Canadian Imperial Bank of Commerce : Publication of Amended Final Terms (XS3061479609, SPUK 066)
CM.TO
Published on 06/12/2025 at 05:54
Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the Base Prospectus dated 24 January 2025 and the supplements to
the Prospectus dated 28 February 2025 and 30 May 2025, which together constitute a base prospectus (the "Prospectus") for the purposes of the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA (the "UK Prospectus Regulation"). This document constitutes the Final Terms of the Notes described herein for the purposes of the UK Prospectus Regulation and must be read in conjunction with such Prospectus as so supplemented. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of this Final Terms and the Prospectus as so supplemented. The Prospectus and the supplements to the Prospectus are available for viewing during normal business hours at and copies may be obtained from the registered office of the Issuer at 81 Bay Street, CIBC Square, Toronto, Ontario, Canada M5J 0E7, and at the office of Fiscal Agent, Deutsche Bank AG, London Branch at 21 Moorfields, London EC2Y 9DB.
(a) Series Number: SPUK 066
Tranche Number 1
Date on which the Notes become fungible:
Not Applicable
Specified Currency: British Pounds Sterling ("GBP")
Aggregate Nominal Amount:
Series: GBP 382,600
Tranche: GBP 382,600
Issue Price: 100.00 per cent. of the Aggregate Nominal Amount
(a) Specified Denominations: GBP 1,000 and integral multiples of GBP 1 in excess thereof up to
and including GBP 1,999
Calculation of Interest and Redemption based on the Specified Denomination: Applicable
Minimum Trading Size: Applicable. The Minimum Trading Size is GBP 1,000 in aggregate
nominal amount
Calculation Amount: GBP 1.00
(a) Issue Date: 24 June 2025
Trade Date: 22 April 2025
Interest Commencement Date: Not Applicable
Maturity Date: 24 June 2031 or, if such date is not the day falling 10 Business Days after the Final Valuation Date, then the Maturity Date shall be the day falling 10 Business Days after the Final Valuation Date.
If the Preference Shares become subject to an Early Redemption Event, then the Maturity Date shall be the day falling 10 Business Days after the relevant Early Redemption Valuation Date.
Type of Notes:
Interest: Not Applicable
Redemption: Preference Share Linked Note
(Further particulars specified below in "PROVISIONS RELATING TO REDEMPTION")
Capital Protection: Not Applicable
Bail-inable Notes: No
Date Board approval for issuance of Notes obtained:
Not Applicable
Method of distribution: Non-syndicated
Asset Conditions: Preference Share Linked Asset Conditions applicable in accordance with Annex 5
PROVISIONS RELTING TO INTEREST (IF ANY) PAYABLE
Fixed Rate Note: Not Applicable
Floating Rate Note: Not Applicable
Linked Interest Note: Not Applicable
PROVISIONS RELATING TO REDEMPTION
Redemption Determination Date(s): For the purposes of determining the Final Redemption Amount, the
date falling 10 Business Days prior to the Final Redemption Date
For the purposes of determining an Early Redemption Amount, the date falling 10 Business Days prior to the Early Redemption Date
Call Option: Not Applicable
Put Option: Not Applicable
Bail-inable Notes - TLAC Disqualification Event Call Option:
Not Applicable
Early Redemption Amount:
Early Redemption Amount(s) of each Note: payable on redemption for tax reasons, on Event of Default or Illegality and Force Majeure or other early redemption in accordance with the Conditions
Fair Market Redemption Amount calculated in accordance with General Condition 5.4.
Hedge Amount Not Applicable
Fair Market Value Redemption Amount Percentage:
Not Applicable
Automatic (Autocall) Early Redemption for the purposes of General Condition
5.2 and Automatic Early Redemption Conditions (Annex 3):
Not Applicable
Final Redemption Amount for the purposes of General Condition 5.1 (Final Redemption) determined in accordance with:
Not Applicable
PROVISIONS RELATING TO THE UNDERLYING(S) IF ANY
(a) Index Linked Note: Not Applicable
Equity Linked Note: Not Applicable
Fund Linked notes: Not Applicable
Preference Share Linked Note: Applicable.
Preference Share Issuer: Tower Securities Limited
A description of the Preference Share Issuer is contained in the Base Prospectus.
Information: The Preference Share Terms and Conditions are attached to these Final Terms.
The Articles of the Preference Share Issuer are available for inspection on request from Canadian Imperial Bank of Commerce, London Branch, 150 Cheapside, London, EC2V 6ET, Attention: Execution Management.
