securities Register Act (Lov av 5. juli 2002
nr. 64 om registrering av finansielle instrumenter) as well as (ii) any
regulation and operating procedure applicable to and/or issued by the
Clearing System.
Clearing System:
Clearing System means VPS ASA, P.O. Box 4, NO-0051 Oslo, Norway, in its
capacity as central securities depository under the Norway Securities
Register Act (Lov av 5. Juli 2002 nr. 64 om registrering av finansielle
instrumenter) or any successor in this capacity.
Expiration Date:
The Expiration Date means 11 December 2017.
Fixing Date:
The Fixing Date means 11 December 2014.
If this day is not an Underlying Calculation Date in relation to an
Underlying(i) the immediately succeeding Underlying Calculation Date is
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
deemed to be the Fixing Date in relation to all Underlyings.
In the case of abbreviation or extension of the Subscription Period the
Fixing Date may be changed accordingly.
Fixing Time:
The Fixing Time equals the time of the official determination of the closing
price of the respective Underlying(i).
Governing Law:
German law governed Securities. Any reference to reasonable discretion in
the Conditions shall be construed as references to reasonable discretion in
accordance with § 315 BGB or §§ 315, 317 BGB, as the case may be.
Initial Payment Date:
The Initial Payment Date means 29 December 2014.
In the case of abbreviation or extension of the Subscription Period the
Initial Payment Date may be changed accordingly.
Issue Date:
The Issue Date means 29 December 2014.
In the case of abbreviation or extension of the Subscription Period the Issue
Date may be changed accordingly.
The Issuer means UBS AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland,
and Aeschenvorstadt 1, 4051 Basel, Switzerland, acting through its London
Branch, 1 Finsbury Avenue, London EC2M 2PP, United Kingdom.
Manager:
The Manager means UBS Limited, 1 Finsbury Avenue, London EC2M 2PP,
Maturity Date:
The Maturity Date means the tenth Banking Day (i) after the final Valuation
Date, and (ii) in the case of a Termination by the Issuer in accordance with
§ 8 of the Conditions of the Securities, after the Termination Date.
Minimum Trading Size:
The Minimum Trading Size equals 1 Security.
Nominal Amount:
The Nominal Amount per Security equals NOK 100,000.00.
Observation Date:
The Observation Date means each 11th day of a calendar month, beginning
on 12 June 2017 (including) (Observation Date(i=1)) and ending on the
Expiration Date (including) (Observation Date(i=7)).
The term "Observation Date" shall also refer to all Observation Dates(i=1) to (i=7).
If one of these days is not an Underlying Calculation Date in relation to an
Underlying(i), the immediately succeeding Underlying Calculation Date is
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
deemed to be the relevant Observation Date in relation to all Underlyings.
Participation Factor:
The Participation Factor equals 100 % (indicative).
The Participation Factor will be fixed on the Fixing Date.
*
Paying Agent:
The Paying Agent means UBS Limited c/o UBS
Bockenheimer Landstrasse 2–4, 60306 Frankfurt am Main, Federal Republic
of Germany. The term "Paying Agent" shall also refer to all Paying Agents
including the Principal Paying Agent.
Price of the Underlying:
The Price of the Underlying means the official closing price of the
Underlying(i) as determined on the Relevant Exchange.
Principal Paying Agent:
The Principal Paying Agent means UBS Limited c/o UBS Deutschland AG,
Bockenheimer Landstrasse 2-4, 60306 Frankfurt am Main, Federal Republic
The Redemption Currency means Norwegian Krona ("
NOK").
Relevant Exchange:
The Relevant Exchange means New York Stock Exchange.
Relevant Futures and The Relevant Futures and Options Exchange means the futures and options
Options Exchange:
exchange(s), on which futures and option contracts on the Underlying are
primarily traded, as determined by the Calculation Agent.
Securities:
Securities means the UBS Gearing Certificates issued by the Issuer in the
Issue Size with the following product features:
Participation Factor:
Multiplication Factor:
Reverse Structure:
Express Structure:
Thresholds / Limits:
Relevant Underlying:
Physical Delivery:
Stop Loss / Knock Out:
Currency Conversion:
Capital Protection:
No pre-defined term:
Minimum Exercise Size:
Securityholder's Termination
Consideration of Components:
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Issuer's Call Right
Investor's Put Right
The Securities are being issued in uncertificated and dematerialised form to
be registered in book-entry form at the Clearing System (also the
"
Norwegian Securities") and will not be represented by definitive
Security Identification
ISIN: CH0260315137, Valor: 26031513
Settlement Cycle:
The Settlement Cycle means the number of business days following a trade
in the Underlying on the Relevant Exchange in which settlement will
customarily occur according to the rules of the Relevant Exchange.
Settlement Price:
The Settlement Price of the Underlying(i) equals the arithmetical average of
the Prices of the Underlying(i) on each of the Observation Dates(i) as
determined by the Calculation Agent at the Valuation Time (one (1) unit of
the Underlying Currency equals one (1) unit NOK, "
Quanto NOK").
The Strike of the Underlying(i) equals the Price of the respective Underlying(i)
at the Fixing Time on the Fixing Date (one (1) unit of the Underlying
Currency equals one (1) unit NOK, "
Quanto NOK").
The Strike of the Underlying(i) will be fixed at the Fixing Time on the Fixing Date.
*
Term of the Securities:
The Term of the Securities means the period, commencing on the Issue
Date and ending on the Expiration Date at the Valuation Time.
Termination Amount:
The Termination Amount equals an amount in the Redemption Currency,
which is determined by the Calculation Agent at its reasonable discretion
and considering the then prevailing Price of the Underlying as the fair
market price of a Security at the occurrence of the termination of the
The Underlying(i=1)
equals the share of McDonald's
(ISIN US5801351017, Bloomberg: MCD UN),
the Underlying(i=2) equals the share of The Procter & Gamble Company
(ISIN US7427181091, Bloomberg: PG UN),
the Underlying(i=3) equals the share of AT&T Inc. (ISIN US00206R1023,
Bloomberg: T UN),
the Underlying(i=4) equals the share of Wal-Mart
(ISIN US9311421039, Bloomberg: WMT UN),
the Underlying(i=5) equals the share of Johnson
(ISIN US4781601046, Bloomberg: JNJ UN),
the Underlying(i=6) equals the share of The
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
(ISIN US1912161007, Bloomberg: KO UN),
the Underlying(i=7) equals the share of Kellogg
(ISIN US4878361082, Bloomberg: K UN),
the Underlying(i=8) equals the share of Kimberly-Clark Corporation
(ISIN US4943681035, Bloomberg: KMB UN),
the Underlying(i=9) equals the share of Colgate-Palmolive
(ISIN US1941621039, Bloomberg: CL UN), and
the Underlying(i=10) equals the share of General
(ISIN US3703341046, Bloomberg: GIS UN).
The term "Underlying" shall also refer to all Underlyings(i=1) to (i=10).
To avoid currency fluctuations in relation to the respective Underlying(i) that
is denominated in a currency other than the Redemption Currency, the
Price of the Underlying is expressed on a quanto NOK basis, i.e. the
currency relating to the Underlying is considered according to amount as a
NOK price without conversion in relation to the Price of the Underlying or
the Settlement Price (one (1) unit of the Underlying Currency equals one (1)
unit NOK, "
Quanto NOK").
Underlying Calculation
The Underlying Calculation Date means each day, on which the Relevant
Exchange is open for trading and the Price of the Underlying is determined
in accordance with the relevant rules.
Underlying Currency:
The Underlying Currency in relation to each Underlying(i) means US Dollar
("
USD").
One (1) unit of the Underlying Currency equals one (1) unit NOK, "
Quanto
Valuation Date:
The Valuation Date means the relevant Observation Date(i).
Valuation Time:
The Valuation Time equals the time of official determination of the closing
price of the respective Underlying(i).
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Part 2: Product Terms: Special Conditions of the Securities
Security Right
(1) Security Right of the Securityholders
The Issuer hereby warrants to the Securityholder (§ 4 (2)) of each (1) Security relating to the Price of
the Underlyings in accordance with these Conditions that such Securityholder shall have the right
(the "
Security Right") to receive the Settlement Amount (§ 1 (2)) commercially rounded to two
decimal places (the "
Redemption Amount").
(2) Settlement Amount
"
Settlement Amount" will be determined as follows:
Nominal Amount x Participation Factor x Performance
where the "
Performance" is calculated in accordance with the following formula:
Where:
"
Settlement Price(i)" equals the Settlement Price of the Underlying(i), and
"
Strike(i)" equals the Strike of the Underlying(i).
