REG - Coventry BuildingSoc - Tender Offer

UBS AGAnnouncement

03/06/2024 10:15

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RNS Number : 8348Q  Coventry Building Society  03 June 2024

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR
TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

Coventry Building Society announces Tender Offer in respect of its £415m
Perpetual Contingent Convertible Additional Tier 1 Capital Securities (ISIN:
XS1961836712)

3 JUNE 2024. Coventry Building Society (the Society) announces today an
invitation to eligible holders of its outstanding £415,000,000 Perpetual
Contingent Convertible Additional Tier 1 Capital Securities (ISIN:
XS1961836712) (the Capital Securities) to tender their Capital Securities for
purchase by the Society for cash, subject to satisfaction (or waiver) of the
New Financing Condition (as defined below) and the other conditions described
in the Tender Offer Memorandum (as defined below) (the Offer).

The Offer is being made on the terms and subject to the conditions contained
in a tender offer memorandum dated 3 June 2024 (the Tender Offer Memorandum)
prepared by the Society, and is subject to the offer restrictions set out
below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are available from
https://projects.morrowsodali.com/cbs, the website operated by the Tender and
Information Agent for the purposes of the Offer (the Offer Website), subject
to registration and distribution restrictions. Capitalised terms used in this
announcement but not defined herein have the meanings given to them in the
Tender Offer Memorandum.

Summary of the Offer

 Description                                                            ISIN /                    Outstanding Principal Amount  First Call Date     Purchase Price    Target Acceptance Amount

of the Capital Securities

                                                                        Common Code
 Perpetual Contingent Convertible Additional Tier 1 Capital Securities  XS1961836712 / 196183671                                                    100.40 per cent.  An aggregate principal amount to be determined and announced by the Society as

                                     set in the Tender Offer Memorandum
                                                                                                  £415,000,000                  18 September 2024

Rationale for the Offer

The purpose of the Offer is to provide liquidity for investors in the Capital
Securities and to manage the refinancing of the Society's additional tier 1
capital in conjunction with an issue of New Capital Securities (as defined
below). The Society intends to consider future optional redemption rights in
respect of the Capital Securities on an economic basis, considering current
and future regulatory value, relative funding cost, rating agency
considerations, regulatory developments and having regard to the prevailing
circumstances at the relevant time.

Capital Securities purchased by the Society pursuant to the Offer are expected
to be cancelled and will not be re-issued or re-sold.

Purchase Price and Accrued Interest

The Society will, subject to the satisfaction (or waiver) of the New Financing
Condition, on the Settlement Date, pay, for Capital Securities accepted for
purchase pursuant to the Offer, a cash purchase price equal to 100.40 per
cent. of the principal amount of the relevant Capital Securities (the Purchase
Price).

The Society will also, subject to the satisfaction (or waiver) of the New
Financing Condition on or prior to the Settlement Date, pay an Accrued
Interest Payment in respect of Capital Securities accepted for purchase
pursuant to the Offer.

Target Acceptance Amount, Final Acceptance Amount and Scaling

If the Society decides to accept any Capital Securities for purchase pursuant
to the Offer, it proposes that the aggregate principal amount of Capital
Securities it will accept for purchase pursuant to the Offer will be no
greater than an amount (the Target Acceptance Amount) to be determined by the
Society in its sole and absolute discretion and announced as soon as
reasonably practicable on the Business Day immediately following the pricing
of the New Capital Securities (as described below) (such announcement
currently expected to be made on 5 June 2024), although the Society reserves
the right, in its sole and absolute discretion, to accept significantly more
than or significantly less than such amount, or to accept none of such Capital
Securities, for purchase pursuant to the Offer (the final aggregate principal
amount accepted for purchase pursuant to the Offer, being the Final Acceptance
Amount).

If the Society accepts any Capital Securities for purchase pursuant to the
Offer and the aggregate principal amount of the Capital Securities validly
tendered for purchase is greater than the Final Acceptance Amount, the Society
intends to accept (subject to the satisfaction or waiver of the New Financing
Condition) such Capital Securities for purchase on a pro rata basis such that
the aggregate principal amount of Capital Securities accepted for purchase
pursuant to the Offer is no greater than the Final Acceptance Amount.