The Preference Share Value will be available on each Business Day on request from Canadian Imperial Bank of Commerce, London Branch, 150 Cheapside, London, EC2V 6ET, Attention: Execution Management
Preference Shares: UK Preference Shares Series 46, issued by the Preference Share
Issuer
Preference Share Underlying: Standard and Poor's 500® Index (Bloomberg Ticker: SPX Index)
Final Valuation Date: 10 June 2031, provided that if there is an Early Preference Share
Redemption Event as a result of the Preference Shares being redeemed following an Auto-Call Trigger Event in accordance with the Preference Share Terms and Conditions, the Final Valuation Date(s) will be the relevant Auto-Call Valuation Date(s) as set out in the Preference Share Terms and Conditions, being:
Preference Share Auto Call Valuation Date(s)
10 June 2026
10 June 2027
12 June 2028
11 June 2029
10 June 2030
10 June 2031
Provided further that if the Calculation Agent determines that any date for valuation of or any determination in respect of the Preference Share or of the underlying asset or reference basis (or any part thereof) for the Preference Shares otherwise falling on or about such day is delayed in accordance with the Preference Share Terms and Conditions of the Preference Shares for any reason, the Final Valuation Date(s) shall be deemed to be the final such delayed valuation date or determination date(s), all as determined by the Calculation Agent.
Valuation Time: 5:00pm (London time)
Additional Disruption Event:
Change in Law: Applicable: Hedging Arrangements is Applicable
Hedging Disruption: Applicable
Increased Cost of Hedging: Applicable
Insolvency Filing: Applicable
Early Redemption Notice Period Number:
10 Business Days following the Early Redemption Valuation Date
Fair Market Value Redemption Amount:
As specified in Preference Share Linked Condition 1.6(b)
Extraordinary Events: Applicable
Merger Event is Applicable Tender Offer is Applicable Insolvency is Applicable Nationalisation is Applicable
Delivery: Cash Settlement
GENERAL PROVISIONS APPLICABLE TO THE NOTES
(a) Form: Registered Notes
Registered Form: Registered Global Note registered in the name of a nominee for a common depositary for Euroclear and Clearstream,
Luxembourg
Notes in New Global Note form No
Business Day Convention for the purposes of "Payment Business Day" election in accordance with General Condition 6.6 (Payment Business Day):
Following Business Day Convention
Additional Financial Centre(s): Not Applicable
Additional Business Centre(s): Not Applicable
Talons for future Coupons or Receipts to No be attached to Definitive Bearer Notes
and dates on which such Talons mature:
Redenomination (for the purposes of General Condition 11):
Not Applicable
Calculation Agent: Canadian Imperial Bank of Commerce, Toronto
81 Bay Street, Canada Square, Toronto, Ontario M5J 0E7, Canada
Governing Law English Law
Relevant Index Benchmark: Not Applicable
Specified Public Source: Not Applicable
Impacted Index: Not Applicable
- Alternative Pre-Nominated Index: Not Applicable
Close of Business: Not Applicable
THIRD PARTY INFORMATION
The information included herein with respect to indices and/or formulas comprising, based on or referring to variations in the prices of one or more shares in companies, any other equity or non-equity securities, currencies or currency exchange rates, interest rates, credit risks, fund units, shares in investment companies, term deposits, life insurance contracts, loans, commodities or futures contracts on the same or any other underlying instrument(s) or asset(s) or the occurrence or not of certain events not linked to the Issuer or any other factors to which the Notes are linked (the "Underlying") consists only of extracts from, or summaries of publicly available information. The Issuer accepts responsibility that such extracts or summaries have been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the issuer, owner or sponsor, as the case may be, of such Underlying, no facts have been omitted that would render the reproduced extracts or summaries inaccurate or misleading. No further or other responsibility in respect of such information is accepted by the Issuer. In particular, neither the Issuer nor any Dealer accepts responsibility in respect of the accuracy or completeness of the information set forth herein concerning the Underlying of the Notes or that there has not occurred any event which would affect the accuracy or completeness of such information.
Signed on behalf of the Issuer:
By:
By:
Duly authorized
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 London Stock Exchange's main market with effect from Issue Date and to be listed on the Official List of the FCA.
RATINGS:
Ratings: The Notes to be issued have not been rated.
INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE
Save as discussed in "Subscription and Sale" in the Base Prospectus and save for any fees payable to the Initial Authorised Offeror in connection with the issue of Notes, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer in the ordinary course.
REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS AND TOTAL EXPENSES
Reasons for the offer: See the "Use of Proceeds" section of the Base Prospectus.
