The Prospectus appearing herein comprises a base prospectus (i) for the purposes of Article 5.4 of Directive 2003/71/EC (as amended or superseded), and (ii) for the purposes of giving information with regard to the Issuer and its consolidated subsidiaries (together, the “Group”) and the debt securities to be issued pursuant to the Programme (the “Notes”) which, according to the particular nature of the Issuer and the Notes, is necessary to enable investors to make an informed assessment of the assets and liabilities, financial position, profit and losses and prospects of the Issuer.
In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them any time you receive any information from us as a result of such access.
The Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, any Notes (i) in any jurisdiction where it is unlawful to make such an offer or solicitation or (ii) to any person to whom it is unlawful to make such an offer or solicitation. The distribution of the Prospectus and the offer, sale or delivery of Notes may be restricted by law in certain jurisdictions. In particular, the Notes have not been and will not be registered under the United States Securities Act of 1933, as amended, (the “Securities Act”) and may include Notes in bearer form, which are subject to U.S. tax law requirements.
No action has been or will be taken in any jurisdiction by the Issuer or the dealers under the Programme (the “Dealers) or any other intermediary that would, or is intended to, permit a public offering of the Notes, or possession or distribution of the Prospectus or any other offering or publicity material relating to the Notes, in any country or jurisdiction where action for that purpose is required.
Persons into whose possession the Prospectus or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of the Prospectus and the offering and sale of Notes. In particular, there are restrictions on the distribution of the Prospectus and the offer or sale of Notes in the United States, United Kingdom, Denmark, Japan and a prohibition of sales to European Economic Area (“EEA”) retail investors (as defined in Directive 2014/65/EU (as amended) (“MiFID II”)).
The Issuer may issue Additional Tier 1 Capital Notes (“Additional Tier 1 Capital Notes”) pursuant to the Programme. The Additional Tier 1 Capital Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Additional Tier 1 Capital Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect on 1 October 2015 (the “PI Instrument”).
In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based investment products (as amended) (the “PRIIPs Regulation”) became directly applicable in all EEA member states and (ii) MiFID II was required to be implemented in EEA member states by 3 January 2018. Together, the PI Instrument, the PRIIPs Regulation and MiFID II are referred to as the “Regulations”.
The Regulations set out various obligations in relation to (i) the manufacturing and distribution of financial instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based investment products and certain contingent write down or convertible securities, such the Additional Tier 1 Capital Notes.
Potential investors should inform themselves of, any comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Additional Tier 1 Capital Notes (or any beneficial interests therein), including the Regulations.
Investors should inform themselves of and comply with any applicable laws, regulations or regulatory guidance with respect to any resale of the Additional Tier 1 Capital Notes, including the Regulations, as the case may be.
THE PROSPECTUS OR ANY PART THEREOF OR ANY OTHER DOCUMENTS RELATING TO THE PROSPECTUS MAY NOT BE PASSED OR DISTRIBUTED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS (AS DEFINED IN REGULATION S OF THE SECURITIES ACT).
This website is the sole responsibility of the Issuer. None of the Dealers or their respective affiliates, agents, directors, partners and employees accepts any responsibility whatsoever for, or any liability for any loss howsoever arising, directly or indirectly, from this website or its contents, or makes any representation or warranty, express or implied, as to the contents of this website or for any other statement made or purported to be made by it, or on its behalf, including (without limitation) information regarding the Issuer, the Group or the Notes and no reliance should be placed on such information. To the fullest extent permitted by applicable law, each of the Dealers accordingly disclaims any and all responsibility and/or liability, whether arising in tort, contract or otherwise, which it might otherwise have in respect of this website or any such statement.