Until the Society announces the Final Acceptance Amount, no assurance can be
given that any Capital Securities validly tendered pursuant to the Offer will
be accepted. The acceptance for purchase by the Society of Capital Securities
validly tendered pursuant to the Offer is at the sole and absolute discretion
of the Society and tenders may be rejected by the Society for any reason in
its sole and absolute discretion.

New Financing Condition

The Society announced on 3 June 2024 its intention to issue a new benchmark
size series of sterling-denominated Perpetual Contingent Convertible
Additional Tier 1 Capital Securities (the New Capital Securities), subject to
market conditions. Whether the Society will accept for purchase any Capital
Securities validly tendered in the Offer and complete the Offer is subject,
without limitation, to the successful completion (in the sole determination of
the Society) of the issue of the New Capital Securities (the New Financing
Condition).

Even if the New Financing Condition is satisfied, the Society is not under any
obligation to accept for purchase any Capital Securities tendered pursuant to
the Offer. The acceptance for purchase by the Society of Capital Securities
tendered pursuant to the Offer is at the sole and absolute discretion of the
Society and tenders may be rejected by the Society for any reason.

The Society expressly reserves the right in its sole and absolute discretion
to waive the New Financing Condition if not satisfied.

Allocation of the New Capital Securities

When considering allocation of the New Capital Securities, the Society may
give preference to those Securityholders who, prior to such allocation, have
validly tendered (or have given a firm indication to any Dealer Manager that
they intend to tender) their Capital Securities pursuant to the Offer.
Therefore, a Securityholder who wishes to subscribe for New Capital Securities
in addition to tendering its Capital Securities for purchase pursuant to the
Offer may be eligible to receive, at the sole and absolute discretion of the
Society, priority in the allocation of the New Capital Securities, subject to
the issue of the New Capital Securities and such Securityholder making a
separate application for the purchase of such New Capital Securities to a
Dealer Manager (in its capacity as a joint lead manager of the issue of the
New Capital Securities) or to any other joint lead manager of the issue of the
New Capital Securities in accordance with the standard new issue procedures of
such joint lead manager. However, the Society is not obliged to allocate the
New Capital Securities to a Securityholder who has validly tendered or
indicated a firm intention to tender the Capital Securities pursuant to the
Offer and, if New Capital Securities are allocated, the principal amount
thereof may be less or more than the principal amount of Capital Securities
tendered by such holder and accepted by the Society pursuant to the Offer. Any
such allocation will also, among other factors, take into account the minimum
denomination of the New Capital Securities (being £200,000).

All allocations of the New Capital Securities, while being considered by the
Society as set out above, will be made in accordance with customary new issue
allocation processes and procedures. In the event that a Securityholder
validly tenders Capital Securities pursuant to the Offer, such Capital
Securities will remain subject to such tender and the conditions of the Offer
as set out in this announcement and the Tender Offer Memorandum irrespective
of whether that Securityholder receives all, part or none of any allocation of
New Capital Securities for which it has applied. Securityholders should note
that the pricing and allocation of the New Capital Securities is expected to
take place prior to the Expiration Deadline for the Offer.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
the Accrued Interest Payment pursuant to, the Offer, Securityholders must
validly tender their Capital Securities for purchase by delivering, or
arranging to have delivered on their behalf, a valid Tender Instruction that
is received by the Tender and Information Agent by 4.00 p.m. (London time) on
10 June 2024 (unless extended, re-opened, amended and/or terminated as
provided in the Tender Offer Memorandum) (the Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances
described in "Amendment and Termination" in the Tender Offer Memorandum.

A separate Tender Instruction must be completed on behalf of each beneficial
owner and Tender Instructions must be submitted in respect of a minimum
principal amount of Capital Securities of no less than £200,000, being the
minimum denomination of the Capital Securities, and may be submitted in
integral multiples of £1,000 thereafter.

Indicative timetable for the Offer

The following sets out the expected times and dates of the key events relating
to the Offer. The times and dates below are indicative only and subject to
change.

