Common use of PROHIBITION OF SALES TO UK RETAIL INVESTORS Clause in Contracts

PROHIBITION OF SALES TO UK RETAIL INVESTORS. The 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 United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) 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 European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (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 Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. [Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (the “SFA”) – [To insert notice if classification of the Notes is not “prescribed capital markets products”, pursuant to Section 309B of the SFA or Excluded Investment Products]”.]3 [Date] Cathay Pacific MTN Financing (HK) Limited (the “Issuer”) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] (the “Notes”) Guaranteed by Cathay Pacific Airways Limited (the “Guarantor”) Medium Term Note Programme (the “Programme”) This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated 28th August 2024 (the “Offering Circular”). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. [The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated [original date] [and the supplement dated [date]] which are incorporated by reference in the Offering Circular dated [current date]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date], save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto.] [This Pricing Supplement is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (“Professional Investors”) only.

Appears in 4 contracts

Samples: Announcement and Listing Document Disclaimer, Announcement and Listing Document Disclaimer, Announcement and Listing Document

AutoNDA by SimpleDocs

PROHIBITION OF SALES TO UK RETAIL INVESTORS. The 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 United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) 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 European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (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 Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not 1 Legend for issuances involving one or more MiFID Firm manufacturers. 2 Legend for issuances involving one or more UK MiFIR Firm manufacturers. a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. [Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (the “SFA”) – [To insert notice if classification of the Notes is not “prescribed capital markets products”, pursuant to Section 309B of the SFA or Excluded Investment Products]”.]3 [Date] Cathay Pacific MTN Financing (HK) Limited (the “Issuer”) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] (the “Notes”) Guaranteed by Cathay Pacific Airways Limited (the “Guarantor”) Medium Term Note Programme (the “Programme”) This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated 28th August 2024 25 May 2023 [and the supplement[s] to it dated [●] and [●]] (the “Offering Circular”). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. [The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated [original date] [and the supplement dated [date]] which are incorporated by reference in the Offering Circular dated [current date]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date], save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto.] [This Pricing Supplement is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (“Professional Investors”) only.

Appears in 2 contracts

Samples: Announcement and Disclaimer, Announcement and Listing Document Disclaimer

PROHIBITION OF SALES TO UK RETAIL INVESTORS. The 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 United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) 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 European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (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 Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. [Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (the “SFA”) – [To insert notice if classification of the Notes is not “prescribed capital markets products”, pursuant to Section 309B of the SFA or Excluded Investment Products]”.]3 [Date] Cathay Pacific MTN Financing (HK) Limited (the “Issuer”) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] (the “Notes”) Guaranteed by Cathay Pacific Airways Limited (the “Guarantor”) Medium Term Note Programme (the “Programme”) This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated 28th August 2024 18th August, 2023 (the “Offering Circular”). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. [The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated [original date] [and the supplement dated [date]] which are incorporated by reference in the Offering Circular dated [current date]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date], save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto.] [This Pricing Supplement is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (“Professional Investors”) only.

Appears in 2 contracts

Samples: Announcement and Listing Document, Announcement and Listing Document Disclaimer

