TERMS AND CONDITIONS OF THE PUBLIC OFFER. The Central Bank of Ireland has provided the competent authorities in each of [Austria, Belgium, Germany, Italy, Luxembourg, the Netherlands, Spain and the United Kingdom [delete irrelevant ones/specify others]] (together with Ireland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 12 September 2014 has been drawn up in accordance with the provisions of the Prospectus Directive and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers authorised directly or indirectly by the Issuer or any of the Managers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer Period (as defined below). Investors (as defined on page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined on page 5 of the Prospectus) should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be notified by that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.] (i) Offer Period: From the date of, and following, publication of these Final Terms being [ ] to [ ].
Appears in 1 contract
TERMS AND CONDITIONS OF THE PUBLIC OFFER. The Central Bank of Ireland has provided the competent authorities in each of [Austria, Belgium, Germany, Italy, Luxembourg, the Netherlands, Norway, Spain and the United Kingdom [delete irrelevant ones/specify others]] (together with Ireland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 12 14 September 2014 2018 has been drawn up in accordance with the provisions of the Prospectus Directive and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus in each of the Public Offer Jurisdictions by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers authorised directly or indirectly by [the Issuer or or] any of the Managers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer Period (as defined below). Investors (as defined on page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined on page 5 of the Prospectus) should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be notified by that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the these Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.]
(i) Offer Period: From the date of, and following, publication of these Final Terms being [ ] to [ ].described
Appears in 1 contract
TERMS AND CONDITIONS OF THE PUBLIC OFFER. The Central Bank of Ireland has provided the competent authorities in each of [Austria, Belgium, Germany, Italy, Luxembourg, the Netherlands, Spain and the United Kingdom [delete irrelevant ones/specify others]] (together with Ireland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 12 9 September 2014 2016 has been drawn up in accordance with the provisions of the Prospectus Directive and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers authorised directly or indirectly by [the Issuer or or] any of the Managers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer Period (as defined below). Investors (as defined on page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined on page 5 of the Prospectus) should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be notified by that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.]
(i) Offer Period: From the date of, and following, publication of these Final Terms being [ ] to [ ].
Appears in 1 contract
TERMS AND CONDITIONS OF THE PUBLIC OFFER. The Central Bank of Ireland has provided the competent authorities in each of [Austria, Belgium, Germany, Italy, Luxembourg, the Netherlands, Norway, Spain and the United Kingdom [delete irrelevant ones/specify others]] (together with Ireland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 12 13 September 2014 2019 has been drawn up in accordance with the provisions of the Prospectus Directive Regulation and the Commission Delegated Regulation (ECEU) No. 809/20042019/980. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus in each of the Public Offer Jurisdictions by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers authorised directly or indirectly by [the Issuer or or] any of the Managers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public, other than pursuant to Article 3(21(4) of the Prospectus DirectiveRegulation, in the Public Offer Jurisdictions during the Offer Period (as defined below). Investors (as defined on page 5 [•] of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined on page 5 [•] of the Prospectus) should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be notified by that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus DirectiveRegulation) or otherwise in compliance with Article 3(21(4) of the Prospectus Directive Regulation in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the these Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive Regulation (or supplement a prospectus pursuant to Article 16 23 of the Prospectus DirectiveRegulation) or to take any other action in any jurisdiction other than as described above.above.][Give any details of any specific terms and conditions and agreements applicable in any of the Public Offer Jurisdictions]
(i) Offer Period: [From the date of, and following, publication of these Final Terms being [ ] to [ ].] / [give details]
Appears in 1 contract
TERMS AND CONDITIONS OF THE PUBLIC OFFER. The Central Bank of Ireland has provided the competent authorities in each of [Austria, Belgium, Germany, Italy, Luxembourg, the Netherlands, Spain and the United Kingdom [delete irrelevant ones/specify others]] (together with Ireland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 12 8 September 2014 2017 has been drawn up in accordance with the provisions of the Prospectus Directive and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers authorised directly or indirectly by [the Issuer or or] any of the Managers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer Period (as defined below). Investors (as defined on page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined on page 5 of the Prospectus) should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be notified by that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.]
