Ashurst Draft: March 4, 2015 (1st Draft)
ISIN: SE0006852299
Common Code: 113369736
Valoren: 26154596
PIPG Tranche Number: 50401
Final Terms dated March 9, 2015
GOLDMAN SACHS INTERNATIONAL
Series A Programme for the issuance
of Warrants, Notes and Certificates
Issue of up to SEK 100,000,000 Five-Year Quanto Phoenix Worst of Autocallable Certificates on a Share Basket, due May 18, 2020
(the "Certificates" or the "Securities")
Guaranteed by The Goldman Sachs Group, Inc.
CONTRACTUAL TERMS
Terms used herein shall have the same meaning as in the General Instrument Conditions, the Payout Conditions, the Coupon Payout Conditions, the Autocall Payout Conditions and the applicable Underlying Asset Conditions set forth in the base prospectus dated June 20, 2014 (the "Base Prospectus") and the supplements to the Base Prospectus dated July 17, 2014, August 8, 2014, August 28, 2014, September 3, 2014, October 17, 2014, November 6, 2014, November 7, 2014, January 21, 2015 and February 25, 2015 which together constitute a base prospectus for the purposes of Directive 2003/71/EC (as amended by Directive 2010/73/EU, the "Prospectus Directive"). This document constitutes the Final Terms of the Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Base Prospectus as so supplemented. Full information on the Issuer, the Guarantor and the offer of the Certificates is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplements to the Base Prospectus are available for viewing at www.bourse.lu and during normal business hours at the registered office of the Issuer, and copies may be obtained from the specified office of the Programme Agent in Luxembourg. These Final Terms are available for viewing at www.gspip.info.
A summary of the Certificates (which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) is attached to these Final Terms.
1. / Tranche Number: / One.2. / Settlement Currency: / Swedish Krona ("SEK").
3. / Aggregate Nominal Amount of Certificates in the Series:
(i) Series: / Up to SEK 100,000,000.
(ii) Tranche: / Up to SEK 100,000,000.
(iii) Trading in Nominal: / Applicable.
(iv) Nominal Amount: / SEK 10,000.
4. / Issue Price: / 100 per cent. (100%) of the Aggregate Nominal Amount.
5. / Calculation Amount: / SEK 10,000.
6. / Issue Date: / May 15, 2015.
7. / Maturity Date: / Scheduled Maturity Date is May 18, 2020.
(i) Strike Date: / May 4, 2015. [GS: Please confirm]
(ii) Relevant Determination Date (General Instrument Condition 2(a)): / [Latest Reference Date in respect of the] Final Reference Date.
(iii) Scheduled Determination Date: / May 5, 2020.
(iv) First Maturity Date Specific Adjustment: / Applicable.
− Specified Day(s) for the purposes of "First Maturity Date Specific Adjustment": / Ten Business Days following the Relevant Determination Date. [GS: Please confirm referencing of the Relevant Determination Date]
(v) Second Maturity Date Specific Adjustment: / Not Applicable.
(vi) Business Day Adjustment: / Not Applicable.
(vii) American Style Adjustment: / Not Applicable.
8. / Underlying Asset(s): / The Shares (as defined below).
VALUATION PROVISIONS
9. / Valuation Date(s): / June 4, 2015, July 6, 2015, August 4, 2015, September 4, 2015, October 5, 2015, November 4, 2015, December 4, 2015, January 4, 2016, February 4, 2016, March 4, 2016, April 4, 2016, May 4, 2016, June 6, 2016, July 4, 2016, August 4, 2016, September 5, 2016, October 4, 2016, November 4, 2016, December 5, 2016, January 4, 2017, February 6, 2017, March 6, 2017, April 4, 2017, May 4, 2017, June 6, 2017, July 4, 2017, August 4, 2017, September 4, 2017, October 4, 2017, November 6, 2017, December 4, 2017, January 4, 2018, February 5, 2018, March 5, 2018, April 4, 2018, May 4, 2018, June 4, 2018, July 4, 2018, August 6, 2018, September 4, 2018, October 4, 2018, November 5, 2018, December 4, 2018, January 4, 2019, February 4, 2019, March 4, 2019, April 4, 2019, May 7, 2019, June 4, 2019, July 4, 2019, August 5, 2019, September 4, 2019, October 4, 2019, November 4, 2019, December 4, 2019, January 6, 2020, February 4, 2020, March 4, 2020, April 6, 2020 and May 5, 2020.
− Final Reference Date: / The Valuation Date scheduled to fall on May 5, 2020.
10. / Initial Valuation Date: / May 4, 2015.
11. / Averaging: / Not Applicable.
12. / Asset Initial Price: / In respect of each Asset, its Initial Closing Price.
13. / Adjusted Asset Final Reference Date: / Not Applicable.
14. / Adjusted Asset Initial Reference Date: / Not Applicable.
15. / FX (Final) Valuation Date: / Not Applicable.
16. / FX (Initial) Valuation Date: / Not Applicable.
17. / Final FX Valuation Date: / Not Applicable.
18. / Initial FX Valuation Date: / Not Applicable.
COUPON PAYOUT CONDITIONS
19. / Coupon Payout Conditions: / Applicable.
20. / Interest Basis: / Conditional Coupon.
21. / Interest Commencement Date: / Not Applicable.
22. / Fixed Rate Instrument Conditions (General Instrument Condition 11): / Not Applicable.