(3) Determinations and Calculations in connection with the Security Right
Any determination and calculation in connection with the Security Right, in particular the calculation
of the Redemption Amount, will be made by the Calculation Agent (§ 12). Determinations and
calculations made in this respect by the Calculation Agent shall (save in the case of manifest error) be
final, conclusive and binding on the Issuer and the Securityholders.
(
Intentionally left blank)
(
Intentionally left blank)
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
PART B – OFFERING AND SALE
I. Offering for Sale and Issue Price
Offering for Sale and Issue Price:
The UBS Gearing Certificates (the "
Securities", and each a
"
Security") are issued by the Issuer in the Issue Size.
It has been agreed that, on or after the respective Issue Date of
the Securities, the Manager may purchase Securities and shall
place the Securities for sale at the Issue Price under terms
subject to change in the Public Offer Jurisdictions (as defined in
"IV. Consent to Use of Prospectus" below).
The Issue Price was fixed at the Start of the public offer of the
Securities (as defined in "II. Subscription, Purchase and Delivery
of the Securities" below). After closing of the Subscription
Period (as defined in "II. Subscription, Purchase and Delivery of
the Securities" below) the selling price will then be adjusted on
a continual basis to reflect the prevailing market situation.
The Manager shall be responsible for coordinating the entire
Securities offering.
Issue Size:
The Issue Size means 300 Securities (indicative).
The Issue Size will be fixed at the end of the Subscription
Aggregate Amount of the Issue:
Issue Price x Issue Size.
Issue Date:
The Issue Date means 29 December 2014.
In the case of abbreviation or extension of the Subscription
Period the Issue Date may be changed accordingly.
Issue Price:
The Issue Price equals NOK 10,500.00.
Manager:
The Manager means UBS Limited, 1 Finsbury Avenue, London
EC2M 2PP, United Kingdom.
Type and form of the Securities:
Clearing system:
VPS ASA, Postboks 4, NO-0051 Oslo, Norway
ISIN-code:
The Securities have the following ISIN: CH0260315137.
Currency:
The currency of the Securities is Norwegian Krona ("
NOK").
Conflicting Interests:
Save for the Manager regarding its fees, as far as the Issuer is
aware, no person involved in the issue of the Securities has an
interest material to the offer.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
II. Subscription, Purchase and Delivery of the Securities
Subscription, Purchase and
The Securities may be subscribed from the Manager during
Delivery of the Securities:
normal banking hours during the Subscription Period. The Issue
Price per Security is payable on the Initial Payment Date.
The Issuer reserves the right to earlier close or to extend the
Subscription Period if market conditions so require.
After the Initial Payment Date, the appropriate number of
Securities shall be credited to the investor's account in
accordance with the rules of the corresponding Clearing System.
If the Subscription Period is shortened or extended, the Initial
Payment Date
may also be brought forward or postponed.
Subscription Period:
11 November 2014 until 5 December 2014 (17:30 hrs local time
The Issuer reserves the right to earlier close or to extend the
Subscription Period by giving notice to the investors if market
conditions so require.
Start of the public offer of the 11 November 2014 in Norway
Securities:
Initial Payment Date:
The Initial Payment Date means 29 December 2014.
In the case of abbreviation or extension of the Subscription
Period the Initial Payment Date may be changed accordingly.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
PART C – OTHER INFORMATION
I. Listing and Trading
Listing and Trading
It is not intended to apply for inclusion of the Securities to trading
on a securities exchange.
II. Commissions paid by the Issuer
Commissions paid by the Issuer The Issuer may grant sales and recurring commissions to
distributors related to the amount/number of placed or sold
Securities as indicated in (i) to (iv). Sales commissions are paid out
of the issue proceeds as a one-off payment; alternatively the Issuer
may grant an agio on the issue price (excl. the offering premium)
to the distributor. Recurring commissions are paid regularly
depending on the respective securities volume. If UBS acts as Issuer
and distributor the relevant commissions are internally booked in
favour of the distributing organisational unit.
(i) Underwriting and/or
placing fee:
(ii) Selling commission:
(iii) Listing Commission:
(iv) Other:
Fee of up to 2.50 %, paid upfront.
III. Rating
Ratings:
The Securities have not been rated.
IV. Consent to Use of Prospectus
The Issuer consents to the use of the Base Prospectus together with the relevant Final Terms in
connection with a public offer (a "
Public Offer") of any relevant Securities by any financial intermediary
which is authorised to make such offers under the Markets in Financial Instruments Directive (Directive
2004/39/EC) (each an "
Authorised Offeror") on the following basis:
the relevant Public Offer must occur during the Offer Period specified below;
the relevant Public Offer may only be made in a Public Offer Jurisdiction specified below;
the relevant Authorised Offeror must be authorised to make such offers in the relevant Public
Offer Jurisdiction under the Markets in Financial Instruments Directive (Directive 2004/39/EC) and
if any Authorised Offeror ceases to be so authorised then the above consent of the Issuer shall
thereupon terminate.
Offer Period:
Subscription Period (as defined in "II. Subscription, Purchase and
Delivery of the Securities" above)
Public Offer Jurisdiction:
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
V. Indication of Yield
Yield:
VI. Other information about the Securities
The issuance of Securities under the Base Prospectus from time to
time has been authorised by applicable corporate authorisations.
Procedure for redemption of As specified in § 1 of the Conditions of the Securities Part 2:
Securities:
Product Terms: Special Conditions of the Securities of these Final
Disturbing events that affect the As specified in § 11 of the General Conditions of the Securities of
the Base Prospectus dated 23 June 2014.
Adjustment rules for taking into As specified in § 6 (b) of the General Conditions of the Securities
account events that affect the of the Base Prospectus dated 23 June 2014.
Explanation of how the
As specified in the section OVERVIEW ON THE SECURITY
Underlyings affect the Securities: STRUCTURE of these Final Terms.
Paying Agent:
The Paying Agent means UBS Limited c/o UBS Deutschland AG,
Bockenheimer Landstrasse 2–4, 60306 Frankfurt am Main, Federal
Republic of Germany. The term "Paying Agent" shall also refer to
all Paying Agents including the Principal Paying Agent.
Calculation Agent:
UBS AG, Bahnhofstrasse 45, 8001 Zurich, Switzerland, and
Aeschenvorstadt 1, 4051 Basle, Switzerland, acting through its
London Branch, 1 Finsbury Avenue, London EC2M 2PP, United
Information from third parties:
Applicable, where the Final Terms contain information obtained
from third parties, such information was reproduced accurately,
and to the best knowledge of the Issuer - as far as it is able to
ascertain from information provided or published by such third
party - no facts have been omitted which would render the
reproduced information inaccurate or misleading.
Information after the Issue Date: The Issuer does not intend to give information about the Securities
after the Issue Date.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
PART D – COUNTRY SPECIFIC INFORMATION
Additional Paying Agent(s) (if
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
PART E – INFORMATION ABOUT THE UNDERLYING
McDonald's Corporation (ISIN US5801351017)
McDonald's Corporation operates and franchises fast-food restaurants worldwide. The company's
franchised and company operated fast food restaurants offer a variety of low price fast foods in locations
around the world.
Further information as well as information about the past and the further performance and the volatility
of the Underlying can be obtained from the internet page www.mcdonalds.com.
The Procter & Gamble Company (ISIN US7427181091)
The Procter & Gamble Company manufactures and markets consumer products in countries throughout
the world. The company provides products in the laundry and cleaning, paper, beauty care, food and
beverage, and health care segments. The company's products are sold primarily through mass
merchandisers, grocery stores, membership club stores, drug stores, and neighborhood stores.
Further information as well as information about the past and the further performance and the volatility
of the Underlying can be obtained from the internet page www.pg.com.
AT&T Inc. (ISIN US00206R1023)
AT&T Inc. is a communications holding company. The company, through its subsidiaries and affiliates,
provides local and long-distance phone service, wireless and data communications, Internet access and
messaging, IP-based and satellite television, security services, telecommunications equipment, and
directory advertising and publishing.
Further information as well as information about the past and the further performance and the volatility
of the Underlying can be obtained from the internet page www.att.com.
