CONTRACTUAL TERMS. [The Prospectus dated 28th September, 2007 referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer of the Notes may only do so in: (i) circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer; or (ii) those Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below, provided such person is one of the persons mentioned in Paragraph 10 of Part B below and that such offer is made during the Offer Period specified for such purposes therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where a non-exempt offer of Notes is anticipated.] [The Prospectus dated 28th September, 2007 referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where only an exempt offer of Notes is anticipated.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under “Terms and Conditions of the Notes” in the Prospectus dated 28th September, 2007 [and the Supplementary Prospectus dated [ ]](1) which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus [as so supplemented], including all documents incorporated by reference therein. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. The Prospectus [and the Supplementary Prospectus] [is] [are] available for viewing and copies may be obtained from the principal office in London, England of The Bank of New York, the issuing and principal paying agent for the Notes, at O▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.(2) [Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for completing the Final Terms.] [When completing any Final Terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.] (i) Issuer: [ ] (the “Issuer”) (ii) Credit Support Providers Toyota Motor Corporation Toyota Financial Services Corporation 2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [Delete if not applicable] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible) 3. Specified Currency (or Currencies in the case of Dual Currency Notes): [ ] 4. Aggregate Nominal Amount of Notes: [ ] [(i)] Series: [ ] [Delete if not applicable] [(ii)] Tranche: [ ] [Delete if not applicable] 5. Issue Price : [ ] per cent. of the Aggregate Nominal Amount of Notes [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)] (i) Specified Denominations: [ ] (3) [ ] (ii) Calculation Amount: [ ] (If there is only one Specified Denomination, insert the Specified Denomination. If there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.B. there must be a common factor in the case of two or more Specified Denominations) (i) Issue Date: [ ] (ii) Interest Commencement Date: [Specify: Issue Date/Not Applicable] 8. Maturity Date: [Specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year]
Appears in 2 contracts
Sources: Agency Agreement (Toyota Motor Credit Corp), Agency Agreement (Toyota Motor Credit Corp)
CONTRACTUAL TERMS. [The Prospectus dated 28th September, 2007 referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, that any offer of Notes Covered Bonds in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/ECEC (the Prospectus Directive) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the NotesCovered Bonds. Accordingly, any person making or intending to make an offer of the Notes may only do so in:
(i) circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer; or
(ii) those Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below, provided such person is one of the persons mentioned in Paragraph 10 of Part B below and that such offer is made during the Offer Period specified for such purposes therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where a non-exempt offer of Notes is anticipated.] [The Prospectus dated 28th September, 2007 referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes Covered Bonds in any other circumstances. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Prospectus dated 5 November 2010 [and the supplement to the Prospectus dated [insert date]] ([together,] the Prospectus). This document must be read in conjunction with the Prospectus. Full information on the Issuer and the Covered Bond Guarantor and the offer of the Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus. [The Prospectus is available, free of charge, at the registered office of the Issuer and copies may be obtained, free of charge, from the registered office of the Principal Paying Agent at Level ▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇.] [Include The following alternative language applies if the above legend where only first tranche of an exempt offer of Notes issue which is anticipatedbeing increased was issued under an Prospectus with an earlier date.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the Conditions) set forth under “Terms and Conditions of the Notes” in the Prospectus dated 28th September, 2007 [original date] [and the Supplementary supplement to the Prospectus dated [ [insert date]](1) which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such the Prospectus dated 5 November 2010 [as so supplementedand the supplement to the Prospectus dated [insert date]], including all documents incorporated by reference thereinsave in respect of the Conditions which are extracted from the Prospectus dated [original date] [and the supplement to the Prospectus dated [insert date]] and are attached hereto. Full information on the Issuer and the Covered Bond Guarantor and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the Prospectus Prospectus(es) dated 5 November 2010 and [as so supplemented]. The Prospectus original date] [and the Supplementary Prospectussupplement to the Prospectus(es) dated [insert date] and [isinsert date]]. Copies of such Prospectuses [and supplement to the Prospectus[es]] [are] available for viewing are available, free of charge, at the registered office of the Issuer and copies may be obtained obtained, free of charge, from the principal registered office in Londonof the Principal Paying Agent at Level ▇, England of The Bank of New York, the issuing and principal paying agent for the Notes, at O▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇ and at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.(2) . [Include whichever of the following apply or specify as “Not Applicable”” (N/A). Note Covered Bond that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphssubparagraphs. Italics denote guidance directions for completing the Final Terms.] [When completing any Final Terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.]
