Key Information Document
Purpose
This document provides you with key information about this investment product. It is not marketing material. The information is required by
law to help you understand the nature, risks, costs, potential gains and losses of this product and to help you compare it with other products.
Product
Product name EUR 25,000,000 Callable Subordinated Capital Securities (the "Capital Securities")
ISIN FI4000375258
Name of manufacturer NoHo Partners Plc (the "Issuer")
For more information, visit https://www.noho.fi or make a call to +358 10 423 3283
Regulated by Finanssivalvonta (the Finnish Financial Supervisory Authority)
Produced 25 March 2019
You are about to purchase a product that is not simple and may be difficult to understand.
What is this product?
This product is a financial instrument in the form of a hybrid bond that is subordinated to certain other debt obligations of the
Type Issuer and subject to Finnish Law.
Objectives This product is a security that offers interest income which is fixed for the first three years. The interest is fixed for each
subsequent three-year period at each interest reset date. On the first interest reset date there will be an interest step-up as
described below regarding the interest payment structure. The product does not have a specified maturity date but the Issuer
is entitled to redeem the product for the first time on the third anniversary of the issue date (29 March 2022), and
subsequently, on each annual interest payment date. The Issuer has a unilateral regular call right and the invested capital will
only become due for repayment after the Issuer has exercised its call right. The Issuer has the right to defer interest
payments, i.e. to not to pay interest on the respective interest payment dates (but must make up deferred interest payments
under certain conditions). In addition, the Issuer has a call right for redemption at any time in the case of certain pre-defined
special events as defined in the terms and conditions (Tax-, Accounting-, Corporate Restructuring-, Replacing Capital-, Disposal
Event, Witholding Tax and Change of Control). You have no right to demand the redemption of the product and thus make the
invested capital due for repayment. Your claim against the Issuer under the product is deeply subordinated. This means that
in the event of the insolvency or dissolution of the Issuer, certain other debt obligations of the Issuer will be satisfied with
priority before your claim. The following are indicative terms based on current market conditions:
Minimum subscription amount EUR 100,000
Denomination EUR 1,000
Term Perpetual (no fixed term)
Currency EUR
Issue price 100 %
Issue date 29 March 2019
Nominal amount EUR 25,000,000
First fixed rate per annum 9.00%
Interest determination period(s) 3 years
Interest payment dates Annually in arrears on 29 March in each year
9.00% for the first three years. Thereafter the annual interest rate will be
Interest payment structure determined for three year periods as the 3-year Swap Rate plus the initial
margin of 909.8 bps p.a. plus a step-up margin of 5.00 percentage points p.a.
First reset date 29 March 2022
Initially, on the first reset date. Subsequently callable annually on each
Regular call right of the Issuer
interest payment date
Redemption amount at first call Issuer call at 100% on the first reset date.
Replacing Capital-/Disposal Event call right of Any time after the occurrence of such event, redemption takes place at 103%
the Issuer for Replacing Capital or at 102% for Disposal Event.
Call right of investor None
Stock market listing None
The product has no fixed maturity. It is designed to be called by the Issuer.
Intended retail The product is intended for:
investor
a. Clients that are eligible counterparties, professional clients or retail clients, each as defined in MiFID II
b. Clients qualifying as informed or advanced investors with average (informed investor) or good (advanced
investor) knowledge and/or experience with financial products.
c. Clients that have the ability to bear losses of up to 100% of the capital invested in the product, and who have a
high risk tolerance and therefore do not need a fully guaranteed income or return profile.
d. Clients whose investment objective is to generate growth of the invested capital and have a long-term
investment horizon.
The manufacturer has made an assessment as to the distribution strategy for the Capital Securities, and have concluded that
(i) all channels for distribution to eligible counterparties and professional clients are appropriate; and (ii) the following
channels for distribution of the Securities to retail clients are appropriate – investment advice, portfolio management, and
non-advised sales or execution with appropriateness test, subject to the distributor’s suitability and appropriateness
obligations under Directive 2014/65/EU (as amended, “MiFID II”), as applicable. Any person subsequently offering, selling or
recommending the Capital Securities (a “distributor”) should take into consideration the manufacturer’s target market
assessment. However, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in
respect of the Capital Securities (by either adopting or refining the manufacturer’s target market assessment) and
determining appropriate distribution channels. Nordea Bank Abp (the “Lead Manager”) is the manufacturer of the Capital
Securities for the purposes of MiFID II product governance rules.
What are the risks and what could I get in return?
Risk indicator
1 2 3 4 5 6 7
Lower risk Higher risk
The risk indicator assumes you keep the product until 29 March 2022.
! The actual risk can vary significantly if you cash in at an early stage and you may get back less.
You may not be able to sell your product easily or you may have to sell at a price that significantly impacts on how much you get
back.
!
The summary risk indicator is a guide to the level of risk of the product compared to other products. It shows how likely it is that you will lose
money because of movements in the markets or because the Issuer is not able to pay you. The Issuer has classified the product as 6 out of 7,
which is the second-highest risk class. This rates the potential losses from future performance at a very high level, and poor market conditions
are likely to impact the capacity of the Issuer to pay you.
You bear the risk that a redemption of the product will occur at an unfavourable time for you and which can be earlier or later than the first call
date. The product may never be redeemed, any redemption is in the Issuer’s discretion. This product does not include any protection from
future market performance so you could lose some or all of your investment. If the Issuer is not able to pay you what is owed, you could lose
your entire investment.