Wal-Mart Stores, Inc. (ISIN US9311421039)
Wal-Mart Stores, Inc. operates discount stores, supercenters, and neighborhood markets. The company's
discount stores and supercenters offer merchandise such as apparel, housewares, small appliances,
electronics, and hardware. Walmart's markets offer a full-line supermarket and a limited assortment of
general merchandise. The company operates nationally and internationally.
Further information as well as information about the past and the further performance and the volatility
of the Underlying can be obtained from the internet page www.walmart.com.
Johnson & Johnson (ISIN US4781601046)
Johnson & Johnson manufactures health care products and provides related services for the consumer,
pharmaceutical, and medical devices and diagnostics markets. The company sells products such as skin
and hair care products, acetaminophen products, pharmaceuticals, diagnostic equipment, and surgical
equipment in countries located around the world.
Further information as well as information about the past and the further performance and the volatility
of the Underlying can be obtained from the internet page www.jnj.com.
The Coca-Cola Company (ISIN US1912161007)
The Coca-Cola Company manufactures, markets, and distributes soft drink concentrates and syrups. The
company also distributes and markets juice and juice-drink products. The Coca-Cola Company distributes
its products to retailers and wholesalers in the United States and internationally.
Further information as well as information about the past and the further performance and the volatility
of the Underlying can be obtained from the internet page www.coca-cola.com.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Kellogg Company (ISIN US4878361082)
Kellogg Company manufactures and markets ready-to-eat cereal and other convenience foods. The
company's products include cereals, cookies, crackers, toaster pastries, cereal bars, fruit snacks, frozen
waffles and veggie foods. Kellogg Company markets its products in the United States, Canada, and other
countries throughout the world.
Further information as well as information about the past and the further performance and the volatility
of the Underlying can be obtained from the internet page www.kelloggcompany.com.
Kimberly-Clark Corporation (ISIN US4943681035)
Kimberly-Clark Corporation is a global health and hygiene company that manufactures and provides
consumer products. The company's products include diapers, tissues, paper towels, incontinence care
products, surgical gowns, and disposable face masks. Its products are sold in countries around the world.
Further information as well as information about the past and the further performance and the volatility
of the Underlying can be obtained from the internet page www.kimberly-clark.com.
Colgate-Palmolive Company (ISIN US1941621039)
Colgate-Palmolive Company is a consumer products company that markets its products throughout the
world. The company's products include toothpaste, toothbrushes, shampoos, deodorants, bar and liquid
soaps, dishwashing liquid, and laundry products, as wel as pet nutrition products for cats and dogs.
Further information as well as information about the past and the further performance and the volatility
of the Underlying can be obtained from the internet page www.colgate.com.
General Mills, Inc. (ISIN US3703341046)
General Mills, Inc. manufactures and markets branded and packaged consumer foods worldwide. The
company also supplies branded and unbranded food products to the foodservice and commercial baking
Further information as well as information about the past and the further performance and the volatility
of the Underlying can be obtained from the internet page www.generalmills.com.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
ANNEX TO THE FINAL TERMS: ISSUE SPECIFIC SUMMARY
This summary relates to UBS Gearing Certificates described in the final terms (the "Final Terms") to which
this summary is annexed. This summary contains that information from the summary set out in the Base
Prospectus which is relevant to the Securities together with the relevant information from the Final Terms.
Words and expressions defined in the Final Terms and the Base Prospectus have the same meanings in this
summary.
Summaries are made up of disclosure requirements known as "Elements". These elements are numbered
in Sections A – E (A.1 – E.7).
This Summary contains all the Elements required to be included in a summary for this type of securities
and Issuer. Because some Elements are not required to be addressed, there may be gaps in the numbering
sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type of securities
and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a
short description of the Element is included in the summary with the mention of "not applicable".
Section A – Introduction and warnings
A.1 Warning. This
Summary should be read as an introduction to the Base
Prospectus. Any decision to invest in the Securities should be based
on consideration of the Base Prospectus as a whole by the investor.
Potential investors should be aware that where a claim relating to the
information contained in the Base Prospectus is brought before a court, the
plaintiff investor might, under the national legislation of the respective
European Economic Area member state, have to bear the costs of
translating the document before the legal proceedings are initiated.
UBS AG in its capacity as Issuer who is responsible for the summary
including the translation thereof can be held liable, but only if the summary
is misleading, inaccurate or inconsistent when read together with the other
parts of the Base Prospectus or it does not provide, when read together
with the other parts of the Base Prospectus, all required key information.
Consent to use
The Issuer consents to the use of the Base Prospectus together with the
of Prospectus.
relevant Final Terms in connection with a public offer of the Securities (the
"
Public Offer") by any financial intermediary which is authorised to make
such offers under the Markets in Financial Instruments Directive (Directive
2004/39/EC) (each an "
Authorised Offeror") on the following basis:
(a) the relevant Public Offer must occur during the Subscription Period
(the "
Offer Period");
the relevant Public Offer may only be made in Norway (the "
Public
Offer Jurisdiction");
the relevant Authorised Offeror must be authorised to make such
offers in the relevant Public Offer Jurisdiction under the Markets in
Financial Instruments Directive (Directive 2004/39/EC) and if any
Authorised Offeror ceases to be so authorised then the above
consent of the Issuer shall thereupon terminate.
Authorised Offerors will provide information to investors on the
terms and conditions of the Public Offer of the Securities at the time
such Public Offer is made by the Authorised Offeror to the investor.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Section B – Issuer
The legal and commercial name of the Issuer is UBS AG ("
Issuer" or "
UBS
commercial name
AG"; together with its subsidiaries, "
UBS", "
UBS Group" or the
"
Group").
Domicile, legal UBS AG's two registered offices and principal places of business are:
form, legislation Bahnhofstrasse 45, CH-8001 Zurich, Switzerland; and Aeschenvorstadt 1,
and country of CH-4051 Basel, Switzerland. UBS AG is entered in the Commercial
incorporation of Registers of Canton Zurich and Canton Basel-City under the registration
number CHE-101.329.561. UBS AG is incorporated in Switzerland and
operates under the Swiss Code of Obligations and Swiss Federal Banking Law as an
Aktiengesellschaft.
A description of
Trend Information
any known trends
affecting the issuer As stated in the outlook statement presented in UBS AG's second quarter
or the industries in 2014 report, including unaudited consolidated financial statements of UBS
which it operates.
Group and issued on 29 July 2014, at the start of the third quarter of
2014, many of the underlying challenges and geopolitical issues that UBS
has previously highlighted remain. The mixed outlook for global growth,
the absence of sustained and credible improvements to unresolved issues in
Europe, continuing US fiscal and monetary policy issues, increasing
geopolitical instability and the seasonal decline in activity levels traditionally
associated with the summer holiday season would make improvements in
prevailing market conditions unlikely. Despite these ongoing challenges,
UBS will continue to execute on its strategy in order to ensure the firm's
long-term success and to deliver sustainable returns for shareholders.
Description of the UBS AG is the parent company of the Group. Neither the business divisions
Group and the of UBS nor the Corporate Center are separate legal entities. Currently, they
issuer's position
primarily operate out of UBS AG, through its branches worldwide.
within the group.
Businesses also operate through local subsidiaries where necessary or
UBS has announced that it intends to establish a group holding company
through a share for share exchange offer, which is expected to commence
in the third quarter of 2014, subject to regulatory approvals. UBS has also
announced that it intends to establish a banking subsidiary in Switzerland
in mid-2015. The scope of this future subsidiary's business will include the
Retail & Corporate business division and the Swiss-booked business within
the Wealth Management business division.
In the UK, and in consultation with the UK and Swiss regulators, in May
2014 UBS Limited, UBS's UK bank subsidiary, implemented a modified
business operating model under which UBS Limited bears and retains a
greater degree of risk and reward in its business activities. This principally
involves: UBS Limited retaining and managing credit risk as well as some
market and other risks, UBS Limited taking a more independent role in
managing its funding and liquidity requirements and an increase in UBS
Limited's total regulatory capital.
In the US, UBS will comply with new rules for banks under the Dodd-Frank
Wall Street Reform and Consumer Protection Act that will require an
intermediate holding company to own all of its operations other than US
branches of UBS AG by 1 July 2016. As a result, UBS will designate an
intermediate holding company to hold all US subsidiaries of UBS.
Profit forecast or Not applicable; no profit forecast or estimate is included in this Prospectus.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Qualifications in Not applicable. The auditor's reports on the audited historical financial
the audit report.
information are unqualified.
