Final Terms dated 9 March 2015
MORGAN STANLEY B.V.
Issue of upto SEK 200,000,000 FX Basket Linked Notes due 2018
Guaranteed by Morgan Stanley
under the Regulation S Program for the Issuance of Notes, Series A and Series B, Warrants and Certificates
PART A – CONTRACTUAL TERMS
This document constitutes Final Terms relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Notes set forth in the Base Prospectus dated 16 December 2014 which constitutes a base prospectus (the "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 the Base Prospectus as so supplemented. Full information on the Issuer, the Guarantor and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. However, a summary of the Issue is annexed to these Final Terms. Copies of the Base Prospectus are available from the offices of Morgan Stanley & Co. International plc at 25 Cabot Square, Canary Wharf, London, E14 4QA and on the Issuers' website at and copies of the Base Prospectus and these Final Terms are available on the website of the Luxembourg Stock Exchange at
(i)Series Number: / EU252(ii)Series designation: / Series A
(iii)Tranche Number: / 1
Specified Currency or Currencies: / Swedish Kroner (“SEK”)
Aggregate Nominal Amount of the Notes: / Upto SEK 200,000,000
(i)Series: / SEK 200,000,000
(ii)Tranche: / SEK 200,000,000
Issue Price / 100 per cent. of par per Note
(i) Specified Denominations (Par): / SEK 10,000
(ii) Calculation Amount: / SEK 10,000
(i) Issue Date: / 15 May 2015
(ii) Trade Date: / 30 April 2015
(iii) Interest Commencement Date / Not Applicable
(iv)Strike Date: / 5 May 2015
(v)Determination Date: / 4 May 2018
Maturity Date: / Scheduled Maturity Date is15 May 2018
Specified Day(s): / Applicable
5 Business Days
Interest Basis: / Not Applicable
Redemption/Payment Basis: / Currency-Linked Redemption
Put/Call Options:
(i)Redemption at the option of the Issuer: / Not Applicable
(General Condition 15.5)
(ii)Redemption at the option of the Noteholders: / Not Applicable
(General Condition 15.7)
Method of distribution: / Non-syndicated
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
Linked Interest Provisions: Relevant Underlying / Not Applicable
(General Conditions6.8 and8)
(A) / Single Index-Linked Interest Notes / Index Basket-Linked Interest Notes: / Not Applicable
(B) / Single ETF-Linked Notes, ETF Basket Linked Interest Notes: / Not Applicable
(C) / Commodity- Linked Interest Notes
(General Condition 10) / Not Applicable
(D) / Currency Linked Interest Notes / Not Applicable
(General Condition 11)
(E) / Inflation-Linked Interest Notes / Not Applicable
(General Condition 12)
(F) / Fund-Linked Interest Notes / Not Applicable
(General Condition 13)
Linked Interest Provisions: Interest Terms
(General Condition 6.8 and Section 5 of the Additional Conditions) / Not Applicable
(D) / Linked Notes (Dual Barrier Conditional Coupon) / Not Applicable
(E) / Linked Notes (Range Barrier Conditional Coupon) / Not Applicable
(F) / Linked Notes (Range Accrual Coupon) / Not Applicable
(G) / Linked Notes (Performance Linked Coupon):
(Paragraph 1.7 of Section 5 of the Additional Conditions) / Not Applicable
(H) / Linked Notes (Participation and Performance Linked Coupon):
(Paragraph 1.8 of Section 5 of the Additional Conditions) / Not Applicable
(I) / Linked Notes (Inflation Linked Coupon):
(Paragraph 1.9 of Section 5 of the Additional Conditions) / Not Applicable
PROVISIONS RELATING TO REDEMPTION
Call Option / Not Applicable
(General Condition 15.5)
Put Option / Not Applicable
(General Condition 15.7)
Final Redemption Amount of each Note / Linked Redemption Amount specified below
(General Condition 14.1)
Linked Redemption Provisions: Relevant Underlying
(General Conditions8 and 14)
(A) / Single Share-Linked Redemption Notes/ Share Basket-Linked Redemption Notes: / Not Applicable
(General Condition 8)
(B) / Single Index-Linked Redemption Notes/ Index Basket-Linked Redemption Notes: / Not Applicable
(General Condition 8)
(C) / Single ETF-Linked Redemption Notes/ ETF Basket-LinkedRedemption Notes: / Not Applicable
(D) / Commodity-Linked Redemption Notes
(General Condition 10) / Not Applicable
(E) / Currency-Linked Redemption Notes / Applicable – Basket of Currencies
(General Condition 11)
(i)Settlement Currency: / EUR
(ii)Reference Currency: / Indian Rupee (INR), Turkish Lira (TRY), Brazilian Real (BRL) and South African Rand (ZAR)
(iii)Specified Amount: / Not Applicable
(iv)Reference Currency Jurisdiction: / In respect of Indian Rupee, India;
In respect of Turkish Lira, Turkey;
In respect of Brazilian Real, Brazil; and
In respect of South African Rand, South Africa.