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offer

 Announcement of Offer. Tender Offer Memorandum available (subject to             3 June 2024
 registration and distribution restrictions) from the Offer Website.
 Commencement of the tender offer period.
 New Issue Pricing Date

 Pricing of the issue of the New Capital Securities, subject to market            Prior to the Expiration Deadline, currently expected to be on 4 June 2024
 conditions.
 Announcement of the Target Acceptance Amount

 Announcement of the Target Acceptance Amount for the Offer.                      As soon as reasonably practicable on the Business Day immediately following
                                                                                  pricing of the New Capital Securities, and currently expected to be on 5 June
                                                                                  2024
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender and        4.00 p.m. on 10 June 2024
 Information Agent in order for Securityholders to be able to participate in
 the Offer.
 Announcement of Results

 Announcement of whether the Society will accept (subject to satisfaction or      As soon as reasonably practicable on 11 June 2024
 waiver of the New Financing Condition on or prior to the Settlement Date)
 valid tenders of Capital Securities for purchase pursuant to the Offer and, if
 so accepted, the aggregate principal amount of the Capital Securities accepted
 for purchase and any Scaling Factor (if applicable).
 Settlement Date

 Subject to satisfaction or waiver of the New Financing Condition on or prior     12 June 2024
 to such date, expected Settlement Date for the Offer.

The Society may, in its sole and absolute discretion, extend, re-open, amend,
waive any condition of or terminate the Offer at any time (subject to
applicable law and as provided in the Tender Offer Memorandum) and the above
times and dates are subject to the right of the Society to so extend, re-open,
amend and/or terminate the Offer.

Securityholders are advised to check with any bank, securities broker, dealer,
nominee, custodian, trust company or other intermediary through which they
hold Capital Securities when such intermediary would need to receive
instructions from a Securityholder in order for that Securityholder to be able
to participate in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer before the
deadlines specified in this announcement and the Tender Offer Memorandum.
 The deadlines set by any such intermediary and each Clearing System for the
submission of Tender Instructions will be earlier than the relevant deadlines
specified above.

Announcements

Unless stated otherwise, announcements in connection with the Offer will be
made by the Society by (i) publication through RNS; and (ii) the delivery of
notices to the Clearing Systems for communication to Direct Participants. Such
announcements may also be made (a) on the Informa IGM Screen Insider service
and/or (b) by the issue of a press release to a Notifying News Service. Copies
of all such announcements, press releases and notices can also be obtained
from the Offer Website or upon request from the Tender and Information Agent,
the contact details for which are set out below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Securityholders are urged to contact the Tender and Information Agent for the
relevant announcements during the course of the Offer.  In addition,
Securityholders may contact the Dealer Managers for information using the
contact details below.

Securityholders are advised to read carefully the Tender Offer Memorandum for
full details of, and information on the procedures for, participating in the
Offer.

Further information

Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Managers, and (ii) the delivery of Tender Instructions
may be directed to the Tender and Information Agent, the contact details for
each of which are set out below.

 DEALER MANAGERS

BNP PARIBAS                                               J.P. Morgan Securities plc
 16, boulevard des Italiens
 25 Bank Street

 75009 Paris                                               Canary Wharf

 France                                                    London E14 5JP

                                                           United Kingdom

 Telephone: +33 1 55 77 78 94                              Telephone: +44 20 7134 2468

 Attention:  Liability Management Group                    Attention: EMEA Liability Management Group

 Email: liability.management@bnpparibas.com                Email: liability_management_EMEA@jpmorgan.com
 (mailto:liability.management@bnpparibas.com)              (mailto:liability_management_EMEA@jpmorgan.com)
 Lloyds Bank Corporate Markets plc                         NatWest Markets Plc
 10 Gresham Street

                            250 Bishopsgate
 London EC2V 7AE

                            London EC2M 4AA
 United Kingdom

                            United Kingdom
 Telephone: +44 20 7158 1726 / 3939

                            Telephone: +44 20 7678 5282
 Attention: Liability Management Group

                            Attention: Liability Management Group
 Email: lbcmliabilitymanagement@lloydsbanking.com

 (mailto:lbcmliabilitymanagement@lloydsbanking.com)        Email: NWMLiabilityManagement@natwestmarkets.com
                              (mailto:NWMLiabilityManagement@natwestmarkets.com)
 UBS AG London Branch

 5Broadgate

 London EC2M 2QS

 United Kingdom

 Telephone: +44 20 7568 1121

 Attention: Liability Management

 Email: ol-liabilitymanagement-eu@ubs.com
 (mailto:ol-liabilitymanagement-eu@ubs.com)

 

 TENDER AND INFORMATION AGENT
 Morrow Sodali Limited

 103 Wigmore Street

 London W1U 1QS

 United Kingdom

 Telephone: +44 20 4513 6933

 Attention: Global Debt Services Team

 Email: cbs@investor.morrowsodali.com (mailto:cbs@investor.morrowsodali.com)

 Offer Website: https://projects.morrowsodali.com/cbs
 (https://projects.morrowsodali.com/cbs)

UK MARKET ABUSE REGULATION

This announcement is made by Coventry Building Society and contains
information that qualified or may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms
part of United Kingdom domestic law by virtue of the European Union
(Withdrawal) Act 2018 (UK MAR), encompassing information relating to the Offer
described above. For the purposes of UK MAR and the Implementing Technical
Standards, this announcement is made by Lee Raybould, Chief Financial Officer
of Coventry Building Society.

LEI: 2138004G59FXEAZ6IO10

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer.  If any Securityholder is in any doubt as to
the contents of the Tender Offer Memorandum or the action it should take, it
is recommended to seek its own financial, investment, regulatory and legal
advice, including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, regulatory, tax
or legal adviser. Any individual or company whose Capital Securities are held
on its behalf by a broker, dealer, bank, custodian, trust company or other
nominee or intermediary must contact such entity if it wishes to tender such
Capital Securities pursuant to the Offer. None of the Society, the Dealer
Managers or the Tender and Information Agent or any of their respective
directors, employees or affiliates has made or will make any assessment of the
merits and risks of the Offer or of the impact of the Offer on the interests
of Securityholders either as a class or individuals, and none of them makes
any recommendation whether Securityholders should tender Capital Securities
pursuant to the Offer. None of the Society, the Dealer Managers or the Tender
and Information Agent (or any of their respective directors, officers,
employees, agents, advisers or affiliates) is providing Securityholders with
any legal, business, tax, financial, investment, accounting or other advice in
this announcement and/or the Tender Offer Memorandum and/or in connection with
the Offer. Securityholders should consult with their own advisers as they
consider appropriate to assist them in taking decisions with respect to the
Offer, including to determine whether they are legally permitted to tender
Capital Securities pursuant to the Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an
invitation to participate in the Offer in or from any jurisdiction in or from
which, or to any person to or from whom, it is unlawful to make such
invitation or for there to be such participation under applicable securities
laws. The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement and the Tender Offer Memorandum comes are
required by each of the Society, the Dealer Managers and the Tender and
Information Agent to inform themselves about, and to observe, any such
restrictions.

No action has been or will be taken in any jurisdiction in relation to the New
Capital Securities that would permit a public offering of securities. The
minimum denomination of the New Capital Securities will be £200,000.

United States: The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means or
instrumentality of interstate or foreign commerce of, or of any facilities of
a national securities exchange of, the United States.  This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Capital Securities
may not be tendered in the Offer by any such use, means, instrumentality or
facility from or within the United States or by persons located or resident in
the United States. Accordingly, copies of this announcement and the Tender
Offer Memorandum and any other documents or materials relating to the Offer
are not being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to any
persons located or resident in the United States. Any purported tender of
Capital Securities in the Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
Capital Securities made by, or by any person acting for the account or benefit
of, a person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any Capital Securities
or other securities in the United States. Securities may not be offered or
sold in the United States absent registration under, or an exemption from the
registration requirements of, the United States Securities Act of 1933, as
amended (the Securities Act). The New Capital Securities have not been, and
will not be, registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be offered, sold
or delivered, directly or indirectly, in the United States or to, or for the
account or benefit of, any U.S. person (as defined in Regulation S under the
Securities Act).

Each holder of Capital Securities participating in the Offer will represent
that it is not located in the United States and it is not participating in the
Offer from the United States, or it is acting on a non-discretionary basis for
a principal located outside the United States that is not giving an order to
participate in the Offer from the United States. For the purposes of this and
the above two paragraphs, United States means the United States of America,
its territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands),
any state of the United States of America and the District of Columbia.

Italy: None of the Offer, this announcement and the Tender Offer Memorandum or
any other documents or materials relating to the Offer has been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The
Offer is being carried out in the Republic of Italy (Italy) as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended. Accordingly, Securityholders or beneficial owners of the Capital
Securities that are located in Italy may tender their Capital Securities for
purchase in the Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB Regulation No.
20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with any other applicable laws
and regulations and with any requirements imposed by CONSOB or any other
Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Capital Securities and/or the Offer.