Selected historical UBS AG derived the following selected consolidated financial data from
(i) its annual report 2013 containing the audited consolidated financial
statements of UBS Group, as well as additional unaudited consolidated
financial data, as of or for the fiscal year ended 31 December 2013
(including comparative figures for the fiscal years ended 31 December
2012 and 2011), (ii) its report for the second quarter 2014, containing
unaudited consolidated financial statements, as well as additional
unaudited consolidated financial data, as of or for the six months ended
30 June 2014 (from which comparative figures as of or for the six months
ended 30 June 2013 have been derived). UBS's consolidated financial
statements were prepared in accordance with International Financial
Reporting Standards ("
IFRS") issued by the International Accounting
Standards Board ("
IASB") and stated in Swiss francs (CHF).
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
As of or for the six months
As of or for the year ended
CHF million, except where indicated
30.6.14 30.6.13 31.12.13 31.12.12
unaudited audited,
indicated
Group results
Operating income
Operating expenses
Operating profit / (loss) before tax
Net profit / (loss) attributable to UBS shareholders
Diluted earnings per share (CHF) 0.48
Key performance indicators Profitability
Return on equity (RoE) (%) 1 7.6
Return on assets, gross (%) 2 2.9
Cost / income ratio (%) 3 82.0
Net profit growth (%) 4 10.0
Net new money growth for combined wealth
management businesses (%) 5
Resources
Common equity tier 1 capital ratio (fully applied, %) 6, 7
Swiss SRB leverage ratio (phase-in, %) 8 5.3
Additional information
Return on tangible equity (%) 9 8.8
Return on risk-weighted assets, gross (%) 10 12.5
Resources
1,018,374* 11 1,259,797 1,416,962
Equity attributable to UBS shareholders
Common equity tier 1 capital (fully applied) 7 30,590
Common equity tier 1 capital (phase-in) 7 41,858
Risk-weighted assets (fully applied) 7 226,736
Risk-weighted assets (phase-in) 7 229,908
Common equity tier 1 capital ratio (phase-in, %) 6, 7 18.2
Total capital ratio (fully applied, %) 7 18.1
Total capital ratio (phase-in, %) 7 23.9
Swiss SRB leverage ratio (ful y applied, %) 8 4.2
Swiss SRB leverage ratio denominator (fully applied) 12
1,020,247* 1,206,214*
Swiss SRB leverage ratio denominator (phase-in) 12 986,577
Invested assets (CHF billion) 13 2,507
Personnel (full-time equivalents)
Market capitalization
Total book value per share (CHF)
Tangible book value per share (CHF)
1 Net profit / loss attributable to UBS shareholders (annualized as applicable) / average equity attributable to UBS
shareholders.
2 Operating income before credit loss (expense) or recovery (annualized as applicable) / average total
assets.
3 Operating expenses / operating income before credit loss (expense) or recovery.
4 Change in net profit
attributable to UBS shareholders from continuing operations between current and comparison periods / net profit
attributable to UBS shareholders from continuing operations of comparison period. Not meaningful and not included if
either the reporting period or the comparison period is a loss period.
5 Combined Wealth Management's and Wealth
Management Americas' net new money for the period (annualized as applicable) / invested assets at the beginning of
the period.
6 Common equity tier 1 capital / risk-weighted assets.
7 Based on the Basel III framework as applicable to
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Swiss systemically relevant banks (SRB), which became effective in Switzerland on 1 January 2013. The information
provided on a fully applied basis entirely reflects the effects of the new capital deductions and the phase out of
ineligible capital instruments. The information provided on a phase-in basis gradually reflects those effects during the
transition period. Numbers for 31 December 2012 are on a pro-forma basis. Information for 31 December 2011 is not
available.
8 Swiss SRB Basel III common equity tier 1 capital and loss-absorbing capital / total adjusted exposure (leverage
ratio denominator). The Swiss SRB leverage ratio came into force on 1 January 2013. Numbers for 31 December 2012
are on a pro-forma basis. Information for 31 December 2011 is not available.
9 Net profit / loss attributable to UBS
shareholders before amortization and impairment of goodwill and intangible assets (annualized as applicable) / average
equity attributable to UBS shareholders less average goodwill and intangible assets.
10 Operating income before credit
loss (expense) or recovery (annualized as applicable) / average risk-weighted assets. Based on Basel III risk-weighted
assets (phase-in) for 2014 and 2013, on Basel 2.5 risk-weighted assets for 2012 and on Basel II risk-weighted assets for
2011.
11 On 1 January 2014, UBS adopted
Offsetting Financial Assets and Financial Liabilities (Amendments to IAS 32,
Financial Instruments: Presentation). The prior period balance sheet as of 31 December 2013 was restated to reflect the
effects of adopting these amendments to IAS 32.
12 The leverage ratio denominator is also referred to as "total adjusted
exposure" and is calculated in accordance with the Swiss SRB leverage ratio requirements. Data represents the average
of the total adjusted exposure at the end of the three months preceding the end of the reporting period. Numbers for
31 December 2012 are on a pro-forma basis. Information for 31 December 2011 is not available.
13 Group invested
assets includes invested assets for Retail & Corporate.
Material adverse There has been no material adverse change in the prospects of UBS AG or
change statement. UBS Group since 31 December 2013.
There has been no significant change in the financial or trading position of
UBS Group or of UBS AG since 30 June 2014.
Not applicable, no recent events particular to UBS AG have occurred, which
are to a material extent relevant to the evaluation of UBS AG's solvency.
Dependence upon UBS AG is the parent company of the UBS Group. As such, to a certain
extent, it is dependent on certain of its subsidiaries.
within the group.
Issuer's principal UBS AG with its subsidiaries draws on its 150-year heritage to serve private,
institutional and corporate clients worldwide, as well as retail clients in
Switzerland. UBS' business strategy is centered on its (in UBS' opinion) pre-
eminent global wealth management businesses and its (in UBS' opinion)
leading universal bank in Switzerland, completed by its Global Asset
Management business complemented and its Investment Bank, with a
focus on capital efficiency and businesses that offer (in UBS' opinion) a
superior structural growth and profitability outlook. Headquartered in
Zurich and Basel, Switzerland, UBS has offices in more than 50 countries,
including all major financial centers.
According to Article 2 of the Articles of Association of UBS AG, dated
7 May 2014 ("
Articles of Association"), the purpose of UBS AG is the
operation of a bank. Its scope of operations extends to all types of
banking, financial, advisory, trading and service activities in Switzerland
Direct or indirect The following are the most recent notifications of holdings in UBS AG's
shareholdings or share capital filed in accordance with the Swiss Federal Act on Stock
Exchanges and Securities Trading of 24 March 1995, as amended, based
agreements of the on UBS AG's registered share capital at the time of the disclosure:
(i) 18 September 2013, Government of Singapore Investment Corp
disclosed a change of its corporate name to GIC Private Limited and a
holding of 6.40%; (ii) 30 September 2011, Norges Bank (the Central Bank
of Norway), 3.04%; (iii) 17 December 2009, BlackRock Inc., New York,
As of 30 June 2014, the following shareholders (acting in their own name
or in their capacity as nominees for other investors or beneficial owners)
were registered in the share register with 3% or more of the total share
capital of UBS AG: Chase Nominees Ltd., London (11.39%); GIC Private
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Limited, Singapore (6.39%); the US securities clearing organization DTC
(Cede & Co.) New York, "The Depository Trust Company" (6.39%); and
Nortrust Nominees Ltd., London (3.65%).
Section C – Securities
Type and the class
Type and Form of Securities
of the securities, The Securities are certificates.
The Securities are issued in uncertificated and dematerialised book-entry
form, and are registered for clearing through VPS ASA ("
VPS").
The Securities have the following ISIN: CH0260315137.
Currency of the The currency of the Securities is Norwegian Krona ("
NOK") (the
"
Redemption Currency").
Restrictions on the Each Security is transferable in accordance with applicable law and any
free transferability rules and procedures for the time being of any Clearing System through
of the securities.
whose books such Security is transferred.
Rights attached to
Governing law of the Securities
The Securities will be governed by German law ("
German law governed
including ranking
Securities").
and limitations to
The legal effects of the registration of the Securities with the relevant
Clearing System are governed by the laws of the jurisdiction of the Clearing
Rights attached to the Securities
The Securities provide, subject to the Conditions of the Securities,
Securityholders, at maturity or upon exercise, with a claim for payment of
the Redemption Amount in the Redemption Currency and/or delivery of
the Physical Underlying in the relevant number.
