West Bromwich Building Society Core Capital Deferred Shares ("CCDS") – Terms of access
PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF ACCESS (THE “TERMS AND CONDITIONS”), WHICH APPLY TO ALL PERSONS WHO VIEW THIS PAGE. THE TERMS AND CONDITONS MAY BE ALTERED OR UPDATED BY WEST BROMWICH BUILDING SOCIETY AT ANY TIME. YOU SHOULD READ THEM IN FULL EACH TIME YOU VISIT THE SITE. BY ACCESSING THIS SITE AND THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT ACCESS THIS SITE OR ANY OF THE INFORMATION CONTAINED HEREIN.
Restrictions on access
Before accessing this website, you must confirm and acknowledge that:
(a) the materials on this website are not directed at, and may not be viewed by or distributed to:
(i) persons located or resident in the United States, its possessions or territories; or
(ii) persons in the United Kingdom except for persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the "Order"), (ii) are high net worth entities falling within article 49(2) of the Order, (iii) presently hold CCDS issued by West Bromwich Building Society or (iv) are otherwise persons to whom the materials may be lawfully communicated; or
(iii) persons in any Member State of the European Economic Area (other than the United Kingdom) except for persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (2003/71/EC) as amended; or
(iv) any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction;
(b) you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;
(c) you will not offer or sell any securities referred to on the website, or distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such offer or sale can lawfully be made or, as the case may be, to whom such materials and/or information can be lawfully distributed under all applicable laws; and
(d) you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended) of the United Kingdom with respect to anything done by you in relation to any securities referred to on the website in, from or otherwise involving the United Kingdom.
No offer or solicitation
Neither this site nor anything contained herein shall constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, any security.
The securities referred to in this website have not and will not be registered under any applicable laws of any state, province, territory, country or jurisdiction of the United States, Australia, South Africa, Japan, Hong Kong, Singapore, Italy, Switzerland or Canada. There shall be no sale of any securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
Restrictions on marketing and sales to retail investors
MiFID II product governance / professional investors and ECPs only target market – Solely for the purposes of the manufacturer’s product approval process, the target market assessment in respect of the CCDS has led to the conclusion that: (i) the target market of the CCDS is ‘eligible counterparties’ and ‘professional clients’ only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for the distribution of the CCDS to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the CCDS (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 CCDS (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.
The securities referred to in this website are financial instruments with many complex features, and will not be a suitable or appropriate investment for all investors. The offer, sale or distribution of the securities referred to in this website to certain investors, including retail investors, may be restricted or prohibited by law in certain jurisdictions.
In particular, in June 2015, the UK Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "Product Intervention Instrument"). Under the rules contained in the Product Intervention Instrument and Chapter 22.2 of the Conduct of Business Sourcebook ("COBS 22.2") in the FCA’s Handbook (as such rules may be amended or replaced from time to time, the "Product Intervention Rules"), there are restrictions on the sale of ‘mutual society shares’ (which would include the securities referred to in this website) to ‘retail clients’ in the European Economic Area (the "EEA"). For these purposes, a "retail client" is a person who is, or who if he were receiving services in the course of a firm carrying on a regulated activity would be, a client who is neither a ‘professional client’ nor an ‘eligible counterparty’ under MiFID II. The securities referred to on this website are not intended to be sold, and should not be sold, to any retail clients, other than in circumstances that do not and will not give rise to a contravention of the Product Intervention Rules by any person.
By accessing this website, you represent, warrant, agree with, and undertake to, West Bromwich Building Society that:
1. you are not a retail client (as defined above) or acting on behalf of a retail client; and
2. whether or not you are subject to the Product Intervention Rules, you will not sell or offer the securities referred to in this website (or any beneficial interest therein) to retail clients in the EEA, or communicate (including the distribution of any material contained on this site) or approve an invitation or inducement to participate in, acquire or underwrite the securities referred to on this website (or any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA,
in any case other than in circumstances that do not and will not give rise to a contravention of the Product Intervention Rules by any person and provided that you at all times act in relation to such sale or offer in compliance with MiFID II (or, if MiFID II does not apply to you, in a manner which would be in compliance with MiFID II if it were to apply to you).
The distribution of material on this site may be restricted by law in the United Kingdom or any other jurisdiction. Failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. Persons accessing this site should inform themselves about, and observe, any such restrictions. In particular, no information contained in this site is for distribution directly or indirectly in or into the United States, Australia, South Africa, Japan, Hong Kong, Singapore, Italy, Switzerland or Canada.
Persons accessing this site are deemed to represent that they are not accessing this site from inside the United States.
The material on this site has no regard to the specific investment objectives, financial situation or particular needs of any recipient and should not be relied on when making any investment decision. The information contained on the website is given at the date of such information and should not be taken to be accurate at any other time. Except for information that is required to be maintained from time to time by West Bromwich Building Society pursuant to the terms of issue of the CCDS, West Bromwich Building Society is under no obligation to update or keep current the information on this site and no representation or warranty, express or implied, is or will be made in relation to, the accuracy or completeness of the information.