PROHIBITION OF SALES TO UK RETAIL INVESTORS. The If the Final Terms in respect of any Notes includes a legend entitled “Prohibition of Sales to UK Retail Investors”, the Notes are not intended to be offered, sold or otherwise made available to and and, with effect from such date, should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution DirectiveDirective (EU) 2016/97 on insurance distribution, where that customer would not qualify as a professional client as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of the domestic law of the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation as it forms part of domestic law by virtue of the EUWARegulation. Consequently Consequently, no key information document required by the PRIIPs Regulation as it forms part of the domestic law of the United Kingdom by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been will be prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. [Notification under Section 309B(1)(c) MiFID II product governance / target market – The Final Terms in respect of any Notes will include a legend entitled “MiFID II product governance” which will outline the target market assessment in respect of the Securities Notes and Futures Act 2001 which channels for distribution of Singapore the Notes are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for the purpose of the Product Governance rules under EU Delegated Directive 2017/593 (the “SFAMiFID Product Governance Rules) – [To insert notice if classification ), any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules. UK MiFIR product governance/ target market - The Final Terms in respect of any Notes may include a legend entitled “UK MiFIR Product Governance” which will outline the target market assessment in respect of the Notes is not “prescribed capital markets products”, pursuant to Section 309B of taking into account the SFA or Excluded Investment Products]”.]3 [Date] Cathay Pacific MTN Financing (HK) Limited (the “Issuer”) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] (the “Notes”) Guaranteed by Cathay Pacific Airways Limited (the “Guarantor”) Medium Term Note Programme (the “Programme”) This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the conditions criteria set forth in the Offering Circular dated 28th August 2024 FCA Handbook Product Intervention and Product Governance Sourcebook (the “Offering CircularUK MiFIR Product Governance Rules”). This Pricing Supplement contains the final terms , and which channels for distribution of the Notes and must be read in conjunction with such Offering Circularare appropriate. [The following alternative language applies if A distributor should take into consideration the first tranche of an issue which target market assessment; however, a distributor subject to the UK MiFIR Product Governance Rules is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such responsible for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated [original date] [and the supplement dated [date]] which are incorporated by reference in the Offering Circular dated [current date]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date], save undertaking its own target market assessment in respect of the Conditions which are extracted from Notes (by either adopting or refining the Offering Circular dated [original date] target market assessment) and are attached hereto.] [This Pricing Supplement is determining appropriate distribution channels. A determination will be made in relation to each issue about whether, for distribution to professional investors (as defined in Chapter 37 the purpose of the Rules Governing UK MiFIR Product Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Listing Arranger nor the Dealers nor any of Securities on The Stock Exchange their respective affiliates will be a manufacturer for the purpose of Hong Kong Limited) the UK MIFIR Product Governance Rules. THE NOTES AND THE NATIXIS GUARANTEE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE Professional InvestorsSECURITIES ACT”), OR ANY SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. NO PERSON HAS REGISTERED NOR WILL REGISTER AS A COMMODITY POOL OPERATOR OF THE ISSUER UNDER THE UNITED STATES COMMODITY EXCHANGE ACT OF 1936, AS AMENDED (THE “CEA”) only.AND THE RULES THEREUNDER (THE “CFTC RULES”) OF THE COMMODITY FUTURES TRADING COMMISSION (THE “CFTC”), AND NONE OF THE ISSUERS HAVE BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. INVESTMENT COMPANY ACT OF 1940, AS AMENDED, NOR UNDER ANY OTHER UNITED STATES FEDERAL LAWS. THE NOTES ARE BEING OFFERED AND SOLD IN RELIANCE ON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S THEREUNDER. ACCORDINGLY, THE NOTES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED AT ANY TIME EXCEPT IN AN “OFFSHORE TRANSACTION” (AS SUCH TERM IS DEFINED UNDER REGULATION S) TO OR FOR THE ACCOUNT OR BENEFIT OF ANY PERSON WHO IS (SUCH PERSON, A “PERMITTED TRANSFEREE”):

Appears in 1 contract

Samples: Uk Debt Issuance Programme

PROHIBITION OF SALES TO UK RETAIL INVESTORS. The 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 United Kingdom (the “UK”)Kingdom. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law in the United Kingdom by virtue of the European Union (WithdrawalWithdrawal Agreement) Act 2018 0000 (the xhe “EUWA”); or (ii) a customer within the meaning of the provisions of the United Kingdom’s Financial Services and Markets Act 2000 0000, xs amended (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 client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation (EU) 2017/1129 as it forms part of domestic law in the United Kingdom by virtue of the EUWAEUWA (the “UK Prospectus Regulation”). Consequently no key information document required by the PRIIPs Regulation (EU) No 1286/2014 as it forms part of domestic law in the United Kingdom by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK United Kingdom has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK United Kingdom may be unlawful under the UK PRIIPs Regulation. [Notification under Section 309B(1)(c) The communication of the Securities this document and Futures Act 2001 of Singapore (the “SFA”) – [To insert notice if classification of the Notes is not “prescribed capital markets products”, pursuant to Section 309B of the SFA any other document or Excluded Investment Products]”.]3 [Date] Cathay Pacific MTN Financing (HK) Limited (the “Issuer”) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] (the “Notes”) Guaranteed by Cathay Pacific Airways Limited (the “Guarantor”) Medium Term Note Programme (the “Programme”) This document constitutes the Pricing Supplement materials relating to the issue of the Notes described herein. Terms used referred to herein shall be deemed to be defined as is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the conditions set forth FSMA. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the Offering Circular dated 28th August 2024 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 who (the “Offering Circular”). This Pricing Supplement contains the final terms i) are qualified investors as defined in Article 2 of the Notes UK Prospectus Regulation, and must be read (ii) have professional experience in conjunction with such Offering Circular. [The following alternative language applies if matters relating to investments and who fall within the first tranche definition of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated [original date] [and the supplement dated [date]] which are incorporated by reference in the Offering Circular dated [current date]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date], save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto.] [This Pricing Supplement is for distribution to professional investors investment professionals (as defined in Chapter 37 Article 19(5) of the Rules Governing Financial Services and Markets Act 0000 (Xinancial Promotion) Order 2005, as amended (the Listing “Financial Promotion Order”)), or who fall within Article 49(2)(a) to (d) of Securities the Financial Promotion Order, or who are any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as “relevant persons”). In the United Kingdom, the Notes offered hereby are only available to, and any investment or investment activity to which this prospectus relates will be engaged in only with, relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on The Stock Exchange this prospectus or any of Hong Kong Limited) (“Professional Investors”) onlyits contents. * Note: A rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. Each of the ratings above should be evaluated independently of any other rating.

Appears in 1 contract

Samples: Underwriting Agreement (Argo Blockchain PLC)

PROHIBITION OF SALES TO UK RETAIL INVESTORS. The 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 United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) 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 European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (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 Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently no key information document 1 Legend for issuances involving one or more MiFID Firm manufacturers. 2 Legend for issuances involving one or more UK MiFIR Firm manufacturers. required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. [Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (Chapter 289) of Singapore (the “SFA”) – [To insert notice if classification of the Notes is not “prescribed capital markets products”, pursuant to Section 309B of the SFA or Excluded Investment Products]”.]3 [Date] Cathay Pacific MTN Financing (HK) Limited (the “Issuer”) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] (the “Notes”) Guaranteed by Cathay Pacific Airways Limited (the “Guarantor”) Medium Term Note Programme (the “Programme”Products]”.](3) This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated 28th August 2024 [●], 2021 [and the supplement[s] to it dated [●] [and [●]] (the “Offering Circular”). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. [The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated [original date] [and the supplement dated [date]] which are incorporated by reference in the Offering Circular dated [current date]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date], save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto.] [This Pricing Supplement is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (“Professional Investors”) only.

Appears in 1 contract

Samples: Announcement and Listing Document Disclaimer

AutoNDA by SimpleDocs

PROHIBITION OF SALES TO UK RETAIL INVESTORS. The Unless the Final Terms in respect of any Notes are specifies "Prohibition of Sales to UK Retail Investors" as "Not Applicable", each Dealer represents, warrants and agrees, and each further Dealer appointed under the Programme will be required to represent, warrant and agree, that it has not intended to be offered, sold or otherwise made available to and should will not be offeredoffer, sold sell or otherwise made make available any Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms in relation thereto to any retail investor in the United Kingdom (the “UK”). For these purposes, a the purposes of this provision: (a) the expression "retail investor investor" means a person who is one (or more) of: of the following: (i) a retail client as defined in point (8) of Article 2 of Regulation (EU) No No. 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “"EUWA”)") ; or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 Xxx 0000, as amended (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 client, as defined in point (8) of Article 2(1) of Regulation (EU) No No. 600/2014 as it forms part of domestic law by virtue of the EUWA; or or (iii) not a qualified investor as defined under Article 2 of the UK Prospectus Regulation; and (b) the expression an "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes. If the Final Terms in respect of any Notes specifies "Prohibition of Sales to UK Retail Investors" as "Not Applicable", each Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not made and will not make an offer of Notes which are the subject of the offering contemplated by this Base Prospectus as completed by the Final Terms (or are the subject of the offering contemplated by a Drawdown Prospectus) in relation thereto to the public in the United Kingdom, except that it may make an offer of such Notes to the public in the United Kingdom: (a) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA Regulation; (as amended, the “UK PRIIPs Regulation”b) for offering at any time to fewer than 150 natural or selling the Notes or otherwise making them available to retail legal persons (other than qualified investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. [Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (the “SFA”) – [To insert notice if classification of the Notes is not “prescribed capital markets products”, pursuant to Section 309B of the SFA or Excluded Investment Products]”.]3 [Date] Cathay Pacific MTN Financing (HK) Limited (the “Issuer”) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] (the “Notes”) Guaranteed by Cathay Pacific Airways Limited (the “Guarantor”) Medium Term Note Programme (the “Programme”) This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated 28th August 2024 (the “Offering Circular”). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. [The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated [original date] [and the supplement dated [date]] which are incorporated by reference in the Offering Circular dated [current date]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date], save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto.] [This Pricing Supplement is for distribution to professional investors (as defined in Chapter 37 Article 2 of the Rules Governing UK Prospectus Regulation), subject to obtaining the Listing prior consent of Securities on The Stock Exchange the relevant Dealer or Dealers nominated by the Issuer for any such offer; or (c) at any time in any other circumstances falling within section 86 of Hong Kong Limitedthe FSMA, provided that no such offer of Notes referred to in (a) to (“Professional Investors”c) onlyabove shall require the Issuer or any Dealer to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation.