Estimated net proceeds: An amount equal to 98.95 per cent. of the final Aggregate
Principal Amount of the Notes issued on the Issue Date. For the avoidance of doubt, the estimated net proceeds reflect the proceeds to be received by the Issuer on the Issue Date. They are not a reflection of the fees payable by/to the Dealer and/or the Authorised Offeror.
Estimated total expenses: GBP 975 (listing fee)
YIELD
Indication of yield: Not Applicable
PERFORMANCE OF RATES
Not Applicable.
PERFORMANCE OF PREFERENCE SHARE UNDERLYING AND OTHER INFORMATION CONCERNING THE PREFERENCE SHARE UNDERLYING
Preference Share Underlying: Standard and Poor's 500® Index (Bloomberg Ticker: SPX Index)
Where past and future performance and volatility of the Preference Share Underlying can be found:
The performance of the Preference Shares, and accordingly the Preference Share Linked Notes, is linked to the performance of the Preference Share Underlying.
Information on the Standard and Poor's 500® Index (including past and future performance and volatility) can be obtained from, free of charge: https://us.spindices.com/indices/equity/sp-500
DISTRIBUTION
Method of distribution Non-syndicated
If syndicated: Not Applicable
If non-syndicated, name and address of Dealer:
The following Dealer is procuring subscribers for the Notes:
Canadian Imperial Bank of Commerce, London Branch, 150 Cheapside, London, EC2V 6ET
Indication of the overall amount of the underwriting commission and of the placing commission:
No commissions are payable by the Issuer to the Dealer
The fee payable by the Dealer to the Initial Authorised Offeror is up to 2.00 per cent. per Specified Denomination and may take the form of a commission or a discount to the purchase price in respect of such Notes.
U.S. Selling Restrictions: Reg. S Compliance Category 2 TEFRA Not Applicable
Public Offer where there is no exemption from the obligation under the FSMA to publish a prospectus:
Applicable
Offer Period: An offer of the Notes may be made other than pursuant to Article 3(2) of the UK Prospectus Regulation in the United Kingdom during the period from (and including) 29 April 2025 to (and including) 10 June 2025 (the "Offer Period").
See further Paragraph 12 below.
Financial intermediaries granted specific consent to use the Base Prospectus in accordance with the conditions in it:
Meteor Asset Management Limited, 24/25 The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom (the "Initial Authorised Offeror")
Any additional financial intermediary appointed by the Issuer and whose name is published on the Issuer's website and identified as an Authorised Offeror in respect of the relevant Public Offer (each an "Additional Authorised Offeror" and, together with the Initial Authorised Offeror, the "Authorised Offerors")
General Consent: Not Applicable
Other Authorised Offeror Terms: Not Applicable
Prohibition of Sales to EEA Retail Investors: Applicable
Prohibition of Sales to UK Retail Investors Not Applicable
U.S. Dividend Equivalent Withholding Not Applicable. The Issuer has determined that the Notes (without
regard to any other transactions) should not be subject to US withholding tax under Section 871(m) of the US Internal Revenue Code and regulations promulgated thereunder.
OPERATIONAL INFORMATION
ISIN Code: XS3061479609
Temporary ISIN Not Applicable
Common Code 306147960
Other applicable Note identification number Not Applicable
Relevant clearing system(s) other than Euroclear Bank SA/NV and Clearstream Banking, S.A. and the relevant identification number(s)
Not Applicable
Delivery: Delivery against payment
Names and addresses of additional Paying Agent(s) (if any)
Not Applicable
Notes intended to be held in a manner which would allow Eurosystem eligibility:
No. While the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them, the Notes may then be deposited with one of the ICSDs as common safekeeper). Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met
UK BENCHMARKS REGULATION
UK Benchmarks Regulation: Article 29(2) statement on benchmarks:
Amounts payable under the Notes are calculated by reference to a Preference Share which references the Standard and Poor's 500® Index, which is provided by S&P Dow Jones Indices LLC. As of the date of these Final Terms, S&P Dow Jones Indices LLC is included in the register of administrators and benchmarks established and maintained by the Financial Conduct Authority ("FCA") pursuant to Article 36 of the UK Benchmarks Regulation (Regulation (EU) 2016/1011) as it forms part of UK domestic law by virtue of the European (Withdrawal) Act 2018 (as amended) (as amended, the "UK Benchmarks Regulation").
TERMS AND CONDITIONS OF THE OFFER
Offer Price: Issue Price
Conditions to which the offer is subject: An offer of the Notes may be made by the Authorised Offeror(s)
other than pursuant to Article 3(2) of the UK Prospectus Regulation in the United Kingdom (the "UK Public Offer") during the Offer Period, subject to the conditions set out in the Base Prospectus.
GBP 382,600 in aggregate principal amount of the Notes will be issued and the criterion/condition for determining the final amount of Notes will be investor demand.
The Issuer may close the Offer Period before 10 June 2025 if the Notes are fully subscribed before such date.
The Issuer will publish a notice in accordance with the method of publication set out in Article 21(2) of the UK Prospectus Regulation in the event that the Offer Period is shortened as described above.
The Issuer reserves the right, in its absolute discretion, to cancel the offer and the issue of the Notes in the United Kingdom at any time prior to the Issue Date. In such an event, all application monies relating to applications for Notes under the UK Public Offer will be returned (without interest) to applicants at the applicant's risk by cheque, by wire transfer or by any other method as the Issuer deems to be appropriate, no later than 30 days after the date on which the UK Public Offer of the Notes is cancelled.
For the avoidance of doubt, if any application has been made by a potential investor and the Issuer exercises its right to cancel the offer, such potential investor shall not be entitled to receive any Notes.
The Issuer shall publish a notice in accordance with the method of publication set out in Article 21(2) of the UK Prospectus Regulation in the event that the UK Public Offer is cancelled and the Notes are not issued in the United Kingdom pursuant to the above.
Description of the application process: Applications for the Notes may be made in the United Kingdom
through the Authorised Offeror(s) during the Offer Period. The Notes will be placed into the United Kingdom by the Authorised Offeror(s).
Each prospective investor will subscribe for the Notes in accordance with the arrangements existing between the Authorised Offeror(s) and its customer relating to the subscription of securities generally and not directly with the Issuer.
The applications can be made in accordance with the Authorised Offeror's usual procedures. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer or the Dealer related to the subscription for the Notes.
A prospective investor should contact the Authorised Offeror prior to the end of the Offer Period. A prospective investor will subscribe for Notes in accordance with the arrangements agreed with the Authorised Offeror relating to the subscription of securities generally.
There are no pre-identified allotment criteria. The Authorised Offeror will adopt allotment criteria that ensure equal treatment of prospective investors. All of the Notes requested through the Distributor during the Offer Period will be as otherwise specified herein.
The total amount of the securities offered to the public is GBP 382,600.
On or before the Issue Date, a notice pursuant to Article 17(2) of the UK Prospectus Regulation of the final aggregate principal
amount of the Notes will be (i) filed with the FCA and (ii) published in accordance with the method of publication set out in Article 21(2) of the UK Prospectus Regulation.
Prior to making any investment decision, investors should seek independent professional advice as they deem necessary. If an investor in any jurisdiction other than the United Kingdom 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.
Details of the minimum and/or maximum amount of the application:
The minimum amount of any subscription is GBP 1,000 in principal amount of the Notes and no maximum is applicable.
Description of possibility to reduce subscriptions and manner for refunding amounts paid in excess by applicants:
The Issuer may decline applications and/or accept subscriptions which would exceed the aggregate principal amount of GBP 382,600, as further described below
It may be necessary to scale back applications under the UK Public Offer
In the event that subscriptions for Notes under the UK Public Offer are reduced due to over-subscription, the Issuer will allot Notes to applicants on a pro rata basis, rounded up or down to the nearest integral multiple of GBP 1.00 in principal amount of Notes, as determined by the Issuer, and subject to a minimum allotment per applicant of the Calculation Amount.
The Issuer also reserves the right, in its absolute discretion, to decline in whole or in part an application for Notes under the UK Public Offer in accordance with all applicable laws and regulations and/or in order to comply with any applicable laws and regulations. Accordingly, an applicant for Notes may, in such circumstances, not be issued the number of (or any) Notes for which it has applied.
Excess application monies will be returned (without interest) to applicants at the applicant's risk by cheque, by wire transfer or by any other method as the Issuer deems to be appropriate.
The Issuer also reserves the right to accept any subscriptions for Notes which would exceed the aggregate principal amount of the Notes of GBP 382,600 and the Issuer may increase the aggregate principal amount of the Notes.
Details of the method and time limits for paying up and delivering the Notes:
Investors will be notified by the Authorised Offeror of their allocations of Note and the settlement arrangements in respect thereof. The Notes will be issued on the Issue Date on a delivery against payment basis.
The Notes offered to investors will be issued on the Issue Date against payment by the Authorised Offeror, via the Dealer, to the Issuer of the gross subscription moneys. Each such investor will be notified by the Authorised Offeror, of the settlement arrangements in respect of the Notes at the time of such investor's application.
The Issuer estimates that the Notes will be delivered to the investor's respective book-entry securities account on or around the Issue Date.
Manner in and date on which results of the offer are to be made public:
The results of the offer will be known at the end of the Offer Period. On or before the Issue Date, a notice pursuant to Article 17(2) of the UK Prospectus Regulation of the final aggregate principal amount of the Notes will be (i) filed with the FCA and (ii) published in accordance with the method of publication set out in Article 21(2) of the UK Prospectus Regulation.
Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised:
Not Applicable
Whether tranche(s) have been reserved for certain countries:
Not Applicable
Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made:
At the end of the Offer Period, applicants in the United Kingdom will be notified directly by the Authorised Offeror of the success of their application. No dealings in the Notes may take place prior to the Issue Date.
Amount of any expenses and taxes charged to the subscriber or purchaser:
Apart from the Offer Price, the Issuer is not aware of any expenses and taxes specifically charged to the subscriber or purchaser in the United Kingdom.
For details of withholding taxes applicable to subscribers in the United Kingdom see the section entitled "United Kingdom" under "Taxation" in the Base Prospectus.
Name(s) and address(es), to the extent known to the Issuer, of the placers in the United Kingdom.
The Notes may to be offered to the public in the United Kingdom by the Authorised Offerors:
Initial Authorised Offeror: Meteor Asset Management Limited, 24/25 The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom.
Name and address of the entities which have a firm commitment to act as intermediaries in secondary trading, providing liquidity through bid and offer rates and description of the main terms of their commitment:
Not Applicable
Section A INTRODUCTION AND WARNINGS
Name and international securities identifier number (ISIN) of the securities: The Notes are GBP 382,600 Preference Share Linked Notes due June 2031 (ISIN: XS3061479609; Series number: SPUK 066) (the "Notes").
Identity and contact details of the issuer, including its legal entity identifier (LEI): The Issuer is Canadian Imperial Bank of Commerce ("CIBC" or the "Issuer"), acting through its Main Branch, Toronto. CIBC's address is 81 Bay Street, CIBC Square, Toronto, Ontario, Canada M5J 0E7 and its Legal Entity Identifier is 2IGI19DL77OX0HC3ZE78.
Identity and contact details of the competent authority approving the Prospectus: The Prospectus was approved on 24 January 2025 by the Financial Conduct Authority of the United Kingdom (the "FCA"), with its address at 12 Endeavour Square, London E20 1JN, England and telephone number: +44 207 066 1000.
Section B KEY INFORMATION ON THE ISSUER
Who is the Issuer of the securities?
Domicile and legal form, LEI, law under which the Issuer operates and country of incorporation: The Issuer is a Schedule I bank under the Bank Act (Canada) (the "Bank Act") and the Bank Act is its charter. The Issuer operates under Canadian law. The Issuer was formed through the amalgamation of The Canadian Bank of Commerce and Imperial Bank of Canada in 1961. The Canadian Bank of Commerce was originally incorporated as Bank of Canada by special act of the legislature of the Province of Canada in 1858. Subsequently, the name was changed to The Canadian Bank of Commerce and it opened for business under that name in 1867. Imperial Bank of Canada was incorporated in 1875 by special act of the Parliament of Canada and commenced operations in that year. The Issuer's LEI is 2IGI19DL77OX0HC3ZE78.
L. Collins, Victor G. Dodig, Kevin J. Kelly, Christine E. Larsen, Mary Lou Maher, William F. Morneau, Mark W. Podlasly, François Poirier, Martine Turcotte and Barry L. Zubrow.
What is the key financial information regarding the issuer? CIBC derived the key financial information included in the tables below as of and for the year ended 31 October 2024 from CIBC's Annual Report 2024. The key financial information included in the table below as of and for the three months ended 31 January 2025 was derived from the unaudited interim consolidated financial statements of CIBC for the period ended 31 January 2025 contained in CIBC's Report to Shareholders for the First Quarter, 2025; and for the three months ended 30 April 2025 was derived from the unaudited interim consolidated financial statements of CIBC for the period ended 30 April 2025 contained in CIBC's Report to Shareholders for the Second Quarter, 2025:
Second Quarter 2025
First Quarter
2024
For the
2025
For the year
three months ended 30
For the three
ended 31 October
April
months
ended 31
January
Financial results (C$ millions)
Net interest income
3,788
3,801
13,695
Non-interest income
3,234
3,480
11,911
Total revenue
7,022
7,281
25,606
Provision for credit losses
605
573
2,001
Non-interest expenses
3,819
3,878
14,439
Income before income taxes
2,598
2,830
9,166
Income taxes
591
659
2,012
Net income attributable to non-controlling interests
9
8
39
Net income
2,007
2,171
7,154
On- and off-balance sheet information (C$ millions)
Cash, deposits with banks and securities
319,427
320,852
302,409
Loans and acceptances, net of allowance for credit
571,639
568,119
558,292
losses
Total assets
1,090,143
1,082,464
1,041,985
Deposits
784,627
782,176
764,857
Common shareholders' equity
55,724
56,001
53,789
of interest rates on Canadian mortgages is discussed under the risk factor entitled "Canadian consumer debt and the housing market" below and in the "Credit risk - Real estate secured personal lending" section on pages 63-65 of CIBC's 2024 Annual Report. CIBC is closely monitoring the macroeconomic environment and assessing its potential adverse impact on its clients, counterparties and businesses.