(i) Issuer: [ ] (the “Issuer”)
(ii) Credit Support Providers Toyota Motor Corporation Toyota Financial Services Corporation
2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [Delete if not applicable] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)
3. Specified Currency (or Currencies in the case of Dual Currency Notes): [ ]
4. Aggregate Nominal Amount of Notes: [ ] [(i)] Series: [ ] [Delete if not applicable] [(ii)] Tranche: [ ] [Delete if not applicable]
5. Issue Price : [ ] per cent. of the Aggregate Nominal Amount of Notes [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)]
(i) Specified Denominations: [ ] (3) [ ]
(ii) Calculation Amount: [ ] (If there is only one Specified Denomination, insert the Specified Denomination. If there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.B. there must be a common factor in the case of two or more Specified Denominations)
(i) Issue Date: [ ]
(ii) Interest Commencement Date: [Specify: Issue Date/Not Applicable] 8. Maturity Date: [Specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year]
Appears in 1 contract
Sources: Covered Bond Programme
CONTRACTUAL TERMS. [The Prospectus dated 28th September, 2007 referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer of the Notes may only do so in:
(i) circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer; or
(ii) those Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below, provided such person is one of the persons mentioned in Paragraph 10 of Part B below and that such offer is made during the Offer Period specified for such purposes therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where a non-exempt offer of Notes is anticipated.] [The Prospectus dated 28th September, 2007 referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where only an exempt offer of Notes is anticipated.] Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions set forth under “Terms and Conditions of the Notes” in the Prospectus dated 28th September, 2007 [and the Supplementary Prospectus dated [ ]](1) 25 June 2014 which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (as amended, which includes amendments made by Directive 2010/73/EU to the “effect that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive”"). This document constitutes the Final Terms final terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus [as so supplemented], including all documents incorporated by reference thereinthe Prospectus. Full information on the Issuer Issuer, the Group Guarantor and the LLP and the offer of the Notes Covered Bonds is only available on the basis of the combination of these this Final Terms Document and the Prospectus. Copies of the Prospectus are available free of charge to the public at the registered office of the Issuer and from the specified office of each of the Paying Agents. [Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions (the "Terms and Conditions") set forth in the prospectus dated [●] which are incorporated by reference in the Prospectus dated [●]. This document constitutes the final terms of the Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive (Directive 2003/71/EC) (as amended, which includes amendments made by Directive 2010/73/EU to the effect that such amendments have been implemented in a relevant Member State) (the "Prospectus Directive"), as amended, to the extent that such amendments have been implemented in a Member State, and must be read in conjunction with the Prospectus dated [●], which constitute[s] a base prospectus for the purposes of the Prospectus Directive. Full information on the Issuer, the Group Guarantor and the LLP and the offer of the Covered Bonds is only available on the basis of the combination of this Final Terms Document and the Prospectus dated [as so supplemented●]. The Copies of the Prospectus [and the Supplementary Prospectus] [is] [are] are available for viewing and copies may be obtained from the principal office in London, England of The Bank of New York, the issuing and principal paying agent for the Notes, at O▇▇ ▇▇▇▇://▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇.▇▇▇.(2) [Include whichever /investors/debt-investors.aspx and are available free of charge to the public at the registered office of the following apply or specify as “Not Applicable”. Note that Issuer and from the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for completing the Final Terms.] [When completing any Final Terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 specified office of each of the Prospectus DirectivePaying Agents.]