Appears in 1 contract

Samples: Dealer Agreement

PROHIBITION OF SALES TO UK RETAIL INVESTORS. The Unless the Final Terms in respect of any Notes are or Covered Bonds specifies "Prohibition of Sales to UK Retail Investors" as "Not Applicable", each Dealer represents and agrees, that it has not intended to be offered, sold or otherwise made available to and should will not be offeredoffer, sold sell or otherwise made make available any Notes or Covered Bonds which are the subject of the offering contemplated by the Base Prospectus as completed by the Final Terms in relation thereto to any retail investor in the United Kingdom (the “UK”)Kingdom. For these purposes, a the purposes of this provision: (a) the expression retail investor means a person who is one (or more) of: of the following: (i) a retail client 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 European Union (Withdrawal) Act 2018 (the “EUWA); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the “FSMA”) 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 client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or or (iii) not a qualified investor as defined in Article 2 of the UK Prospectus Regulation; and (b) the expression an offer includes the communication in any form and by any means of sufficient information on the terms of the offer and the Notes or Covered Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the Notes or Covered Bonds. If the Final Terms in respect of any Notes or Covered Bonds specifies "Prohibition of Sales to UK Retail Investors" as "Not Applicable", each Dealer represents and agrees, that it has not made and will not make an offer of Notes or Covered Bonds which are the subject of the offering contemplated by the Base Prospectus as completed by the Final Terms in relation thereto to the public in the United Kingdom except that it may make an offer of such Notes or Covered Bonds to the public in the United Kingdom: (a) at any time to any legal entity which is a qualified investor as defined in Article 2 of the UK Prospectus Regulation; (b) at any time to fewer than 150 natural or legal persons (other than qualified investors as defined in Article 2 of the UK Prospectus Regulation) in the United Kingdom subject to obtaining the prior consent of the relevant Dealer or Dealers nominated by the Issuer for any such offer; or (c) at any time in any other circumstances falling within section 86 of the FSMA, provided that no such offer of Notes or Covered Bonds referred to in (a) to (c) above shall require the Issuer or any Dealer to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation. For the purposes of this provision, the expression an offer of Notes or Covered Bonds to the public in relation to any Notes or Covered Bonds means the communication in any form and by any means of sufficient information on the terms of the offer and the Notes or Covered Bonds to be offered so as to enable an investor to decide to purchase or subscribe for the Notes or Covered Bonds and the expression UK Prospectus Regulation means Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. [Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (the “SFA”) – [To insert notice if classification of the Notes is not “prescribed capital markets products”, pursuant to Section 309B of the SFA or Excluded Investment Products]”.]3 [Date] Cathay Pacific MTN Financing (HK) Limited (the “Issuer”) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] (the “Notes”) Guaranteed by Cathay Pacific Airways Limited (the “Guarantor”) Medium Term Note Programme (the “Programme”) This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated 28th August 2024 (the “Offering Circular”). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. [The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated [original date] [and the supplement dated [date]] which are incorporated by reference in the Offering Circular dated [current date]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date], save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto.] [This Pricing Supplement is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (“Professional Investors”) only.

Appears in 1 contract

Samples: Programme Agreement

PROHIBITION OF SALES TO UK RETAIL INVESTORS. The 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 United Kingdom (the “UK”). For these purposes, a retail investor means a person who is one (or more) of: (i) 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 European Union (Withdrawal) Act 2018 (the “EUWA”); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (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 Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of the EUWA. Consequently no key information document 1 Legend for issuances involving one or more MiFID Firm manufacturers. 2 Legend for issuances involving one or more UK MiFIR Firm manufacturers. required by the PRIIPs Regulation as it forms part of domestic law by virtue of the EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. [Notification under Section 309B(1)(c) of the Securities and Futures Act 2001 (2020 Revised Edition) of Singapore (the “SFA”) – [To insert notice if classification of the Notes is not “prescribed capital markets products”, pursuant to Section 309B of the SFA or Excluded Investment Products]”.]3 [Date] Cathay Pacific MTN Financing (HK) Limited (the “Issuer”) Issue of [Aggregate Nominal Amount of Tranche] [Title of Notes] (the “Notes”) Guaranteed by Cathay Pacific Airways Limited (the “Guarantor”) Medium Term Note Programme (the “Programme”Products]”.](3) This document constitutes the Pricing Supplement relating to the issue of Notes described herein. Terms used herein shall be deemed to be defined as such for the purposes of the conditions set forth in the Offering Circular dated 28th August 2024 26th May, 2022 [and the supplement[s] to it dated [●] [and [●]] (the “Offering Circular”). This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with such Offering Circular. [The following alternative language applies if the first tranche of an issue which is being increased was issued under an Offering Circular with an earlier date. Terms used herein shall be deemed to be defined as such for the purposes of the Conditions (the “Conditions”) set forth in the Offering Circular dated [original date] [and the supplement dated [date]] which are incorporated by reference in the Offering Circular dated [current date]. This Pricing Supplement contains the final terms of the Notes and must be read in conjunction with the Offering Circular dated [current date], save in respect of the Conditions which are extracted from the Offering Circular dated [original date] and are attached hereto.] [This Pricing Supplement is for distribution to professional investors (as defined in Chapter 37 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) (“Professional Investors”) only.

Appears in 1 contract

Samples: Announcement and Listing Document

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!