Covered Bonds Terms of Access
This information is for institutional investors and analysts interested in Principality Building Society.
Covered Bond Programme - Terms of Access
Please read carefully the following terms and conditions (the “Terms and Conditions”) that govern the access and the use of this Website (the “Website”) and acknowledge your agreement of them.
Access and use of the Website is conditional upon agreement to and compliance with the Terms and Conditions. If you do not agree to the Terms and Conditions, do not access the Website or any information contained on it. You acknowledge and agree to the Terms and Conditions, including (but not limited to) not to undertake any act or omission that would constitute a breach of the Terms and Conditions. You are required to read and agree to the Terms and Conditions in full each time you visit the Website.
The Securities referred to in the Website (the “Covered Bonds”) are not to be offered or sold to Retail Investors* in the United Kingdom or the European Economic Area (“EEA”).
Before accessing the Website you must confirm and accept that:
1. Further acknowledgements and disclaimers
1.1 The Terms and Conditions may be updated and/or amended by Principality Building Society (“PBS” and/or “Us”) at anytime without notice.
1.2 By accessing the Website, you represent and warrant to Us that you are doing so for information purposes only.
1.3 The Terms and Conditions are intended for the benefit of PBS and may be enforced by PBS or on behalf of its affiliates at any time. You agree to notify PBS immediately if you become aware of any unauthorised use of the Website. The material and information may not be copied, reproduced, retransmitted or conveyed in whole or in part without PBS’s prior written consent. By accessing the Website, you agree to the restrictions, acknowledge that the Website contains confidential information and will ensure that the information is protected with the degree of care that you would apply to your own confidential information. You also agree not to use the materials and information contained on the Website for any purpose other than set out below.
1.4 PBS has the right to discontinue the Website at any time without notice.
2. Access and use of the website
2.1 The materials and information on the Website are solely prepared for UK and EEA persons categorised as market counterparties and professional clients and not for Retail Investors* who should not access the Website. Moreover, any investment or services to which the Website may relate will not be made available to such Retail Investors*. The information and materials on the Website are intended for authorised users only and may not be published, copied or distributed to any other person.
2.2 The information and materials on the Website are not intended for distribution to or use by any person (in any jurisdiction) where such distribution or use would be contrary to local law or regulation. You may not use the information on the Website in a manner that may violate any securities laws. The Website is not intended for use by U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended) (“the Securities Act”), persons located in the United States, residents of the United States or persons acting for the benefit of any such persons.
2.3 By accessing the Website, you confirm that you are:
2.3.1 Not a U.S. person, located in the United States and not a resident of the United States;
2.3.2 Not acting for the benefit of any such person;
2.3.3 Professionally experienced in matters relating to investments and who therefore falls within the definition of Article 19(1) of the Financial Services and Markets Act (Financial Promotion) Order 2005 or any other persons to whom the material / information may otherwise be lawfully communicated; and
2.3.4 Not and will not engage in any activities relating to the Website and the material that are unlawful, contrary to applicable law, regulation (in any jurisdiction) and/or in breach of any agreements between you and PBS.
2.4 You also agree and acknowledge to the following:
2.4.1 You have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 as amended ("FSMA") of the United Kingdom with respect to anything done by you in relation to the Covered Bonds from or otherwise involving the United Kingdom.
2.4.2 By accessing the Website, you acknowledge and agree that neither PBS, nor any person who controls it, nor any director, officer, employee or agent of it, nor any affiliate of any such person, has or accepts any liability arising out of or in connection with the use of any documentation and/ or any other information contained on the Website.
2.4.3 You will not offer or sell the Covered Bonds or distribute, transmit or otherwise disseminate any materials or information contained on the Website, other than to persons to whom such offer or sale can lawfully be made and where such materials and/or information can be lawfully distributed under all applicable laws.
2.5 Where acting as an agent on behalf of a client(s) in connection with the Covered Bonds, any confirmations and acknowledgements are made on behalf of yourself and your client(s).
2.6 The Website may contain other notices and copyright information, the terms of which must be observed and followed.
2.7 Any acknowledgement, agreement or other type of click through button on the Website that is selected to evidence agreement, or an acknowledgement shall have the same validity as a paper copy of an agreement that has been manually signed and delivered.
3. No offer of solicitation
3.1 The information contained on the Website and in any documentation (including but not limited to any prospectus and any supplementary prospectuses) is for information and reference purposes only. It does not constitute an offer for the solicitation of any offer of sale of the Covered Bonds in any way. No information made available on the Website or in the documentation constitutes financial, investment, tax, accounting or legal advice. Nor should any such information be considered a recommendation by PBS in any way.
3.2 By accessing the Website, you represent and warrant to Us that you are doing so for information purposes only. Before you enter into any transaction you should obtain your own independent advice from your professional financial, accounting, legal, regulatory, tax or other advisers.
4. Limitation of liability
4.1 PBS may remove or make changes to the Website and documentation at any time without notice. The information contained on the Website is given at the date and should not be taken to be accurate at any other time. There is no duty on PBS to update or correct the Website or the documentation / material and no representation or warranty, express or implied, is or will be made in relation to, the accuracy or completeness of the information. Historic performance information is no indication of the Covered Bonds’ future performance.
4.2 PBS will under no circumstances be liable to you or any third party, regardless of the form of action, for any tort, contract, loss of profits or opportunity or any indirect, special, consequential, incidental or punitive damages whatsoever. No liability whatsoever is or will be accepted by PBS for any loss or damage arising from any use of the Website, the documents/material and their contents.
4.3 You agree that the limitations and exclusions set out in this clause are reasonable having regard to all the relevant circumstances and the levels of risk associated with each other’s obligations under the Terms and Conditions.
4.4 The information on the Website is provided in electronic form. Information transmitted via this medium may be altered or changed during the process of transmission and PBS accepts no liability or responsibility whatsoever in the event of any such alteration or change during transmission.
5. Unauthorised use
5.1 Unauthorised use of the Website or the materials on the Website, including (but not limited to) unauthorised access or misuse of any information posted to the Website is strictly prohibited.
5.2 If you are not permitted or are in any doubt as to whether you are permitted to view the Website please exit it immediately.
6. Rights of third parties
6.1 No person may enforce any terms and conditions of the Terms and Conditions under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding any other term of these Terms and Conditions, the consent of any third party is not required for any variation or termination of these Terms and Conditions.
7. Governing Law
7.1 The Terms and Conditions and any non-contractual obligations shall be governed and construed in accordance with the laws of England and Wales. The English and Welsh Courts will have the jurisdiction to settle any disputes which may arise in connection with these Terms and Conditions.
Acceptance
By selecting "Accept" below you acknowledge and confirm that you:
- have read, understand and accept the Terms and Conditions;
- not a U.S. person, located in the United States, not a resident of the United States and are not acting for the benefit of any such person;
- will not transmit or otherwise send any information contained on the Website to any U.S. person or any person located in the United States, or any person resident or located in any other jurisdiction where to do so is unlawful;
- are not a resident of or located in any jurisdiction where to view such information is unlawful; and
- professionally experienced in matters relating to financial investments and are not a Retail Investor* or acting for a Retail Investor*.
*A Retail Investor means a person who is (i) a retail client as defined in point (11) of Article 4(1) of MiFID II, (ii) a customer within the meaning of the Insurance Distribution Directive, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, (iii) not a qualified investor as defined in the EU Prospectus Regulation; (iv) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (v) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR; and/or (vi) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA.