TERMS AND CONDITIONS OF ACCESS TO THE WEBSITE
BEFORE ENTERING THIS WEBSITE, PLEASE READ CAREFULLY THE FOLLOWING IMPORTANT TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO, AND USE OF, THIS WEBSITE AND ACKNOWLEDGE YOUR AGREEMENT OF THEM.
1 Access to and use of the Website
By clicking "I agree" on the link below, you represent and warrant that you accept (and are authorised to accept) these terms and conditions (the "Terms and Conditions") on behalf of yourself and on behalf of the institution which you represent and by which you are engaged (the "Institution") in relation to the contents of this website and any other website to which links are provided herein (together, the "Website") to which you will have access without modification. References to the words you or your refer to both you and the Institution. If you do not agree to be bound by the Terms and Conditions in their entirety, please click the "I decline" button below and you will not be permitted to access the Website. For the purposes of the Terms and Conditions, "Aldermore" means Aldermore Group PLC and its associated undertakings from time to time.
You acknowledge that the Website may contain confidential information and any information contained on the Website (the "Information") may be used by you solely for information purposes in respect of the Additional Tier 1 Securities (the “Securities”) issued by Aldermore Group PLC (the "Permitted Purpose"). You will treat the confidential information as private and confidential and will ensure that the information is protected with effective security measures and with the degree of care in each case that you would apply to your own confidential information. Other than as required by any applicable law or regulation, you agree not to disclose to any person any confidential information, without the prior written consent of Aldermore. You are restricted from accessing or using the Information for any other purpose. You agree to notify Aldermore immediately if you become aware of any unauthorised use of the Website.
1.2 Restrictions on Access
By clicking “I agree” on the link below, you confirm and acknowledge that:
(a) the materials on the 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 persons who are U.S. persons (as defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”));
(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, or (III) are otherwise persons to whom the materials may be lawfully communicated;
(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 the 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 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.
1.3 Restrictions on marketing and sales to retail investors
The Securities 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 Securities to retail investors.
In particular, in August 2014, the U.K. Financial Conduct Authority published the Temporary Marketing Restriction (Contingent Convertible Securities) Instrument 2014 (as amended or replaced from time to time, the “TMR”) which took effect on 1 October 2014. Under the rules set out in the TMR (as amended or replaced from time to time, the “TMR Rules”), certain contingent write-down or convertible securities, such as the Securities, must not be sold to retail clients in the European Economic Area (the “EEA”) and nothing may be done that would or might result in the buying of such Securities or the holding of a beneficial interest in such Securities by a retail client in the EEA (in each case within the meaning of the TMR Rules), other than in accordance with the limited exemptions set out in the TMR Rules.
In addition to the restrictions on access set out in paragraph 1.2 above, by clicking “I agree” on the link below, you confirm and acknowledge that:
(a) you are not a retail client in the EEA (as defined in the TMR Rules);
(b) whether or not you are subject to the TMR Rules, you will not sell or offer the Securities to retail clients in the EEA or do anything (including the distribution of the terms and conditions of the Securities referred to on the Website) that would or might result in the buying of the Securities or the holding of a beneficial interest in the Securities by a retail client in the EEA (in each case within the meaning of the TMR Rules), other than (i) in relation to any sale or offer to sell Securities to a retail client in or resident in the United Kingdom, in circumstances that do not and will not give rise to a contravention of the TMR Rules by any person and/or (ii) in relation to any sale or offer to sell Securities to a retail client in any EEA member state other than the United Kingdom, where (a) you have conducted an assessment and concluded that the relevant retail client understands the risks of an investment in the Securities and is able to bear the potential losses involved in an investment in the Securities and (b) you have at all times acted in relation to such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) (“MiFID”) to the extent it applies to you or, to the extent MiFID does not apply to you, in a manner which would be in compliance with MiFID if it were to apply to you; and
(c) you will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Securities, including any such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Securities by investors in any relevant jurisdiction.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Securities from Aldermore, the foregoing will be given by and be binding upon both the agent and its underlying client.