(i) Issuer: [ ] (the “Issuer”)
(ii) Credit Support Providers Toyota Motor Corporation Toyota Financial Services Corporation
2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [Delete if not applicable] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)
3. Specified Currency (or Currencies in the case of Dual Currency Notes): [ ]
4. Aggregate Nominal Amount of Notes: [ ] [(i)] Series: [ ] [Delete if not applicable] [(ii)] Tranche: [ ] [Delete if not applicable]
5. Issue Price : [ ] per cent. of the Aggregate Nominal Amount of Notes [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)]
(i) Specified Denominations: [ ] (3) [ ]
(ii) Calculation Amount: [ ] (If there is only one Specified Denomination, insert the Specified Denomination. If there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.B. there must be a common factor in the case of two or more Specified Denominations)
(i) Issue Date: [ ]
(ii) Interest Commencement Date: [Specify: Issue Date/Not Applicable] 8. Maturity Date: [Specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year]
Appears in 1 contract
Sources: Agency Agreement
CONTRACTUAL TERMS. [The Prospectus dated 28th September, 2007 26 September 2008 [as supplemented from time to time] referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer of the Notes may only do so in:
(i) circumstances in which no obligation arises for the Issuer or any Dealer or Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer; or
(ii) those Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below, provided such person is one of the persons mentioned in Paragraph 10 of Part B below and that such offer is made during the Offer Period specified for such purposes therein. Neither the Issuer nor any Dealer or Manager has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where a non-exempt offer of Notes is anticipated.] [The Prospectus dated 28th September, 2007 26 September 2008 referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer or Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer or Manager has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where only an exempt offer of Notes is anticipated.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under “Terms and Conditions of the Notes” in the Prospectus dated 28th September, 2007 26 September 2008 [and the Supplementary Prospectus Prospectus[es] dated [ ]],(1) which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus [as so supplemented], including all documents incorporated by reference therein. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. The Prospectus [and the Supplementary Prospectus] [is] [are] available for viewing and copies may be obtained from the principal office in London, England of The Bank of New York, the issuing and principal paying agent for the Notes, at O▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.(2) [Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for completing the Final Terms.] [When completing any Final Terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.]
(i) Issuer: [ ] (the “Issuer”)
(ii) Credit Support Providers Toyota Motor Corporation Toyota Financial Services Corporation
2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [Delete if not applicable] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)
3. Specified Currency (or Currencies in the case of Dual Currency Notes): [ ]
4. Aggregate Nominal Amount of Notes: [ ] [(i)] Series: [ ] [Delete if not applicable] [(ii)] Tranche: [ ] [Delete if not applicable]
5. Issue Price : [ ] per cent. of the Aggregate Nominal Amount of Notes [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)]
(i) Specified Denominations: [ ] (3) [ ]
(ii) Calculation Amount: [ ] (If there is only one Specified Denomination, insert the Specified Denomination. If there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.B. there must be a common factor in the case of two or more Specified Denominations)
(i) Issue Date: [ ]
(ii) Interest Commencement Date: [Specify: Issue Date/Not Applicable] 8. Maturity Date: [Specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year]document
Appears in 1 contract
CONTRACTUAL TERMS. [The Prospectus dated 28th September, 2007 17 September 2010 [as supplemented from time to time] referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer of the Notes may only do so in:
(i) circumstances in which no obligation arises for the Issuer or any Dealer or Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer; or
(ii) those Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below, provided such person is one of the persons mentioned in Paragraph 10 of Part B below and that such offer is made during the Offer Period specified for such purposes therein. Neither the Issuer nor any Dealer or Manager has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where a non-exempt offer of Notes is anticipated.] [The Prospectus dated 28th September, 2007 17 September 2010 referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer or Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer or Manager has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where only an exempt offer of Notes is anticipated.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under “Terms and Conditions of the Notes” in the Prospectus dated 28th September, 2007 [and the Supplementary Prospectus dated [ ]](1) which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus [as so supplemented], including all documents incorporated by reference therein. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. The Prospectus [and the Supplementary Prospectus] [is] [are] available for viewing and copies may be obtained from the principal office in London, England of The Bank of New York, the issuing and principal paying agent for the Notes, at O▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.(2) [Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for completing the Final Terms.] [When completing any Final Terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.]