Limitation of the rights attached to the Securities
Under the conditions set out in the Conditions, the Issuer is entitled to
terminate the Securities and to make certain adjustments to the
Status of the Securities
The Securities will constitute direct, unsecured and unsubordinated obligations of the Issuer, ranking
pari passu among themselves and with all
other present and future unsecured and unsubordinated obligations of the
Issuer, other than obligations preferred by mandatory provisions of law.
Not applicable; the Issuer does not intend to apply for listing of the
regulated market
or other equivalent
Influence of the The value of the Securities during their term depends on the performance
underlying on the of the Underlying. In case the price of the Underlying increases, also the
value of the Securities (disregarding any special features of the Securities) is
likely to increase.
In particular, the Redemption Amount, if any, to be received by the
Securityholder upon exercise of the Securities depends on the performance
of the Underlying.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
The following features are examples describing the dependency of the
value of the Securities from the Underlying:
UBS Gearing Securities
UBS Gearing Securities allow Securityholders to participate in the positive
development of the Underlying(s). Conversely, Securityholders in
UBS Gearing Securities may also participate in the negative development of
the Underlying(s), as the UBS Gearing Securities may provide downside risk
potential as specified in the applicable Product Terms. UBS Gearing
Securities may also allow Securityholders to participate in the positive
development of the Underlying relative to another Underlying. Conversely,
Securityholders in UBS Gearing Securities may participate in the negative
development of the Underlying relative to another Underlying.
Securityholders receive on the Maturity Date a Redemption Amount in the
Redemption Currency, the amount of which depends on the Reference
Price or the Settlement Price of the Underlying(s), as specified in the
relevant Product Terms. The Redemption Amount is typically calculated by
multiplying the Nominal Amount or such other amount as specified in the
applicable Product Terms with the relevant performance of the
Underlying(s), thereafter multiplied by the Participation Factor, the Leverage
Factor or the Multiplier, but may also take other factors into account, as
specified in the applicable Product Terms.
The Redemption Amount may be determined by reference to the
performance of one or more Underlying(s), as specified in the relevant
The following descriptions of several performance structures might
be used for the Securities described in the section above
Underlyings
Securities can either depend on one single Underlying, a basket of
Underlyings, the best performing Underlying(s), the worst performing
Underlying(s) or a combination of those. Basket performances are
calculated as the weighted average of the performances of the individual
The weightings can either be predefined or be defined during the life of
the product depending on certain conditions. Weights can for example
depend on the relative performance of the Underlyings or the realised
volatility of the Underlying(s).
Performances The performance or levels of the Underlying(s) can be measured in various
Usually the performance is measured as the final level of the Underlying(s)
as a percentage of the initial level of the Underlying(s). However the final
level and / or the initial level can also either be defined as the average /
maximum / minimum level of the Underlying(s) observed within a certain
period. The initial level does not necessarily need to be observed on the
strike date of the product but can also be observed during the life of the
Performance can also be measured as the relative performance of one or
more Underlying(s) relative to the performance of one or more different
Performances can also have a pre-defined or a variable and/or conditional
cap. This means Securityholders accept a limitation of earning potential
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
("
Cap") and may only participate in possible price increases (or decreases)
of the Underlying(s) until a certain level is reached and no further.
Additionally performances can also have a pre-defined or a variable and/or
conditional floor. This means Securityholders will have a minimum of
earning potential ("
Floor") and may only negatively participate in possible
price decreases (or increases) of the Underlying(s) until a certain level is
reached and no further.
Products can have barriers that are activated as soon as certain conditions
are met. Usually these barriers represent certain levels to be reached by the
Underlying(s) on certain observation dates.
Barriers can either be triggered by Underlying(s), performances or other
measures reaching certain predefined levels. Some barriers are only
triggered if more than one condition is met.
Barriers can either be defined to be observed only on certain dates or
Barriers either lead to the removal (Kick–Out) or addition (Kick-In) of certain
features of the Securities. Features which are added or removed are for
example coupons, participations or Underlying(s).
Stop Loss / Knock Out Feature
If the relevant Product Terms specify that Stop Loss / Knock Out Event
applies, then the Securities may be terminated and redeemed early upon
the occurrence of a Stop Loss / Knock Out Event.
Investment Strategies
Performance can be defined as the hypothetical performance of a certain
predefined investment strategy. This can for example be a strategy that
invests into the Underlying(s) only on certain predefined dates. Another
example would be a strategy that invests into the Underlying(s) dependent
on the realised volatility, performance, momentum or other metric of the
Underlying(s) level over the life of the product.
Bearish / Bullish / Variable Participation Rate
Participation is usually proportional with a certain rate (which can itself be
dependent on certain pre-conditions for example the performance of one
or more Underlying(s)) and can be either negative or positive.
Currency Conversion
The payoff can either be in the currency of the Underlying(s) or a different
payoff currency. The currency exchange rate to be used to determine the
final payoff can either be pre-defined (quanto feature) or variable.
Coupons / Other Proceeds
If the relevant Product Terms specify unconditional Coupon or other
proceeds to apply, the Securityholder is entitled to receive payment of the
relevant Coupon or other proceeds.
If the relevant Product Terms specify conditional Coupon or other proceeds
to apply, the Securityholder is entitled to receive payment of the relevant
Coupon or other proceeds provided that relevant conditions are met. If in
case of a conditional Coupon or other proceeds these requirements are not
met, no Coupon or other proceeds are paid.
During their term products can therefore generate regular income. Most
products however do not generate unconditional income e.g. dividends or
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Capital Protection
Only if the product feature "Capital Protection" is specified to be
applicable in the relevant Product Terms, the Settlement Amount is, in any
case, at least equal to the capital protected Minimum Amount.
Physical or Cash Settlement
Only if the product feature "Physical Settlement" is specified to be
applicable in the relevant Product Terms, the Product is possibly settled
physically. Otherwise the settlement occurs in cash payment. The
settlement can depend on the performance of the Underlying(s).
Issuer's Call Right
If the product feature Issuer's Call Right is specified to be applicable in the
relevant Product Terms, the Issuer has a right to call the Securities for early
redemption by giving notice to that effect on certain pre-defined dates.
The redemption value can either be pre-defined or dependent on the
Underlying(s) level, certain dates or other parameters.
Investor's Put Right
If the product feature Investor's Put Right is specified to be applicable in
the relevant Product Terms, the Securityholder has the right to put the
Securities for early redemption. The redemption value can either be
predefined or dependent on the Underlying(s) level, certain dates or other
Maturity Date: 27 December 2017
maturity date, the Expiration Date: 11 December 2017
exercise date or
Payments shall, in all cases subject to any applicable fiscal or other laws and
procedure of the regulations in the place of payment or other laws and regulations to which
the Issuer agrees to be subject, be made in accordance with the relevant
CA Rules to the relevant Clearing System or the relevant intermediary or to
its order for credit to the accounts of the relevant account holders of the
Clearing System or the relevant intermediary.
The Issuer shall be discharged from its redemption obligations or any other
payment or delivery obligations under the Conditions of the Securities by
payment and/or delivery to the Clearing System in the manner described
A description of Securityholders will receive on the relevant Maturity Date payment of the
how the return on Redemption Amount.
securities takes
Exercise price or Settlement Price
Type of Underlying:
The underlying may consist of shares (including a certificate representing
information on the shares), an Index, a currency exchange rate, a precious metal, a
underlying can be commodity, an interest rate, a non-equity security, a fund unit, a futures
contract (if applicable, including determination of the Relevant Expiration
Months), a reference rate, a basket comprising the aforementioned assets,
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
and a portfolio comprising the aforementioned assets.
Type of Underlying is shares.
Information about the past and the further performance of the Underlyings
and their volatility can be obtained on the web-site of:
McDonald's Corporation (www.mcdonalds.com)
The Procter & Gamble Company (www.pg.com)
AT&T Inc. (www.att.com)
Wal-Mart Stores, Inc. (www.walmart.com)
Johnson & Johnson (www.jnj.com)
The Coca-Cola Company (www.coca-cola.com)
Kellogg Company (www.kelloggcompany.com)
Kimberly-Clark Corporation (www.kimberly-clark.com)
Colgate-Palmolive Company (www.colgate.com)
General Mills, Inc. (www.generalmills.com)
Section D – Risks
Key information on The Securities entail an issuer risk, also referred to as debtor risk or credit
the key risks that is risk for prospective investors. An issuer risk is the risk that UBS AG
becomes temporarily or permanently unable to meet its obligations under
individual to the the Securities.