The Issuer relies on third parties to provide certain key components of its business infrastructure: Third parties provide key components of the Issuer's business infrastructure such as Internet connections and network access and other voice or data communication services. Given the high volume of transactions the Issuer processes on a daily basis, certain errors may be repeated or compounded before they are discovered and successfully rectified. Despite any contingency plans the Issuer may have in place, the Issuer's ability to conduct business may be adversely impacted by a disruption in the infrastructure that supports the Issuer's businesses and the communities in which they are located.
the Issuer's products, services and activities can have a direct, immediate and material impact on the Issuer's earnings and reputation.
Section C KEY INFORMATION ON THE SECURITIES
What are the main features of the securities?
Type and class of Notes and ISIN: The Notes are Preference Share Linked Notes. The Notes will be uniquely identified by ISIN: XS3061479609; Common Code: 306147960; Series Number: SPUK 066. The Notes do not bear interest. The amount payable (if any) on redemption of the Notes is linked to the performance of an underlying preference share issued by Tower Securities Limited (the "Preference Share Issuer"). The performance of such preference share is in turn linked to the performance of an underlying index, the Standard and Poor's 500® Index (the "Preference Share Underlying"), thereby providing investors in the Notes with a return linked to such underlying index.
The currency of the Notes is British Pounds Sterling ("£" or "GBP"). The nominal amount per Note is GBP 1,000 and integral multiples of GBP 1.00. The minimum trading size is GBP 1,000 The calculation amount is GBP 1.00 per Note (the "Calculation Amount"). The Notes are issued in registered form in accordance with Regulation S and will initially be represented by a global note.
The aggregate nominal amount of the Notes to be issued is GBP 382,600. The Issuer may increase the "up to" aggregate principal amount of the Notes.
The term of the Notes is from the issue date to the Maturity Date. The scheduled maturity date (the "Maturity Date") of the Notes is 24 June 2031, subject to an early redemption of the Notes.
Governing Law: The governing law of the Notes is English law.
Calculation Agent: Canadian Imperial Bank of Commerce, Toronto Main Branch
The Notes will give each holder of Notes (a "Noteholder") the right to receive the following:
Interest: The Notes do not bear or pay any interest.
Redemption: The return on the Notes will derive from the payment of the redemption amount on the Maturity Date of the Notes, which is dependent upon changes in the market value of the Preference Shares, which may fluctuate up or down depending on the performance of the Preference Share Underlying as set out in the terms and conditions of the Preference Shares (the "Preference Share Conditions)" and the financial condition and standing of the Preference Share Issuer.
Redemption Amount: Unless previously redeemed or purchased and surrendered for cancellation, the Notes will be redeemed by the Issuer on the Maturity Date by payment of the Final Redemption Amount, which shall be an amount determined by the Calculation Agent on the Final Valuation Date in accordance with the following formula:
ℎ Final
×
Where:
ℎ Initial
Final Valuation Date" means 10 June 2031, provided that if there is an Early Preference Share Redemption Event as a result of the Preference Shares being redeemed following an Auto-Call Trigger Event in accordance with the Preference Share Conditions, the Final Valuation Date will be the relevant Auto-Call Valuation Date as set out in the Preference Share Conditions, being 10 June 2027, 12 June 2028, 11 June 2029, 10 June 2030 and 10 June 2031.
"Preference Share Value" means the value of a Preference Share, as determined by the Calculation Agent. "Preference Share ValueFinal" means the Preference Share Value of the Preference Share on the Final Valuation Date.
"Preference Share ValueInitial" means the Preference Share Value of the Preference Share on the Initial Valuation Date, being GBP 1.00.