(v)Specified Rate: / Official fixing rate; in respect of the currency pair for, USD/INR, EUR/TRY, EUR/ZAR, EUR/USD, USD/BRL
(vi)Determination Agent responsible for calculating the Final Redemption Amount: / Morgan Stanley & Co. International plc
(vii)Settlement Rate Option: / Currency Reference Dealers
(viii)Currency Disruption Events: / Price Source DisruptionisApplicable and Additional Price Source Disruption isapplicable
(ix)Currency Disruption Fallbacks: / Currency Disruption Fallback(s) shall apply in the following order:
(i)Determination Agent Determination of Settlement Rate;
(ii)Fall Back Reference Price.
(x)Price Materiality Percentage: / Not Applicable
(xi)Reference Source: / In respect of each Currency Pair as follows:
EUR/INR spot exchange rate determined as the product of EUR/USD and USD/INR;
EUR/TRY spot exchange rate for EUR/TRY as quoted on Reuters Screen Page ECB37 at or about 2.15 pm Frankfurt time on the Relevant Date;
EUR/BRL means spot exchange rate determined as the product of EUR/USD and USD/BRL;
EUR/ZAR means the spot rate for EUR/ZAR as published on Reuters Page ECB37 at or around 2.15 pm Frankfurt time on the Relevant Date;
EUR/USD means the spot exchange rate for EUR/USD as published on Reuters Screen ECB37 at or around 2.15 pm Frankfurt time on the Relevant Date;
USD/BRL means the offered side exchange rate for USD/BRL as published on Reuters Screen BRFR Page at or around 1.15 pm Sao Paulo time on the Relevant Date;
USD/INR means the spot exchange rate for USD/INR as published on Reuters Screen RBIB at or around 2.30 pm Mumbai time
(xii)Additional Disruption Events / Change in Law –Not Applicable
Hedging Disruption Not Applicable
Increased Cost of Hedging - Not Applicable
(F) / Inflation-Linked Redemption Provisions
(General Condition 12) / Not Applicable
(G) / Fund-Linked Redemption Provisions
(General Condition 14) / Not Applicable
Linked Redemption Provisions: Final Redemption Amount
(General Condition 15 and Section 5 of the Additional Conditions)
(A) / Linked Notes (Fixed Redemption): / Not Applicable
(B) / Linked Notes (Participation and Performance-Linked Redemption): / Applicable
(i)Specified Rate: / 90 per cent.
(ii)Participation Rate: / A percentage rate to be determined by the Determination Agent before the Issue Date and notified to the Noteholders thereafter by publication on provided that such percentage rate shall be not less than 140 per cent.
(iii)Final Redemption Rate: / 0 per cent.
(iv)Relevant Underlying Performance for determining Final Redemption Amount: / Selected Average Basic Performance applies. See paragraph 21 I (c) below for further details.
(v)Determination Date: / 4 May 2018
(vi)FXFinal: / Not Applicable
(vii)FXInitial: / Not Applicable
(viii)Specified Currency: / Not Applicable
- Relevant Screen Page in respect of Specified Currency:
- Specified Time in respect of Specified Currency:
(ix)Second Currency: / Not Applicable
- Relevant Screen Page in respect of Second Currency:
- Specified Time in respect of Second Currency:
(C) / Linked Notes (Barrier Redemption): / Not Applicable
(D) / Linked Notes (Barrier and Participation Redemption): / Not Applicable
(E) / Linked Notes (Dual Barrier Redemption): / Not Applicable
(F) / Linked Notes (Dual Barrier Redemption - Twin Win) / Not Applicable
(G) / Linked Notes (Synthetic Zero Redemption): / Not Applicable
(H) / Linked Notes (Lock In Ladder Redemption): / Not Applicable
(I) / Linked Notes (Lock In Ladder Barrier Redemption): / Not Applicable
(J) / Linked Notes (Ranked Underlying Redemption): / Not Applicable
(K) / Linked Notes (Multiple Barrier Redemption): / Not Applicable
(L) / Linked Notes (Inflation Linked Redemption):
(Paragraph 2.11 of Section 5 of the Additional Conditions) / Not Applicable
Linked Redemption Provisions: Value Determination Terms
(Section 7 of the Additional Conditions)
(A) / Value Determination Terms for Initial Reference Value / Spot Value
- Reference Month:
- Basic Value Determination Terms:
- Averaging Dates in relation to Strike Date:
- Averaging Date Disruption:
- Value Observation Dates in respect of Strike Date:
- Floor Value:
- Global Floor Value:
- Cap Value:
- Global Cap Value:
(B) / Value Determination Terms for Final Reference Value as of the Determination Date: / Average Value
- Reference Month:
- Basic Value Determination Terms:
- Averaging Dates in relation to Determination Date:
- Averaging Date Disruption:
- Value Observation Dates in relation to Determination Date:
- Floor Value:
- Global Floor Value:
- Cap Value:
- Global Cap Value:
(C) / Value Determination Terms for Relevant Underlying Value:
(Section 7 of the Additional Conditions) / Not Applicable
(I)Linked Redemption Provisions: Performance Determination Terms for Final Redemption Amount
(for determining Relevant Underlying Performance where used for determining the Final Redemption Amount)
(Section 8 of the Additional Conditions)
(A) / Performance Determination Terms for Notes linked to a Single Underlying:
(for purposes of determining Final Redemption Amount in accordance with all provisions except Paragraph 2.6(b) of Section 5 of the Additional Conditions) / Not Applicable
(B) / Performance Determination Terms for Relevant Underlying Performance (Put) for Notes linked to a Single Underlying:
(for purposes of determining Final Redemption Amount in accordance with Paragraph 2.6(b) of Section 5 of the Additional Conditions) / Not Applicable
(C) / Performance Determination Terms for Notes linked to a Relevant Underlying which is a Basket:
(for determining "Relevant Underlying Performance")
(Section 8 of the Additional Conditions) / Selected Average Basic Performance
(i)Performance Rate: / -100 per cent.
(ii) Strike: / 110 per cent.
(iii)Default Performance: / Not Applicable
(iv)OTM Rate: / Not Applicable
(v)Cap: / Not Applicable
(vi)Floor: / Not Applicable
(vii)Selected Basket Components: / For the purposes of determining the Selected Basket Component, "J" = 1, 2, 3and 4
(viii)Relevant Weighting or "Wi": / 25 per cent.