General insolvency risk
Each investor bears the general risk that the financial situation of the Issuer
could deteriorate. The debt or derivative securities of the Issuer will
constitute immediate, unsecured and unsubordinated obligations of the Issuer, which, in particular in the case of insolvency of the Issuer, rank
pari passu with each other and all other current and future unsecured and unsubordinated obligations of the Issuer, with the exception of those that
have priority due to mandatory statutory provisions. The Issuer's obligations
relating to the Securities are not protected by any statutory or voluntary
deposit guarantee system or compensation scheme.
In the event of
insolvency of the Issuer, investors may thus experience a total loss
of their investment in the Securities.
UBS as Issuer is subject to various risks within its business activities. Such
risks comprise in particular the following types of risks, where all of these
risks might have adverse effects on the value of the Securities:
• Effect of downgrading of the Issuer's rating - The general assessment
of the Issuer's creditworthiness may affect the value of the Securities.
As a result, any downgrading of the Issuer's rating by a rating agency
may have a negative impact on the value of the Securities.
• Regulatory and legislative changes may adversely affect UBS's business
and ability to execute its strategic plans. The planned and potential
regulatory and legislative developments in Switzerland and in other
jurisdictions in which UBS has operations may have a material adverse
effect on UBS' ability to execute its strategic plans, on the profitability
or viability of certain business lines globally or in particular locations,
and in some cases on UBS' ability to compete with other financial
institutions. They are likely to be costly to implement and could also
have a negative impact on UBS' legal structure or business model,
potentially generating capital inefficiencies and resulting in an impact
on UBS' profitability.
• UBS' capital strength is important in supporting its strategy, client
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
franchise and competitive position. Any increase in risk-weighted
assets or reduction in eligible capital could materially reduce UBS'
capital ratios. Additionally, UBS is subject to a minimum leverage ratio
requirement for Swiss SRB, which under certain circumstances could
constrain UBS' business activities even if UBS is able to satisfy other
risk-based capital requirements.
• UBS may not be successful in completing the execution of its
announced strategic plans, or its plans may be delayed or the effects of
its plans may differ from those intended. UBS is also exposed to
possible outflows of client assets in its asset-gathering businesses and
to changes affecting the profitability of its Wealth Management
business division, and may not be successful in implementing changes
in its businesses to meet changing market, regulatory and other
• Material legal and regulatory risks arise in the conduct of UBS's
business. UBS is subject to a large number of claims, disputes, legal
proceedings and government investigations and expects that its
ongoing business activities will continue to give rise to such matters in
the future. The extent of UBS's financial exposure to these and other
matters could be material and could substantially exceed the level of
provisions that UBS has established for litigation, regulatory and similar
• Operational risks, including those arising from process error, failed
execution, unauthorized trading, fraud, system failures, cyber-attacks,
breaches of information security and failure of security and physical
protection, may affect UBS's business. If UBS' internal controls fail or
prove ineffective in identifying and remedying such risks UBS could
suffer operational failures that might result in material losses.
• UBS's reputation is critical to the success of its business. Reputational
damage could have a material adverse effect on UBS's operational
results and financial conditions and on UBS' ability to achieve its
strategic goals and financial targets.
• Performance in the financial services industry is affected by market
conditions and the macroeconomic climate. An economic downturn,
continued low interest rates or weak or stagnant economic growth in
UBS's core markets, or a severe financial crisis can negatively affect
UBS's revenues and ultimately its capital base.
• UBS holds legacy and other risk positions, including positions related to
real estate in various countries that may be adversely affected by
conditions in the financial markets; legacy risk positions may be
difficult to liquidate as the continued illiquidity and complexity of many
of them could make it difficult to sell or otherwise exit these positions.
• UBS's global presence subjects it to risk from currency fluctuations
which have an effect on UBS' reported income and expenses, and
other reported figures such as other comprehensive income, invested
assets, balance sheet assets, risk-weighted assets and tier 1 capital.
• UBS is dependent upon its risk management and control processes to
avoid or limit potential losses in its counterparty credit and trading
businesses and could suffer losses if, for example, it does not fully
identify the risks in its portfolio or if its assessment of the risks
identified or its response to negative trends proves to be untimely,
inadequate, insufficient or incorrect.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
• Valuations of certain positions rely on models; models have inherent
limitations and may use inputs which have no observable source;
different assumptions and inputs would generate different results, and
these differences could have a significant impact on UBS' financial
• Liquidity and funding management are critical to UBS's ongoing
performance. The volume of UBS' funding sources or the availability of
types of funding required could change due to, among other things,
general market disruptions, widening credit spreads, changes in capital
and liquidity requirements or reductions in UBS' credit ratings, which
could also influence the cost of funding.
• UBS might be unable to identify or capture revenue or competitive
opportunities, or retain and attract qualified employees. UBS's
competitive strength and market position could be eroded if UBS is
unable to identify market trends and developments, does not respond
to them by devising and implementing adequate business strategies,
adequately developing or updating technology, particularly in the
trading businesses, or is unable to attract or retain the qualified people
needed to carry them out.
• UBS's financial results may be negatively affected by changes to
accounting standards. Changes to IFRS or interpretations thereof may
cause UBS's future reported results and financial position to differ from
current expectations. Such changes may also affect UBS's regulatory
capital and ratios.
• UBS's financial results may be negatively affected by changes to
assumptions supporting the value of its goodwill. If assumptions in
future periods deviate from the current outlook, the value of UBS's
goodwill may become impaired in the future, giving rise to losses in
the income statement.
• The effect of taxes on UBS's financial results is significantly influenced
by reassessments of its deferred tax assets. UBS' full year effective tax
rate could change significantly on the basis of such reassessments.
Key information on The purchase of Securities is associated with certain risks.
The Issuer
the risks that are
expressly points out that the description of the risks associated with
an investment in the Securities describes only the key risks which
individual to the
were known to the Issuer at the date of the Base Prospectus.
Potential investors of the Securities should recognise that the Securities
constitute a risk investment which can lead to a total loss of their
investment in the Securities. Securityholders will incur a loss, if the amount
received in accordance with the Conditions of the Securities is below the
purchase price of the Securities (including the transaction costs). Any
investor bears the risk of the Issuer's financial situation worsening and the
potential subsequent inability of the Issuer to pay its obligations under the
Securities. Potential investors must therefore be prepared and able to
sustain a partial or even a total loss of the invested capital. Any investors
interested in purchasing the Securities should assess their financial
situation, to ensure that they are in a position to bear the risks of loss
connected with the Securities.
There are risks associated with the Securities offered in the Base Prospectus
which potential investors should consider carefully and be aware of before
making a decision to invest in the Securities, including but not limited to
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
The complexity of the Securities – The redemption structure for the Securities is sometimes complex and may contain mathematical formulas or
relations that, for an investor, may be difficult to understand and compare
with other investment options. It should be noted that the relationship
between risk and return can be difficult to evaluate.
Securities where the nominal amount isn't protected – The nominal amount for some of the Securities is not capital protected, as specified in
the Final Terms. For those Securities there is no product feature that
guarantees that the redemption amount will be equal to or exceed the
Pricing of structured Securities - The pricing of structured Securities is usually determined by the Issuer, and not on negotiated terms.
Shares as underlying(s) – Securities with shares as underlying(s) are not sponsored or promoted by the issuer of such shares. The issuer of such
shares has no obligation to consider the interest for the Securityholders
why measures taken by an issuer of such shares could adversely affect the
market value of the Securities. A Securityholder is not entitled to receive
payments or dividends to the same extent as a holder of the underlying
Index as underlying(s) – Securities based on indices as underlying(s) may result in a less redemption amount compared to an investment directly in
the underlying(s). The investor of an index may add, remove, or replace
components or make methodological changes that may affect the level of
such index and in that way also have influence on the return payable to
investors in the Securities.
Commodity as the underlying(s) – Trading with commodities is speculative and can be extremely volatile as commodity prices are affected by factors
that are unpredictable, such as changes in the relationship between supply
and demand, weather patterns and government policies. Commodity
contracts may be traded directly between market participants "over-the-
counter" in trade centers that are subject to minimal or no substantive
regulation. This increases the risks associated with liquidity and historical
price of the relevant contracts. Securities that are linked to future contracts
for commodities may provide a different return than Securities that are
linked to the relevant physical commodity, as the price of a future contract
for a commodity generally includes a premium or a discount to the current
price of the underlying commodity.