Performance scenarios1
Investment EUR 10,000 29 March 2022
1 year 2 years
Scenarios (Recommended holding period)
Stress scenario What you might get back after costs 12,650.00 12,650.00 12,700.00
Average return each year 26.18% 12.40% 8.23%
Unfavourable What you might get back after costs 12,650.00 12,650.00 12,700.00
scenario
Average return each year 26.18% 12.40% 8.23%
Moderate scenario What you might get back after costs 12,650.00 12,650.00 12,700.00
Average return each year 26.18% 12.40% 8.23%
Favourable scenario What you might get back after costs 12,650.00 12,650.00 12,700.00
Average return each year 26.18% 12.40% 8.23%
This table shows the money you could get back until 29 March 2022, under different scenarios, assuming that you invest EUR 10,000.00. The
scenarios shown illustrate how your investment could perform. You can compare them with the scenarios of other products. The scenarios
presented are an estimate of future performance based on evidence from the past on how the value of this investment varies, and are not an
exact indicator. What you get will vary depending on how the market performs and how long you keep the investment/product. The stress
1
Please note that the indicative amounts and returns in this table are calculated based on the method prescribed by applicable law. Market developments in the
future cannot be accurately predicted. The scenarios shown are only an indication of some of the possible outcomes based on recent returns. Actual returns could be
lower.
scenario shows what you might get back in extreme market circumstances, and it does not take into account the situation where the Issuer is
not able to pay you or may decide not to make interest payments and not to redeem the product. The figures shown include all the costs of the
product itself but does not include the costs that you pay to your advisor or distributor. The figures do not take into account your personal tax
situation, which may also affect how much you get back.
What happens if NoHo Partners Plc is unable to pay out?
You are exposed to the risk that the Issuer will not exercise its right of redemption and that the invested capital will therefore not have any
repayment obligations. The Issuer is also entitled to defer interest payments. If the Issuer is unable to meet its (re)payment obligations under
the product, you may suffer losses under the security. Your claim against the Issuer under the product is deeply subordinated. This means that
in the event of the insolvency or dissolution of the Issuer, certain other debt obligations of the Issuer will be satisfied with priority before your
claim. A total loss of the invested capital is possible. A loss is not covered by a compensation or protection system for investors.
What are the costs?
The Reduction in Yield (RIY) shows what impact the total costs you pay will have on the investment return you might get. The total costs take
into account one-off, ongoing and incidental costs.
The amounts shown here are the cumulative costs of the product itself, for three different holding periods. They include potential early exit
penalties. The figures assume you invest EUR 10,000. The figures are estimates and may change in the future.
Costs over time
The person selling you or advising you about this product may charge you other costs. If so, this person will provide you with information about
these costs, and show you the impact that all costs will have on your investment over time.
If you cash in at the
Investment (EUR 10.000)
If you cash in after 1 year If you cash in after 2 years recommended holding
Scenarios
period
Total costs (EUR) EUR 100 EUR 100 EUR 50
Impact on return (RIY) per year 1.12 % 0.52 % 0.20 %
Composition of costs
The table below shows:
The impact each year of the different types of costs on the investment return you might get at the end of the recommended holding
period.
What the different cost categories mean.
This table shows the impact on return per year
One-off costs Entry costs 0.20 % The impact of the costs you pay when entering your investment.
Exit costs n.a. The impact of the costs of exiting your investment when it matures.
Ongoing costs Portfolio transaction costs 0% The impact of the costs of us buying and selling underlying
investments for the product.
Other ongoing costs 0% The impact of the costs that we take each year for managing your
investments and the costs presented in Section II.
How long should I hold it and can I take money out early?
Recommended holding period: until 29 March 2022
The product is so called perpetual, i.e. it does not have a pre-determined maturity date. Since the security is designed for being called at the
first call date (i.e. 29 March 2022), the recommended holding period equals the first call date.
The realised/actual holding period can be shorter or longer due to the perpetual callable structure of the product as well as unfavourable
market conditions. In addition to the regular call right which exercisable as per 29 March 2022 and annually thereafter, the Issuer has an
additional call right for redemption at any time in the case of certain pre-defined special events as defined in the terms and conditions (Tax-,
Accounting-, Corporate Restructuring-, Replacing Capital-, Disposal Event, Witholding Tax and Change of Control).
Only the Issuer has the right to decide to redeem the product. You have no right to be redeemed prior to call of the product by the Issuer. The
only option (if any) may be to sell the product over-the-counter prior to repayment by the Issuer. The amount you receive on such a sale may
also be significantly less than the amount you would have received if you had held the product until redemption by the Issuer. The purchase or
sale of the product may be temporarily or permanently not possible.
How can I complain?
Any complaint regarding the product or the conduct of the Issuer can be submitted in written form to NoHo Partners Plc, Hatanpään valtatie 1
B, FI-33100 TAMPERE or by email to
[email protected]. If you have a complaint about a person who is advising on, or selling, the product
you should pursue that complaint with the relevant person.
Other relevant information
The terms and conditions and the information memorandum are the sole legally binding documentation for the product. To obtain full
information on the product, in particular about the product characteristics and the risks associated with this investment, the terms and
conditions and the information memorandum should be read. A copy of them is selectively available upon request from Noho Partners Plc and
the Lead Manager of the issuance of the product.