(i) Offer Period: From the date of, and following, publication of these Final Terms being [ ] to [ ].
Appears in 1 contract
TERMS AND CONDITIONS OF THE PUBLIC OFFER. The Central Bank of Ireland has provided the competent authorities in each of [Austria, Belgium, Germany, Italy, Luxembourg, the Netherlands, Spain and the United Kingdom [delete irrelevant ones/specify others]] (together with Ireland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 12 14 September 2014 2012 has been drawn up in accordance with the provisions of the Prospectus Directive and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers authorised directly or indirectly by the Issuer or any of the Managers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer Period (as defined below). Investors (as defined on page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined on page 5 of the Prospectus) should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be notified by that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.]
(i) Offer Period: From the date of, and following, publication of these Final Terms being [ ] to [ ].
Appears in 1 contract
TERMS AND CONDITIONS OF THE PUBLIC OFFER. The Central Bank of Ireland has provided the competent authorities in each of [Austria, Belgium, Germany, Italy, Luxembourg, the Netherlands, Spain and the United Kingdom [delete irrelevant ones/specify others]] (together with Ireland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 12 11 September 2014 2015 has been drawn up in accordance with the provisions of the Prospectus Directive and Commission Regulation (EC) No. 809/2004. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers authorised directly or indirectly by [the Issuer or or] any of the Managers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public, other than pursuant to Article 3(2) of the Prospectus Directive, in the Public Offer Jurisdictions during the Offer Period (as defined below). Investors (as defined on page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined on page 5 of the Prospectus) should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be notified by that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus Directive) or otherwise in compliance with Article 3(2) of the Prospectus Directive in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive (or supplement a prospectus pursuant to Article 16 of the Prospectus Directive) or to take any other action in any jurisdiction other than as described above.]
(i) Offer Period: From the date of, and following, publication of these Final Terms being [ ] to [ ].
Appears in 1 contract
TERMS AND CONDITIONS OF THE PUBLIC OFFER. The Central Bank of Ireland has provided the competent authorities in each of [Austria, Belgium, Germany, Italy, Luxembourg, the Netherlands, Norway, Spain and the United Kingdom [delete irrelevant ones/specify others]] (together with Ireland, the “Public Offer Jurisdictions”) with a certificate of approval attesting that the Prospectus dated 12 18 September 2014 2020 has been drawn up in accordance with the provisions of the Prospectus Directive Regulation and the Commission Delegated Regulation (ECEU) No. 809/20042019/980. Copies of these Final Terms will be provided to the competent authorities in the Public Offer Jurisdictions. [The Issuer has agreed to allow the use of these Final Terms and the Prospectus in each of the Public Offer Jurisdictions by each of the Managers [and [specify, if applicable, names of other financial intermediaries making non-exempt offers]] and any [other] placers authorised directly or indirectly by [the Issuer or or] any of the Managers (on behalf of the Issuer) involved in the offer which acknowledges on its website (i) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (ii) that it is relying on the Issuer’s Base Prospectus and these Final Terms for such Non-exempt Offer with the consent of the Issuer and (iii) the conditions attached to that consent (the “Placers”) in connection with possible offers of the Notes to the public, other than pursuant to Article 3(21(4) of the Prospectus DirectiveRegulation, in the Public Offer Jurisdictions during the Offer Period (as defined below). Investors (as defined on page 5 of the Prospectus) intending to acquire or acquiring the Notes from any Authorised Offeror (as defined on page 5 of the Prospectus) should make appropriate enquiries as to whether that Authorised Offeror is acting in association with the Issuer. Whether or not the Authorised Offeror is described as acting in association with the Issuer, the Issuer’s only relationship is with the Managers and the Issuer has no relationship with or obligation to, nor shall it have any relationship with or obligation to, an Investor, save as may arise under any applicable law or regulation. The Issuer is only offering to and selling to