Basket Component / Wi
EUR/INR / 25%
EUR/TRY / 25%
EUR/BRL / 25%
EUR/ZAR / 25%
(ix)Initial Reference Value: / Determined in accordance with the Value Determination Terms specified below
(x)Value Determination Terms for Initial Reference Value:
(Section 7of the Additional Conditions) / Spot Value
- Reference Month:
- Basic Value Determination Terms:
- Averaging Dates in relation to Strike Date:
- Averaging Date Disruption:
- Value Observation Dates in respect of Strike Date:
- Floor Value:
- Global Floor Value:
- Cap Value:
- Global Cap Value:
(xi)Value Determination Terms for Final Reference Value:
(Section 7of the Additional Conditions) / Average Value
- Reference Month:
- Basic Value Determination Terms:
- Averaging Dates in relation to Determination Date:
- Averaging Date Disruption:
- Value Observation Dates in respect of the Determination Date:
- Floor Value:
- Global Floor Value:
- Cap Value:
- Global Cap Value:
(xii)Value Determination Terms for PIDD Reference Value as of each Interest Determination Date:
(Section 7of the Additional Conditions) / Not Applicable
(II)
Linked Redemption Provisions: Performance Determination Terms for Knock-in Value
(for determining Relevant Underlying Performance, where used for determining the Knock-in Value)
(Section 8 of the Additional Conditions)
(A) / Performance Determination Terms for Notes linked to a Single Underlying:
(for determining "Relevant Underlying Performance") / Not Applicable
(B) / Performance Determination Terms for Notes linked to a Relevant Underlying which is a Basket:
(for determining "Relevant Underlying Performance")
(Section 8 of the Additional Conditions) / Not Applicable
Early Redemption Amount upon Event of Default (General Condition 20): / Qualified Financial Institution Determination. The Determination Agent will determine the amount a Qualified Financial Institution would charge to assume all of the Issuer's payment and other obligations with respect to such Notes as if no such Event of Default had occurred or to undertake obligations that would have the effect of preserving the economic equivalent of any payment by the Issuer to the Noteholder with respect to the Notes
Inconvertibility Event Provisions: / Not Applicable
(General Condition 32)
Automatic Early Redemption Event: / Not Applicable
GENERAL PROVISIONS APPLICABLE TO THE NOTES
Form of Notes:
(General Condition 3) / Registered Notes:
Global Note Certificate registered in the name of a common depositary for Euroclear and Clearstream, Luxembourg, exchangeable for Individual Note Certificates on 30 days' notice/at any time/ in the limited circumstances described in the Global Note Certificate
Swedish Notes
Additional Business Centre(s) or other special provisions relating to Payment Dates: / Stockholm
Record Date: / As set out in the General Conditions
Redenomination, renominalisation and reconventioning provisions: / Not Applicable
Taxation:
(i)General Condition 19.1: / "Additional Amounts" is Not Applicable
(ii)General Condition 19.3: / Implementation of Financial Transaction Tax Event is Applicable
DISTRIBUTION
(i)If syndicated, names [and addresses] of Managers [and underwriting commitments]: and names and addresses of the entities agreeing to place the issue without a firm commitment or on a "best efforts" basis if such entities are not the same as the Managers.)] / Not Applicable
(ii)[Date of [Subscription] Agreement: / Not Applicable
(iii)Stabilising Manager(s) (if any): / Not Applicable
If non-syndicated, name and address of Dealer: / Morgan Stanley & Co. International plc
25 Cabot Square
London E14 4QA
Non-exempt Offer and Offer Period: / An offer of the Notes may be made by any person who is authorised to make such offers under the Markets in Financial Instruments Directive (Directive 2004/39/EC) other than pursuant to Article 3(2) of the Prospective Directive in Sweden ("Public Offer Jurisdictions") during the period from, and (including), 9 March 2015 to, and (including) 17 April 2015, ("Offer Period")
See further paragraph 7 of Part B below
Total commission and concession: / In connection with the offer and sale of the Notes, Morgan Stanley & Co. International plcwill pay the Distributor a one time or recurring distribution fee amount equal to a maximum of 1.20 per cent. per annum.
Signed on behalf of the Issuer:
By:
Duly authorised
PART B – OTHER INFORMATION
- LISTING AND ADMISSION TO TRADING
Listing and admission to Trading: / Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Nasdaq OMX Stockholm Stock Exchange with effect from the Issue Date.
No assurances can be given that such application for listing and/or admission to trading will be granted (or, if granted, will be granted by the Issue Date
Last day of Trading: / Determination Date
- RATINGS
Ratings: / The Notes will not be rated
- INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
Need to include a description of any interest, including conflicting ones, that is material to the issue/offer, detailing the persons involved and the nature of the interest. May be satisfied by the inclusion of the following statement:
"Save as discussed in "Subscription and Sale" of the Base Prospectus dated 16 December 2014, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer".
- REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
(i)Reasons for the offer: / The net proceeds from the sale of Notes will be used by the Issuer for general corporate purposes, in connection with hedging the Issuer’s obligations under the Notes, or both.
(ii)Estimated net proceeds: / Upto SEK 200,000,000 the Issuer shall confirm the final Nominal Amount to be issued upon the closing of theSubscription Period.
[(iii)]Estimated total expenses: / Not Applicable
- Index-Linked or other variable-linked Notes only – PERFORMANCE OF INDEX/ EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE UNDERLYING
The Final Redemption Amount payable on the Notes is linked to a specified percentage of the performance of the Relevant Underlying and Noteholders may not receive the amount initially invested, and may receive a significantly lesser amount subject to the minimum amount specified.
The Issuer does not intend to provide post-issuance information.
- OPERATIONAL INFORMATION
ISIN Code: / SE0006877981
Common Code: / Not Applicable
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking sociétéanonyme and the relevant identification number(s): / Swedish CSD: Euroclear Sweden AB, Klarabergsviadukten 63, Box 191, SE 101 23, Stockholm, Sweden
Delivery: / Delivery free of payment
Names and addresses of initial Paying Agent(s): / Skandinaviska Enskilda Banken AB
Kungstradgardsgatan 8
SE-106 40 Stockholm
Sweden
Names and addresses of additional Paying Agent(s) (if any): / Not Applicable
Intended to be held in a manner which would allow Eurosystem eligibility: / No
- TERMS AND CONDITIONS OF THE OFFER
Offer Price: / Issue Priceand a subscription surcharge at the discretion of the Distributor of up to 2% of Par
Conditions to which the offer is subject: / Offers of the Notes are conditional upon their issue
Description of the application process: / A prospective investor should contact the Distributor (as defined below) during the Subscription Period. The Distributor has the right to close the Subscription Period early. A prospective investor will acquire the Notes in accordance with the arrangements existing between the Distributor and its customers relating to the subscription of securities generally and not directly with the Issuer or the Dealer.
Persons interested in purchasing Notes should contact their financial adviser. If an investor in any jurisdiction other than Sweden wishes to purchase Notes, such investor should (a) be aware that sales in the relevant jurisdiction may not be permitted; and (b) contact its financial adviser, bank or financial intermediary for more information.
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants: / Not Applicable
Details of the minimum and/or maximum amount of application: / Not Applicable
Details of the method and time limited for paying up and delivering the Notes: / The Notes will be issued on the Issue Date against payment to the Issuer of the net subscription moneys
Manner in and date on which results of the offer are to be made public: / The results of the offer will be communicated to the applicants by the Distributor
Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: / Not Applicable
Process for notification to applicants of the amount allotted and the indication whether dealing may begin before notification is made: / Not Applicable
Amount of any expenses and taxes specifically charged to the subscriber or purchaser: / Not Applicable
Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place. / Distributor:
Distributor: StrukturinvestFondkommission (FK) AB of StoraBadhusgatan 18-20, Göteborg, Sweden (the “Distributor”) will be the sole placer of the Notes to the Dealer.
- PLACING AND UNDERWRITING
Name and address of the co-ordinator(s) of the global offer and of single parts of the offer and, to the extend known to the issuer or to the offeror, of the placers in the various countries where the offer takes place: / Not Applicable
Name and address of any paying agents and depository agents in each country: / Not Applicable
Entities agreeing to underwrite the issue on a firm commitment basis, and entities agreeing to place the issue without a firm commitment or under "best efforts" agreements. Where not all of the issue is underwritten, a statement of the portion not covered: / Not Applicable
- OTHER MARKETS
All the regulated markets or equivalent markets on which, to the knowledge of the issuer, securities of the same class of securities to be offered or admitted to trading are already admitted to trading: / None
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