Exposure to basket of underlying(s) - Securities where the underlying(s) is composed of a basket of underlying(s), investors bear the risk of change in
value for each component in the basket. Where there is a high level of
interdependence between the individual underlying(s) in the basket, a
change in the value development of the components in the basket may
exaggerate the value development of the Securities. Additionally, a small
basket or a basket composed of differently weighted components makes
the whole basket vulnerable to changes in the value of any of the
underlying basket components. Any calculation or value related to a basket
composed of a mixture of "best of" or "worst of" components may give
results that to a large extent differ from results where all the components
in the basket are taken into account.
Automatic early redemption - Some types of Securities may be automatically redeemed prior to its Maturity Date if certain conditions are
met. In some cases this may result in a total or partial loss of the
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Warrants - The price of the underlying(s) has an impact on the price of the warrants and may lead to a greater profit or loss on the investment
compared to if the investment had been made directly in the underlying(s).
Warrants have a leverage effect compared to an investment directly in the underlying(s),
i.e. a change of the value of the underlying(s) may result in an increased change in the value of the Warrant. This means that the risk
of investing in Warrants is larger than investing directly in the underlying(s).
Warrants may expire worthless. Certain Warrants may include more
complicated performance structures than customary Warrants and equals
those applicable for Certificates; hence the risks applicable for Certificates
may also be applicable for those Warrants.
Risks associated with Certificates - If the underlying(s) becomes worthless (for example, if the company that provides the underlying(s) is bankrupt),
the Certificate also becomes worthless. The value of a Certificate may also
be affected by exchange rate fluctuations - if the underlying(s) is
denominated in a currency other than the currency of the denomination
certificate. An investor should note that the entire amount invested in a
Security may be lost. In case the Certificate is designed to provide a return
in a declining market (sell or short) an increase in value of the underlying(s)
results in a reduction of value in the certificate. During the term of the
Certificate the value is affected by changes in volatility, price and dividends,
the underlying(s) and the market interest rate changes. If the Certificate
contains a Barrier level, this may mean that the redemption amount is less
than the nominal amount or loss of the right of specific return.
Other risks associated with the Securities may be, inter alia, changes in
interest rates, currency fluctuations, if the Issuer has a right to redeem the
Securities in advance, the complexity of the Securities, fluctuations in the
relevant index, other underlying(s), the financial market and if the
redemption amount is dependent on conditions other than the Issuer's
There are also certain risks related to Securities in general, such as
modifications, exceptions and changes of law.
Some of the risks are attributable to circumstances beyond the Issuer's
control, such as the existence of an efficient secondary market, the stability
of the relevant clearing systems and winding up systems, and the economic
situation and development in the world.
This summary of certain risks is only a short summary of certain significant
risks and it is not a comprehensive description of all risk factors that are
attributable to the Securities. Investors should carefully review and consider
the risks as well as other information described in the Base Prospectus. An
investment in relatively complex Securities is consistent with a higher risk
than investing in less complex Securities. Especially, in some cases, Investors
may lose their entire investment or part thereof.
Potential conflicts of interest
The Issuer and affiliated companies may participate in transactions related
to the Securities in some way, for their own account or for account of a
client. Such transactions may not serve to benefit the Securityholders and
may have a positive or negative effect on the value of the Underlying, and
consequently on the value of the Securities. Furthermore, companies
affiliated with the Issuer may become counterparties in hedging
transactions relating to obligations of the Issuer stemming from the
Securities. As a result, conflicts of interest can arise between companies
affiliated with the Issuer, as well as between these companies and
investors, in relation to obligations regarding the calculation of the price of
the Securities and other associated determinations. In addition, the Issuer
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
and its affiliates may act in other capacities with regard to the Securities,
such as calculation agent, paying agent and administrative agent and/or
Growth of the value of the underlying(s) - With structured Securities the investors' right to return and sometimes repayment of the nominal amount
depends on the current yield structure and the underlying assets and their
growth of value. The value of Securities is affected by the value of the
underlying assets at certain times during the term of the Securities, the
fluctuations of the prices on the underlying assets, the expectations about
future volatility, market interest rates and expected dividends on the
underlying assets.
Fluctuations of currency - When the underlying(s) is denominated in a currency other than the currency of the Security, currency fluctuations may
affect the return on the instruments. The exchange rates for foreign
currencies may be affected by complex political and economic factors,
including the relative inflation rates, balance of payments between
countries, the size of the government budget surplus or deficit and
monetary, fiscal and or trade policy that is followed by the relevant
currencies governments. Currency fluctuations may affect the value or level
of the underlying assets in complex ways. In case of currency fluctuations
the value or level of the underlying assets will vary and the value or level of
the Securities may decrease. If the value or level of one or more
underlying(s) is issued in a currency other than the currency in which the
Securities are issued, investors may be exposed to an increased risk
attributable to exchange rates for foreign currencies. Former exchange
rates for foreign currencies are not necessarily indications of future
exchange rates for foreign currencies.
General risks related to the Securities
Termination and Early Redemption at the option of the Issuer
Potential investors in the Securities should furthermore be aware that the
Issuer is, pursuant to the Conditions of the Securities, under certain
circumstances, entitled to terminate and redeem the Securities in total prior
to the scheduled Maturity Date. In this case the Securityholder is in
accordance with the Conditions of the Securities entitled to demand the
payment of a redemption amount in relation to this early redemption.
However, the Securityholder is not entitled to request any further payments
on the Securities after the relevant termination date. Furthermore, the
Termination Amount, if any, payable in the case of an early redemption of
the Securities by the Issuer can be considerably below the amount, which
would be payable at the scheduled end of the term of the Securities.
The Securityholder, therefore, bears the risk of not participating in the
performance of the Underlying to the expected extent and during the
expected period.
In the case of a termination of the Securities by the Issuer, the
Securityholder bears the risk of a reinvestment, i.e. the investor bears the
risk that it will have to re-invest the Termination Amount, if any, paid by
the Issuer in the case of termination at market conditions, which are less
favourable than those prevailing at the time of the acquisition of the
Adverse impact of adjustments of the Security Right
It cannot be excluded that certain events occur or certain measures are
taken (by parties other than the Issuer) in relation to the Underlying, which
potentially lead to changes to the Underlying or result in the underlying
concept of the Underlying being changed, so-called Potential Adjustment
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Events. In the case of the occurrence of a Potential Adjustment Event, the
Issuer shall be entitled to effect adjustments according to the Conditions of
the Securities to account for these events or measures. These adjustments
might have a negative impact on the value of the Securities.
Trading in the Securities / Illiquidity
It is not possible to predict if and to what extent a secondary market may
develop in the Securities or at what price the Securities will trade in the
secondary market or whether such market will be liquid or illiquid.
Applications will be or have been made to the Security Exchange(s)
specified for admission or listing of the Securities. If the Securities are
admitted or listed, any such admission or listing may be terminated by the
Security Exchange(s) or the Issuer before the scheduled Maturity Date for
the relevant Securities. The fact that the Securities are admitted to trading
or listed does not necessarily denote greater liquidity than if this were not
the case. If the Securities are not listed or traded on any exchange, pricing
information for the Securities may be more difficult to obtain and the
liquidity of the Securities may be adversely affected. The liquidity of the
Securities may also be affected by restrictions on the purchase and sale of
the Securities in some jurisdictions. Additionally, the Issuer has the right
(but no obligation) to purchase Securities at any time and at any price in
the open market or by tender or private agreement. Any Securities so
purchased may be held or resold or surrendered for cancellation.
In addition, it cannot be excluded that the number of Securities actually
issued and purchased by investors is less than the intended Issue Size of the
Securities. Consequently, there is the risk that due to the low volume of
Securities actually issued the liquidity of the Securities is lower than if all
Securities were issued and purchased by investors.
The Manager intends, under normal market conditions, to provide bid and
offer prices for the Securities of an issue on a regular basis. However, the
Manager makes no firm commitment to the Issuer to provide liquidity by
means of bid and offer prices for the Securities, and assumes no legal
obligation to quote any such prices or with respect to the level or
determination of such prices. Potential investors therefore should not rely
on the ability to sell Securities at a specific time or at a specific price.
Borrowed funds
If the purchase of Securities is financed by borrowed funds and investors'
expectations are not met, they not only suffer the loss incurred under the
Securities, but in addition also have to pay interest on and repay the loan.
This produces a substantial increase in investors' risk of loss. Investors of
Securities should never rely on being able to redeem and pay interest on
the loan through gains from a Securities transaction. Rather, before
financing the purchase of a Security with borrowed funds, the investors'
financial situations should be assessed, as to their ability to pay interest on
or redeem the loan immediately, even if they incur losses instead of the
Taxation in relation to the Securities
Potential investors should be aware that they may be required to pay taxes
or other documentary charges or duties in accordance with the laws and
practices of the country where the Securities are transferred or other
jurisdictions. In some jurisdictions, no official statements of the tax
authorities or court decisions may be available for innovative financial
instruments such as the Securities. Potential investors are advised not to
rely upon the tax summary contained in the Base Prospectus but to ask for
their own tax adviser's advice on their individual taxation with respect to
the acquisition, sale and redemption of the Securities. Only these advisors
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
are in a position to duly consider the specific situation of the potential
Payments under the Securities may be subject to U.S. withholdings
Investors in the Securities should be aware that payments under the
Securities may under certain circumstances be subject to a U.S.
I. Payments under the Securities may be subject to U.S. withholding
under the US Tax Code
Section 871(m) of the US Tax Code requires withholding (up to 30%,
depending on whether a treaty applies) on certain financial instruments
(such as, e.g. the Securities) to the extent that the payments or deemed
payments on the financial instruments are contingent upon or determined
by reference to U.S.-source dividends. Under proposed U.S. Treasury
Department regulations (if finalised in their current form), certain payments
or deemed payments with respect to certain equity-linked instruments
("
specified ELIs") that reference U.S. stocks may be treated as dividend
equivalents ("
dividend equivalents") which are subject to U.S.
withholding tax at a rate of 30% (or lower treaty rate). Under these
proposed regulations, withholding may be required even in the absence of
any actual dividend-related payment or adjustment made pursuant to the
Conditions of the Securities. In case, e.g. (but not limited to) of an
Underlying or, as the case may be, a Basket Component, providing for
dividends from sources within the United States, it is possible that these
rules could apply to the Securities.
If adopted in their current form, the proposed regulations may impose a
withholding tax on payments or deemed payments made on the Securities
on or after 1 January 2016 that are treated as dividend equivalents for
Securities acquired on or after 5 March 2014. However, under a recent
notice of the U.S. Internal Revenue Service ("
IRS") announced that it and
the Treasury Department intend that final Treasury regulations will provide
that "specified ELIs" will exclude equity-linked instruments issued prior to
90 days after the date such final Treasury regulations are published.
Accordingly, the Issuer generally expects that Securityholders (other than
US Securityholders) should not be subject to tax under Section 871(m).
However, it is possible that such withholding tax could apply to the
Securities under these proposed rules if, for example, a Securityholder
(other than a U.S. Securityholder) enters into certain subsequent
transactions in respect of the Underlying or, as the case may be, a Basket
Component. If an amount in respect of such U.S. withholding tax were to
be deducted or withheld from payments on the Securities, none of the
Issuer, any paying agent or any other person would, pursuant to the
Conditions of the Securities, be required to pay additional amounts as a
result of the deduction or withholding of such tax.
Securityholders should, consequently, be aware that payments
under the Securities may under certain circumstances be subject to
U.S. withholding tax and should consult with their tax advisors
regarding the application of Section 871(m) of the US Tax Code and
the regulations thereunder in respect of their acquisition and
ownership of the Securities.
II. Payments under the Securities may be subject to U.S. withholding
under FATCA
The Foreign Account Tax Compliance Act ("
FATCA") imposes a 30% U.S.
withholding tax on payments of U.S. source interest, dividends and certain
other passive income beginning 1 July 2014, and on the gross proceeds
from the sale or other disposition of certain assets and on certain "passthru
payments" attributable to such income or proceeds beginning 1 January
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
2017, made to certain foreign financial institutions (including most foreign
hedge funds, private equity funds and other investment vehicles) unless the
payee foreign financial institution agrees to disclose the identity of any U.S.
individuals and certain U.S. entities that directly or indirectly maintain an
account with, or hold debt or equity interests in, such institution (or the
relevant affiliate) and to annually report certain information about such
account or interest directly, or indirectly, to the IRS. FATCA also requires
withholding agents making certain payments to certain non-financial
foreign entities that fail to disclose the name, address, and taxpayer
identification number of any substantial direct or indirect U.S. owners of
such entity to withhold a 30% tax on such payments.
Accordingly, the Issuer and other foreign financial institutions may be
required under FATCA to report certain account information directly to the
IRS (or to a non-U.S. governmental authority under a relevant
Intergovernmental Agreement entered into between the U.S. and such
non-U.S. country that will pass such information on to the IRS) regarding
the holders of the Securities. Moreover, the Issuer may be required to
withhold on a portion of payments made on the Securities to holders who
(i) fail to provide the relevant information, or (ii) foreign financial
institutions who fail to comply with FATCA.
Securityholders holding their Securities through a foreign financial
institution or other foreign entity should be aware that a portion of
any payments under the Securities made after 30 June 2014 may be
subject to 30% withholding tax under FATCA. If an amount in
respect of such withholding tax under FATCA were to be deducted
or withheld from payments on the Securities, none of the Issuer,
any paying agent or any other person would, pursuant to the
Conditions of the Securities, be required to pay additional amounts
as a result of the deduction or withholding of such tax.
Securityholders should, consequently, be aware that payments
under the Securities may under certain circumstances be subject to
U.S. withholding under FATCA and should consult with their tax
advisors regarding the application of withholding tax under FATCA
in respect of their acquisition and ownership of the Securities.
Changes in Taxation in relation to the Securities
The considerations concerning the taxation of the Securities set forth in the
Base Prospectus reflect the opinion of the Issuer on the basis of the legal
situation identifiable as of the date hereof. However, a different tax
treatment by the fiscal authorities and tax courts cannot be excluded. Each
investor should seek the advice of his or her personal tax consultant before
deciding whether to purchase the Securities.
Neither the Issuer nor the Manager assumes any responsibility vis-à-vis the
Securityholders for the tax consequences of an investment in the Securities.
Risk warning to the Even when the Securities are capital protected at maturity to the extent of
the Minimum Amount and, hence, the risk of a loss is initially limited, each
investors may lose investor in the Securities bears the risk of the Issuer's financial situation
the value of their worsening. Potential investors must therefore be prepared and able to
entire investment sustain a partial or even a
total loss of their entire investment. Any
investors interested in purchasing the Securities should assess their financial
situation, to ensure that they are in a position to bear the
risk of loss
connected with the Securities.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Section E – Offer
Reasons for the Not applicable. Reasons for the offer and use of proceeds are not different
offer and use of from making profit and/or hedging certain risks.
It has been agreed that, on or after the respective Issue Date of the
conditions of the Securities, the Manager may purchase Securities and shall place the
Securities for sale at the Issue Price under terms subject to change in the
Public Offer Jurisdictions during the Subscription Period (as defined below).
The Issue Price was fixed at the Start of the public offer of the Securities.
After closing of the Subscription Period the selling price will be adjusted on
a continual basis to reflect the prevailing market situation.
The Securities may be subscribed from the Manager during normal banking
11 November 2014
"
Subscription Period"). The Issue Price per Security is payable on
29 December 2014 (the "
Initial Payment Date").
The Issuer reserves the right to earlier close or to extend the Subscription
Period if market conditions so require.
After the Initial Payment Date, the appropriate number of Securities shall
be credited to the investor's account in accordance with the rules of the
corresponding Clearing System. If the Subscription Period is shortened or
extended, the Initial Payment Date
may also be brought forward or
Interest that is Save for the Manager regarding its fees, as far as the Issuer is aware, no
material to the person involved in the issue of the Securities has an interest material to the
issue/offer incl.
Estimated expenses Not applicable
investor by the Neither the relevant Issuer nor the Manager charges the investors in the
Securities any expenses in connection with the issue of the Securities.
Final Terms dated 11 November 2014
to the Base Prospectus dated 23 June 2014
Source: https://www.garantum.no/globalassets/produkter/2014-emissioner/2014-december-norge/final-terms/2090/final-terms_ch0260315137_11112014.pdf
Autumn 2015– News and information from the Department of Dermatology Letter from our Chairman"If I have seen further, it is by standing on the UConn Dermatology shoulders of giants." – Isaac Newton, 1676. granD roUnDs, 8 am Over 35 years Dr. Jane Grant-Kels has built a city in Farmington. Avenues October 7, November 4
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