The Information is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation (securities or otherwise) and is provided on the basis of your acceptance of the Terms and Conditions. You may not use the Information in a manner that may violate any securities laws, including, without limitation, in connection with any trading of any Securities described or referred to in such Information. No Information is, or is to be construed as an offer of or invitation to subscribe for, underwrite or purchase Securities in any jurisdiction in which such offer or invitation is or may be prohibited, restricted or subject to any requirement for filing, authorisation, license or consent.
Nothing on the Website constitutes an offer to sell or the solicitation of an offer to buy the Securities. The Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state of the United States or any jurisdiction, and the Securities may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons (within the meaning of Regulation S under the Securities Act) unless an exemption from the registration requirements of the Securities Act is available and in accordance with all applicable securities laws of any state of the United States. The Information may not be forwarded or distributed by, or on behalf of, you to any other person and may not be reproduced by, or on behalf of, you in any manner whatsoever, and in particular, may not be forwarded by, or on behalf of, you to any U.S. person or to any U.S. address. Any forwarding, distribution or reproduction by, or on behalf of, you of any Information in whole or in part is unauthorised. Failure to comply with the Terms and Conditions may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
You confirm that you will comply with all applicable laws and obligations in force in any jurisdiction which is applicable to you, at any time in relation to the Information and you will obtain any consent, approval or permission required for such purposes under such laws or regulations. By accessing the Website, you confirm that the Information may be lawfully accessed by you in accordance with the laws and regulations of the applicable jurisdictions.
You acknowledge that nothing in the Terms and Conditions conveys any interest of a proprietary nature in the Information to you.
2 Acknowledgements and disclaimers
In addition to the matters set out above, you acknowledge and agree to the following:
(a) No duty to update or correct Information. Certain Information may be historical in nature and, in general, Information is only current as of its applicable or stated date. There shall be no obligation on Aldermore to update any such Information.
(b) Information may change. Further information may be added to the Website and/or changes may be made to the Information at any time. In general, the Information should be read and construed as a whole as updated from time to time.
(c) No advice given. The Website (including any Information) does not provide, or purport to provide, any financial, investment, tax, accounting, regulatory or legal advice or recommendation. No audit has been conducted in respect of any Information.
(d) Third party information and opinions. Any information, representation or warranty on the Website prepared by or sourced from a party other than Aldermore (including, without limitation, any links to other websites) does not imply any endorsement or responsibility by Aldermore for the information therein, or any representation regarding any such information.
3 Limitation of liability and remedies
Aldermore does not accept any liability or responsibility for, and makes no representations or warranties in relation to, the adequacy, accuracy or completeness of the Information or for your use of any such Information. In addition, Aldermore has no duty or obligation to you in respect of such Information (including as to verifying or correcting any Information).
Aldermore will not under any circumstances be liable to you or to any third party, regardless of the form of action, for any lost profits or lost opportunity, or any indirect, special, consequential, incidental or punitive damages whatsoever, even if Aldermore has been advised of the possibility of such damages.
4 Rights of third parties
No person may enforce any of the terms of the Terms and Conditions under the Contract (Rights of Third Parties) Act 1999.
The Terms and Conditions may be varied or terminated by Aldermore only. Notwithstanding any other term of the Terms and Conditions, the consent of any third party is not required for any variation or termination of the Terms and Conditions by Aldermore.
5 Governing law and jurisdiction
The Terms and Conditions and any non-contractual obligations arising out of or in connection with the Terms and Conditions will be governed by, and construed in accordance with, the laws of England and Wales.
The English courts will have jurisdiction to settle any disputes which may arise in connection with the Terms and Conditions or any non-contractual obligations arising out of or in connection with the Terms and Conditions.
Click “Continue” below if you acknowledge and agree to the Terms and Conditions and agree to proceed on the basis of the Terms and Conditions