Early redemption: In certain circumstances (such as the Issuer receiving notice from the Preference Share Issuer or the Preference Share Calculation Agent that the Preference Shares will be redeemed early following the occurrence of certain events in relation to the Preference Shares or the Preference Share Issuer (such as an illegality, a change in law that results in the Preference Share Issuer being subject to additional regulation or an external event affecting an underlying asset to which the Preference Shares are linked)), the Issuer will redeem the Notes early at the Early Redemption Amount. The Calculation Agent may also determine the occurrence of an Extraordinary Event or Additional Disruption Event in relation to the Notes. Upon such determination, the Issuer may, at its option redeem the Notes in whole at the Early Redemption Amount, which is an amount calculated by the Calculation Agent equal to:
×
Where:
ℎ Early
ℎ Initial
"Early Preference Share Redemption Valuation Date" means the second Business Day immediately preceding the date for early redemption of the Notes.
"Preference Share ValueEarly" means the Preference Share Value of the Preference Share on the Early Preference Share Redemption Valuation Date.
"Preference Share ValueInitial" means the Preference Share Value of the Preference Share on the Initial Valuation Date, being GBP 1.00.
Interest: The Preference Shares do not bear or pay any interest.
Redemption: The return on the Preference Share will derive from the potential payment of a Preference Share Final Redemption Amount following an early redemption of the Preference Share due to the occurrence of an Auto-Call Trigger Event, and, unless the Preference Share has been previously redeemed or purchased and cancelled, the payment of the Preference Share Final Redemption Amount on the Preference Share Redemption Date of the Preference Share.
Preference Share Final Redemption Amount: Subject to the provisions of the Articles and the Preference Share Conditions, in respect of each Preference Share, the Preference Share Final Redemption Amount is an amount expressed determined by the Calculation Agent equal to:
if the Preference Shares have not been redeemed prior to either: (i) the relevant Auto-Call Valuation Date occurring; or, as the case may be or (ii) the Valuation Date (and in each case an Auto-Call Trigger Event has occurred on such relevant Auto-Call Valuation Date, including the Valuation Date):
Notional Amount x Auto-Call Trigger Rate
in respect of the relevant Auto-Call Valuation Date, including, for the avoidance of doubt, the Valuation Date; or
if the Preference Shares have not been redeemed prior to the Valuation Date and an Auto-Call Trigger Event has not occurred on or prior to the Valuation Date and there has been a Knock-in Event:
Notional Amount x Index Performance
if the Preference Shares have not been redeemed prior to the Valuation Date and an Auto-Call Trigger Event has not occurred on or prior to the Valuation Date, and there has not been a Knock-in Event:
Notional Amount x 100%
Where:
"Auto-Call Barrier" means the product of (a) the Initial Index Level of the Index and (b) the Auto-Call Trigger Level in respect of the relevant Auto-Call Valuation Date.
"Auto-Call Trigger Event" means the Index Level of the Index on an Auto-Call Valuation Date is greater than or equal to the Auto-Call Barrier.
"Auto-Call Trigger Level" means the percentage specified as such set out beside such Auto-Call Valuation Date in the second column of the table below:
Auto-Call Valuation Date
Auto-Call Trigger Level
Auto-Call Trigger Rate
10 June 2026
Not Applicable
Not Applicable
10 June 2027
100.00%
114.70%
12 June 2028
95.00%
122.05%
11 June 2029
90.00%
129.40%
10 June 2030
85.00%
136.75%
10 June 2031
80.00%
144.10%
"Auto-Call Trigger Rate" means the percentage specified as such set out beside such Auto-Call Valuation Date in the third column of table in the definition of Auto-Call Trigger Level above.
"Auto-Call Valuation Date" means each day specified as such in the first column of table in the definition of Auto-Call Trigger Level above (other than, for the avoidance of doubt, the Valuation Date).
"Final Index Level" means the Index Level of the Index on the Valuation Date, or any Auto-Call Valuation Date.
"Index Performance" means (Final Index Level )
Initial Index Level
"Initial Index Level" means the Index Level of the Index on the Strike Date, being USD 6,038.81.
"Knock-in Barrier" means the product of (a) 65% and (b) the Initial Index Level of the Index, being USD 3,925.2265. "Knock-in Event" means the Index Level of the Index on the Valuation Date is less than the Knock-In Barrier. "Notional Amount" means GBP 1.00 per Preference Share.
"Strike Date" means 10 June 2025.
"Valuation Date" means 10 June 2031.