23. / BRL FX Conditions (Coupon Payout Condition 1.1(c)): / Not Applicable.
24. / FX Security Conditions (Coupon Payout Condition 1.1(d)): / Not Applicable.
25. / Floating Rate Instrument Conditions (General Instrument Condition 12): / Not Applicable.
26. / Change of Interest Basis (General Instrument Condition 13): / Not Applicable.
27. / Conditional Coupon (Coupon Payout Condition 1.3): / Applicable.
(i) Coupon Payment Event: / Applicable, for the purposes of the definition of "Coupon Payment Event" in the Coupon Payout Conditions, Coupon Barrier Reference Value greater than or equal to the Coupon Barrier Level is applicable in respect of each Coupon Observation Date.
(ii) Coupon Barrier Reference Value: / Coupon Barrier Closing Price.
(iii) Coupon Barrier Level: / Applicable, in respect of each Asset and each Coupon Observation Date, 70 per cent. (70%) of the Asset Initial Price.
(a) Coupon Barrier Level 1: / Not Applicable.
(b) Coupon Barrier Level 2: / Not Applicable.
(iv) Coupon Observation Date: / Each date set forth in the Contingent Coupon Table in the column entitled "Coupon Observation Date".
(v) Memory Coupon: / Applicable.
(vi) Coupon Value: / In respect of each Coupon Observation Date, the amount set forth in the Contingent Coupon Table in the column entitled "Coupon Value" in the row corresponding to such Coupon Observation Date.
(vii) Coupon Payment Date: / In respect of each Coupon Observation Date, the date set forth in the Contingent Coupon Table in the column entitled "Coupon Payment Date" in the row corresponding to such Coupon Observation Date.
(a) First Coupon Payment Date Specific Adjustment: / Applicable in respect of each Coupon Payment Date.
- Specified Number of Business Day(s) for the purposes of "First Coupon Payment Date Specific Adjustment": / Ten Business Days following the Relevant Coupon Payment Determination Date. [GS: Please confirm referencing of the Relevant Coupon Payment Determination Date]
- Relevant Coupon Payment Determination Date: / The [Latest Reference Date in respect of the] relevant Coupon Observation Date.
(b) Second Coupon Payment Date Specific Adjustment: / Not Applicable.
CONTINGENT COUPON TABLE
Coupon Observation Date / Coupon Payment Date / Coupon Value (CV)
The Valuation Date scheduled to fall on June 4, 2015 / June 17, 2015 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 0.85 per cent. (0.85%), but which may be a lesser or greater amount provided that it will not be less than 0.65 per cent. (0.65%)
The Valuation Date scheduled to fall on July 6, 2015 / July 17, 2015 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 1.70 per cent. (1.70%), but which may be a lesser or greater amount provided that it will not be less than 1.30 per cent. (1.30%)
The Valuation Date scheduled to fall on August 4, 2015 / August 17, 2015 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 2.55 per cent. (2.55%), but which may be a lesser or greater amount provided that it will not be less than 1.95 per cent. (1.95%)
The Valuation Date scheduled to fall on September 4, 2015 / September 17, 2015 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 3.40 per cent. (3.40%), but which may be a lesser or greater amount provided that it will not be less than 2.60 per cent. (2.60%)
The Valuation Date scheduled to fall on October 5, 2015 / October 16, 2015 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 4.25 per cent. (4.25%), but which may be a lesser or greater amount provided that it will not be less than 3.25 per cent. (3.25%)
The Valuation Date scheduled to fall on November 4, 2015 / November 17, 2015 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 5.10 per cent. (5.10%), but which may be a lesser or greater amount provided that it will not be less than 3.90 per cent. (3.90%)
The Valuation Date scheduled to fall on December 4, 2015 / December 17, 2015 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 5.95 per cent. (5.95%), but which may be a lesser or greater amount provided that it will not be less than 4.55 per cent. (4.55%)
The Valuation Date scheduled to fall on January 4, 2016 / January 18, 2016 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 6.80 per cent. (6.80%), but which may be a lesser or greater amount provided that it will not be less than 5.20 per cent. (5.20%)
The Valuation Date scheduled to fall on February 4, 2016 / February 17, 2016 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 7.65 per cent. (7.65%), but which may be a lesser or greater amount provided that it will not be less than 5.85 per cent. (5.85%)
The Valuation Date scheduled to fall on March 4, 2016 / March 17, 2016 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 8.50 per cent. (8.50%), but which may be a lesser or greater amount provided that it will not be less than 6.50 per cent. (6.50%)
The Valuation Date scheduled to fall on April 4, 2016 / April 15, 2016 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 9.35 per cent. (9.35%), but which may be a lesser or greater amount provided that it will not be less than 7.15 per cent. (7.15%)
The Valuation Date scheduled to fall on May 4, 2016 / May 18, 2016 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 10.20 per cent. (10.20%), but which may be a lesser or greater amount provided that it will not be less than 7.80 per cent. (7.80%)
The Valuation Date scheduled to fall on June 6, 2016 / June 17, 2016 / A percentage as determined by the Calculation Agent on or around May 4, 2015 based on market conditions and which is specified under a notice published by the Issuer on or around the Issue Date. As of the date of these Final Terms, the Coupon Value is indicatively set at 11.05 per cent. (11.05%), but which may be a lesser or greater amount provided that it will not be less than 8.45 per cent. (8.45%)