(i) Issuer: [ ] (the “Issuer”)
(ii) Credit Support Providers Toyota Motor Corporation Toyota Financial Services Corporation
2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [Delete if not applicable] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)
3. Specified Currency (or Currencies in the case of Dual Currency Notes): [ ]
4. Aggregate Nominal Amount of Notes: [ ] [(i)] Series: [ ] [Delete if not applicable] [(ii)] Tranche: [ ] [Delete if not applicable]
5. Issue Price : [ ] per cent. of the Aggregate Nominal Amount of Notes [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)]
(i) Specified Denominations: [ ] (3) [ ]
(ii) Calculation Amount: [ ] (If there is only one Specified Denomination, insert the Specified Denomination. If there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.B. there must be a common factor in the case of two or more Specified Denominations)
(i) Issue Date: [ ]
(ii) Interest Commencement Date: [Specify: Issue Date/Not Applicable] 8. Maturity Date: [Specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year]
Appears in 1 contract
CONTRACTUAL TERMS. [The Prospectus dated 28th September, 2007 16 September 2011 [as supplemented from time to time] referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/ECEC (the “Prospectus Directive”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer of the Notes may only do so in:
(i) circumstances in which no obligation arises for the Issuer or any Dealer or Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer; or
(ii) those Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below, provided such person is one of the persons mentioned in Paragraph 10 of Part B below and that such offer is made during the Offer Period specified for such purposes therein. Neither the Issuer nor any Dealer or Manager has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where a non-exempt offer of Notes is anticipated.] [The Prospectus dated 28th September, 2007 16 September 2011 referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/ECEC (the “Prospectus Directive”) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of the Notes may only do so in circumstances in which no obligation arises for the Issuer or any Dealer or Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer or Manager has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where only an exempt offer of Notes is anticipated.] Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under “Terms and Conditions of the Notes” in the Prospectus dated 28th September, 2007 [and the Supplementary Prospectus dated [ ]](1) which [together] constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus [as so supplemented], including all documents incorporated by reference therein. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Prospectus [as so supplemented]. The Prospectus [and the Supplementary Prospectus] [is] [are] available for viewing and copies may be obtained from the principal office in London, England of The Bank of New York, the issuing and principal paying agent for the Notes, at O▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇ ▇▇▇ and at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.(2) [Include whichever of the following apply or specify as “Not Applicable”. Note that the numbering should remain as set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for completing the Final Terms.] [When completing any Final Terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.]
(i) Issuer: [ ] (the “Issuer”)
(ii) Credit Support Providers Toyota Motor Corporation Toyota Financial Services Corporation
2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [Delete if not applicable] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)
3. Specified Currency (or Currencies in the case of Dual Currency Notes): [ ]
4. Aggregate Nominal Amount of Notes: [ ] [(i)] Series: [ ] [Delete if not applicable] [(ii)] Tranche: [ ] [Delete if not applicable]
5. Issue Price : [ ] per cent. of the Aggregate Nominal Amount of Notes [plus accrued interest from [insert date] (in the case of fungible issues only, if applicable)]
(i) Specified Denominations: [ ] (3) [ ]
(ii) Calculation Amount: [ ] (If there is only one Specified Denomination, insert the Specified Denomination. If there is more than one Specified Denomination insert the highest common factor of those Specified Denominations. N.B. there must be a common factor in the case of two or more Specified Denominations)
(i) Issue Date: [ ]
(ii) Interest Commencement Date: [Specify: Issue Date/Not Applicable] 8. Maturity Date: [Specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year]
Appears in 1 contract
CONTRACTUAL TERMS. [The Prospectus dated 28th September, 2007 referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, that any offer of Notes Covered Bonds in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/ECEC (the Prospectus Directive) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the NotesCovered Bonds. Accordingly, any person making or intending to make an offer of the Notes may only do so in:
(i) circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case in relation to such offer; or
(ii) those Public Offer Jurisdictions mentioned in Paragraph 10 of Part B below, provided such person is one of the persons mentioned in Paragraph 10 of Part B below and that such offer is made during the Offer Period specified for such purposes therein. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes in any other circumstances.] [Include the above legend where a non-exempt offer of Notes is anticipated.] [The Prospectus dated 28th September, 2007 referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Notes in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a “Relevant Member State”) will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Notes. Accordingly, Accordingly any person making or intending to make an offer in that Relevant Member State of the Notes Covered Bonds may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Notes Covered Bonds in any other circumstances.] [Include the above legend where only an exempt offer of Notes is anticipated.] . Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth under “Terms and Conditions of the Notes” in the Prospectus dated 28th September, 2007 5 November 2010 [and the Supplementary supplement to the Prospectus dated [ [insert date]]] (1) which [together,] the Prospectus), which constitute[s] a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the “Prospectus Directive”). This document constitutes the Final Terms of the Notes Covered Bonds described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus [as so supplemented], including all documents incorporated by reference thereinthe Offering Circular. Full information on the Issuer Issuer, the Guarantor and the Covered Bond Guarantor and the offer of the Notes Covered Bonds is only available on the basis of the combination of these Final Terms and the Offering Circular. Pursuant to Article 14(2) of the Prospectus [as so supplemented]. The Prospectus [Directive, the Offering Circular is available, free of charge, at the registered office of the Issuer and on the Supplementary Prospectus] [is] [are] available for viewing website of the Luxembourg Stock Exchange (▇▇▇.▇▇▇▇▇▇.▇▇) and copies may be obtained obtained, free of charge, from the principal registered office in Londonof the Principal Paying Agent at Winchester House, England of The Bank of New York, the issuing and principal paying agent for the Notes, at O▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇ ▇▇▇ and at w▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇.(2) [Include whichever . Terms used herein shall be deemed to be defined as such for the purposes of the following apply or specify as “Not Applicable”. Note that Conditions (the numbering should remain as Conditions) set out below, even if “Not Applicable” is indicated for individual paragraphs or sub-paragraphs. Italics denote guidance for completing forth in the Final Terms.Prospectus dated [original date] [When completing any Final Terms, or adding any other final terms or information, consideration should be given as to whether such terms or information constitute “significant new factors” and consequently trigger the need for a supplement to the Prospectus under Article 16 of the Prospectus Directive.]
(i) Issuer: [ ] (the “Issuer”)
(ii) Credit Support Providers Toyota Motor Corporation Toyota Financial Services Corporation
2. [(i)] Series Number: [ ] [(ii)] Tranche Number: [Delete if not applicable] (If fungible with an existing Series, details of that Series, including the date on which the Notes become fungible)
3. Specified Currency (or Currencies in the case of Dual Currency Notes): [ ]
4. Aggregate Nominal Amount of Notes: [ ] [(i)] Series: [ ] [Delete if not applicable] [(ii)] Tranche: [ ] [Delete if not applicable]
5. Issue Price : [ ] per cent. of the Aggregate Nominal Amount of Notes [plus accrued interest from dated [insert date] (in ]]. This document constitutes the case Final Terms of fungible issues only, if applicable)]
(i) Specified Denominations: [ ] (3) [ ]
(ii) Calculation Amount: [ ] (If there is only one Specified Denomination, insert the Specified Denomination. If there is more than one Specified Denomination insert Covered Bonds described herein for the highest common factor purposes of those Specified Denominations. N.B. there must be a common factor in the case of two or more Specified Denominations)
(i) Issue Date: [ ]
(ii) Interest Commencement Date: [Specify: Issue Date/Not Applicable] 8. Maturity Date: [Specify date or (for Floating Rate Notes) Interest Payment Date falling in or nearest to the relevant month and year]Article
Appears in 1 contract
Sources: Covered Bond Programme