Early redemption: In certain circumstances (such as an illegality, a change in law that results in the Preference Share Issuer being subject to additional regulation or an external event affecting an underlying asset to which the Preference Shares are linked)), the Preference Share Issuer may redeem the Preference Shares early at the Preference Share Early Redemption Amount, which is an amount calculated by the Calculation Agent as the fair market value of a Preference Share as of the Preference Share Early Valuation Date taking into account such factor(s) as the Calculation Agent determines appropriate,
Relative seniority of the securities in the Issuer's capital structure in the event of insolvency: The Notes are Senior Notes and constitute deposit liabilities of the Issuer for purposes of the Bank Act. The Notes will rank pari passu with all deposit liabilities of the Issuer (except as otherwise prescribed by law) without any preference amongst themselves. The Notes are not deposits insured under the CDIC Act. The Notes are not subject to Canada's bank resolution powers.
Description of restrictions on free transferability of the securities: The Notes are freely transferable (subject to all applicable laws). However, there are restrictions on the offer and sale of the Notes. The Issuer and Canadian Imperial Bank of Commerce, London Branch, 150 Cheapside, London EC2V 6ET (the "Dealer") have agreed restrictions on the offer, sale and delivery of the Notes and on distribution of offering materials in the European Economic Area, the United Kingdom, Canada and the United States of America.
Where will the securities be traded? Application will be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Main Market of the London Stock Exchange plc ("London Stock Exchange") and to the Official List of the UK Financial Conduct Authority ("FCA") with effect on or around the issue date.
An investment in Notes does not confer any legal or beneficial interest in the Preference Shares or any Preference Share Underlying or any voting rights, right to receive dividends or other rights that a holder of the Preference Shares or any Preference Share Underlying may have. This means that potential losses in value of the Notes cannot be compensated by other income.
The Notes are not principal protected. They are exposed to the performance of the relevant Preference Shares and accordingly they risk losing all or a part of their investment if the value of the Preference Shares does not move in a positive direction.
In certain circumstances (such as the Issuer receiving notice from the Preference Share Issuer or the Preference Share Calculation Agent that the Preference Shares will be redeemed early following the occurrence of certain events in relation to the Preference Shares or the Preference Share Issuer (such as an illegality, a change in law that results in the Preference Share Issuer being subject to additional regulation or an external event affecting an underlying asset to which the Preference Shares are linked)), the Issuer will redeem the Notes early at the Early Redemption Amount in accordance with the Preference Share Linked Conditions, as determined by it or the Calculation Agent without the consent of the holders of the Notes. The Calculation Agent may determine the occurrence of an Extraordinary Event or Additional Disruption Event in relation to the Notes. Upon such determination, the Issuer may, at its option redeem the Notes in whole at the Early Redemption Amount.
Section D KEY INFORMATION ON THE OFFER OF SECURITIES TO THE PUBLIC AND/OR THE ADMISSION TO TRADING ON THE REGULATED MARKET
Terms and conditions of the offer: An offer of the Notes may be made in the United Kingdom during the period from (and including) 29 April 2025 to (and including) 10 June 2025 (the "Offer Period"). The Issuer may close the Offer Period prior to 10 June 2025 if the Notes are fully subscribed before such date. The Issuer reserves the right, in its absolute discretion, to cancel the offer and the issue of the Notes in the United Kingdom at any time prior to the Issue Date. The Offer Price of the Notes is the Issue Price.
4.1.2 Estimated total expenses of the issue/offer, including estimated expenses charged to the purchaser by the Issuer/offeror: There are no estimated expenses charged to any purchaser by the Issuer. Canadian Imperial Bank of Commerce, London Branch is not paid a commission in connection with the distribution of the Notes.
Who is the offeror and/or the person asking for admission to trading?
Authorised Offeror(s): Meteor Asset Management Limited, 24/25 The Shard, 32 London Bridge Street, London SE1 9SG, United Kingdom (the "Initial Authorised Offeror") and any additional financial intermediary appointed by the
Issuer and whose name is published on the Issuer's website and identified as an Authorised Offeror in respect of the relevant Public Offer (each an "Additional Authorised Offeror" and, together with the Initial Authorised Offeror, the "Authorised Offeror(s)").
The Issuer acts as Calculation Agent. Under the Conditions, the Calculation Agent has discretion to make determinations, including whether a Barrier Event has occurred or not, whether an event giving rise to a Extraordinary Event or Additional Disruption Event has occurred in relation to the Notes and whether an Early Redemption Event has occurred.
Disclaimer
CIBC - Canadian Imperial Bank of Commerce published this content on June 12, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 12, 2025 at 09:53 UTC.