West Bromwich Building Society £22,498,600 11.00 per cent. Subordinated Tier 2 Notes due 2038 (the “Tier 2 Notes”) – 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
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(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 Tier 2 Notes 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.
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 Tier 2 Notes has led to the conclusion that: (i) the target market of the Tier 2 Notes 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 Tier 2 Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Tier 2 Notes (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 Tier 2 Notes (by either adopting or refining the manufacturer’s target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / prohibition of sales to EEA retail investors – The Tier 2 Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a ‘retail client’ as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive 2002/92/EC, where that customer would not qualify as a ‘professional client’ as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a “qualified investor” as defined in Directive 2003/71/EC, as amended (the “Prospectus Directive”). No key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling the Tier 2 Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Tier 2 Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
The securities referred to in this website are financial instruments with 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.
By accessing this website, you represent, warrant, agree with, and undertake to, West Bromwich Building Society that:
1. you are not a retail investor (as defined above) or acting on behalf of a retail investor; and
2. you will not sell or offer the securities referred to in this website (or any beneficial interest therein) to retail investors 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 investor in the EEA,
provided that you at all times act in relation to such sale or offer in compliance with MiFID (or, if MiFID does not apply to you, in a manner which would be in compliance with MiFID 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. 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 Tier 2 Notes in the event of a breach by West Bromwich Building Society of the terms of issue of the Tier 2 Notes).
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.
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