This website and the materials contained on this website do not purport to provide any financial, investment, tax, accounting or legal advice or recommendation. Before you enter into any transaction in relation to any securities referred to on this website, you should obtain your own independent advice from your professional financial, accounting, legal, regulatory, tax or other advisers.
No liability whatsoever is or will be accepted by West Bromwich Building Society for any loss or damage howsoever arising from any use of this site or its contents (but this is without prejudice to the rights of an investor in the CCDS in the event of a breach by West Bromwich Building Society of the terms of issue of the CCDS).
The materials on this website are provided in electronic form. Information transmitted via this medium may be altered or changed during the process of transmission and West Bromwich Building Society accepts no liability or responsibility whatsoever in the event of any such alteration or change during transmission.
Unauthorised use of this website or the materials on this website, including (without limitation) unauthorised access or misuse of any information posted to this website, is strictly prohibited.
Governing law and jurisdiction
These Terms and Conditions and any non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, English law. The English courts will have jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions.
If you are not permitted, or are in any doubt as to whether you are permitted, to view this site or the information contained herein, please exit this site.
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I ACKNOWLEDGE AND CONFIRM THAT I HAVE READ, UNDERSTAND AND ACCEPT THE ABOVE TERMS AND CONDITIONS.
- Listing Particulars
- Distribution Policy
The Distribution Policy sets out the Board's expectations as regards the declaration of Distributions on the CCDS.
The Distribution Policy is indicative only and is not binding on the Society. The payment of any Distributions is wholly within the discretion of the Society. The Distribution Policy may be amended by the Society at any time.
- Cap on Distributions
The total Distribution paid on each CCDS in respect of any given financial year of the Society shall not exceed the Cap.
Whilst the Board will not declare any Distributions in respect of the Society’s financial year ending 31 March 2018, for illustrative purposes only the Cap on such Distributions, if declared, would have been £15.81. This amount has been determined by applying the CPI annual inflation percentage of 2.5 per cent. (as published by the Office for National Statistics in its statistical bulletin for March 2018) to the prevailing Cap in respect of the previous financial year to 31 March 2017 of £15.42.
The Cap will be adjusted for inflation in each year in accordance with, and subject to, the Rules of the Society.
- Distribution Payment Dates
Any interim Distributions declared will be paid on 20 February during the relevant financial year. Any final Distributions declared will be paid on 20 August immediately following the end of the relevant financial year. If any such date is not a business day, payment will be made on the next day which is a business day.
- Minimum Transfer Amount
A transfer of CCDS will not be valid unless the number of CCDS transferred is a whole number that is equal to or greater than the minimum transfer amount prevailing at the time of transfer. The initial minimum transfer amount is fixed at 500 CCDS and will not be reduced except in agreement with the Relevant Regulators. The Society has no current intention to seek the request of the Relevant Regulators to reduce the minimum transfer amount.
It will not be possible for investors to transfer CCDS in amounts less than the Minimum Transfer Amount prevailing as at the time of transfer. The Clearing Systems will not accept instructions to settle transfers of CCDS in amounts less than the prevailing Minimum Transfer Amount, and (in the limited circumstances in which definitive CCDS are issued) the Registrar will not register in the CCDS Register any transfer of CCDS in definitive form in amounts less than the prevailing Minimum Transfer Amount. Accordingly, purported transfers of CCDS in amounts less than the prevailing Minimum Transfer Amount will be incapable of settlement.
Investors in CCDS are responsible for ensuring that any trades they enter into in respect of the CCDS are capable of settlement; failure to do so may result in an investor breaching its contract of sale and purchase.
- Core Capital Contribution Proportion
The Core Capital Contribution Proportion will be used to determine the share of surplus assets (if any) of the Society which (subject to the Average Principal Amount) a CCDS holder would be eligible to receive in the event of a winding-up or dissolution of the Society. The Core Capital Contribution Proportion will be calculated upon each new issue or cancellation of CCDS and (if this occurs) at the time of winding-up or dissolution of the Society. For further information, see Condition 4.4 (“Part IX: Conditions of Issue of the Core Capital Deferred Shares”) of the Conditions of Issue of the CCDS.
The current Core Capital Contribution Proportion, determined as at 10th April 2018 is 34.26393%.
- Average Principal Amount
The Average Principal Amount limits the maximum return an investor would be eligible to receive for each CCDS held in the event of a winding-up or dissolution of the Society. The Average Principal Amount will be calculated upon each new issue of CCDS. For further information, see Condition 4.5 (“Part IX: Conditions of Issue of the Core Capital Deferred Shares”).
The current Average Principal Amount, determined as at 10th April 2018, is £100.00 per CCDS.
- Issuance History
The following is an overview of the issuance history of CCDS:
The Society issued 1,288,813 CCDS on 12th April 2018.
- RNS Announcements
- CCDS Q&A
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