United Kingdom: This announcement and the Tender Offer Memorandum have been
issued by Coventry Building Society of Coventry House, Binley Business Park,
Harry Weston Road, Coventry CV3 2TQ, United Kingdom, which is authorised by
the Prudential Regulation Authority (the PRA) and regulated by the PRA and the
Financial Conduct Authority (the FCA). This announcement is directed, and the
Tender Offer Memorandum is being distributed, only to Securityholders where
they would (if they were clients of the Society) be per se professional
clients or per se eligible counterparties of the Society within the meaning of
the FCA rules. Neither this announcement nor the Tender Offer Memorandum is
addressed to or directed at any persons who would be retail clients within the
meaning of the FCA rules and any such persons should not act or rely on it.
Recipients of this announcement and the Tender Offer Memorandum should note
that the Society is acting on its own account in relation to the Offer and
will not be responsible to any other person for providing the protections
which would be afforded to clients of the Society or for providing advice in
relation to the Offer.

In addition, this announcement and the Tender Offer Memorandum and any other
documents or materials relating to the Offer are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the Financial Promotion Order)) or persons who are within Article 43
of the Financial Promotion Order, or to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.

France: The Offer is not being made, directly or indirectly, to the public in
the Republic of France (France).  This announcement and the Tender Offer
Memorandum and any other document or material relating to the Offer have only
been and shall only be distributed in France to qualified investors as defined
in Article 2(e) of Regulation (EU) 2017/1129, as amended.  This announcement
and the Tender Offer Memorandum have not been and will not be submitted for
clearance to nor approved by the Autorité des Marchés Financiers.

Belgium: The Offer is not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1, 2° of the Belgian Code of Economic Law, as
amended from time to time (a Belgian Consumer) and this announcement and the
Tender Offer Memorandum or any other documents or materials relating to the
Offer have not been and shall not be distributed, directly or indirectly, in
Belgium to Belgian Consumers.

General: Neither this announcement nor the Tender Offer Memorandum constitutes
an offer to buy or the solicitation of an offer to sell Capital Securities
(and tenders of Capital Securities in the Offer will not be accepted from
Securityholders) in any circumstances in which such offer or solicitation is
unlawful.  In those jurisdictions where the securities, blue sky or other
laws require the Offer to be made by a licensed broker or dealer and any
Dealer Manager or any of its affiliates is such a licensed broker or dealer in
any such jurisdiction, the Offer shall be deemed to be made by such Dealer
Manager or such affiliate, as the case may be, on behalf of the Society in
such jurisdiction.

New Capital Securities: Any investment decision to purchase any New Capital
Securities should be made solely on the basis of the information contained in
the offering circular prepared in connection with the issue and listing of the
New Capital Securities on the International Securities Market of the London
Stock Exchange plc (the Offering Circular), and no reliance is to be placed on
any representations other than those contained in the Offering Circular.
Subject to compliance with all applicable securities laws and regulations, the
Offering Circular in preliminary form is expected to become available from the
Dealer Managers, in their capacity as joint lead managers of the issue of the
New Capital Securities, on request. The New Capital Securities are not being,
and will not be, offered or sold in the United States. Nothing in this
announcement or the Tender Offer Memorandum constitutes an offer to sell or
the solicitation of an offer to buy the New Capital Securities in the United
States or any other jurisdiction. Securities may not be offered, sold or
delivered in the United States absent registration under, or an exemption from
the registration requirements of, the Securities Act. The New Capital
Securities have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the United States
and may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act).

Compliance information for the New Capital Securities: UK MiFIR/MiFID II
product governance - eligible counterparties and professional clients only
(all distribution channels). No PRIIPs or UK PRIIPs KID / Hong Kong SFO
professional investors only / FCA CoCo restriction - no sales to UK or EEA
retail investors; no key information document has been or will be prepared; no
sales to retail clients (as defined in COBS 3.4) in the UK; no targeting of
investors in Hong Kong other than professional investors (for the purpose of
the Securities and Futures Ordinance (Cap. 571) of Hong Kong). See the
Offering Circular for further information.

 

 

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