the Managers pursuant to and in accordance with the terms of the Syndicate Purchase Agreement. All sales to persons other than the Managers will be made by the Managers or persons to whom they sell, and/or otherwise make arrangements with, including the Placers. The Issuer shall not be liable for any offers and/or sales of Notes to, or purchases of Notes by, Investors at any time (including during the Offer Period) (other than in respect of offers and sales to, and purchases of Notes by, the Managers and only then pursuant to the Syndicate Purchase Agreement) which are made by Managers or Placers or any other Authorised Offeror in accordance with the arrangements in place between any such Manager, Placer or other Authorised Offeror and its customers. Any person selling Notes at any time during the Offer Period may not be a financial intermediary of the Issuer; any person selling Notes at any time after the Offer Period is not a financial intermediary of the Issuer. Each of the Managers has acknowledged and agreed, and any Placer purchasing Notes from a Manager will be notified by that Manager that by accepting such Notes such Placer undertakes that for the purpose of offer(s) of the Notes (i) for the duration of the Offer Period, such Placer will publish on its website (a) that it has been duly appointed as a financial intermediary to offer the Notes during the Offer Period, (b) it is relying on the Prospectus for such offer(s) with the consent of the Issuer and (c) the conditions attached to that consent and (ii) the Issuer has passported the Prospectus into each of the Public Offer Jurisdictions and will not passport the Prospectus into any other European Economic Area Member State; accordingly, the Notes may only be publicly offered in Public Offer Jurisdictions during the Offer Period or offered to qualified investors (as defined in the Prospectus DirectiveRegulation) or otherwise in compliance with Article 3(21(4) of the Prospectus Directive Regulation in any other European Economic Area Member State pursuant to and in accordance with the Prospectus and the these Final Terms (without modification or supplement); and that all offers of Notes by it will be made only in accordance with the selling restrictions set forth in the Prospectus and the provisions of these Final Terms and in compliance with all applicable laws and regulations, provided that no such offer of Notes shall require the Issuer or any Manager to publish a prospectus pursuant to Article 3 of the Prospectus Directive Regulation (or supplement a prospectus pursuant to Article 16 23 of the Prospectus DirectiveRegulation) or to take any other action in any jurisdiction other than as described above.above.][Give any details of any specific terms and conditions and agreements applicable in any of the Public Offer Jurisdictions]
(i) Offer Period: [From the date of, and following, publication of these Final Terms being [ ] to [ ].] / [give details]
(ii) Offer Price: [The Issuer has offered and will sell the Notes to the Managers (and no one else) at the Issue Price of [ ] per cent. less a total commission [and concession] of [ ] per cent. of the Aggregate Nominal Amount of Notes. Managers and Placers will offer and sell the Notes to their customers in accordance with arrangements in place between each such Manager and its customers (including Placers) or each such Placer and its customers by reference to the Issue Price and market conditions prevailing at the time.] / [give details]
(iii) Conditions to which the offer is subject: [Offers of the Notes are conditional on their issue and are subject to such conditions as are set out in the Syndicate Purchase Agreement. As between Managers and their customers (including Placers) or between Placers and their customers, offers of the Notes are further subject to such conditions as may be agreed between them and/or as is specified in the arrangements in place between them. ] / [give details of any conditions to which Offers may be subject in any of the Public Offer Jurisdictions]
(iv) Description of the application process: [A prospective Noteholder will purchase the Notes in accordance with the arrangements in place between the relevant Manager and its customers or the relevant Placer and its customers, relating to the purchase of securities generally. Noteholders (other than Managers) will not enter into any contractual arrangements directly with the Issuer in connection with the offer or purchase of the Notes.] / [give any details of the application process in any of the Public Offer Jurisdictions]
(v) Description of possibility to reduce subscriptions and the manner for refunding amounts paid in excess by applicants: [Not Applicable] / [give details]
(vi) Details of the minimum and/or maximum amount of the application: [There are no pre-identified allotment criteria. The Managers and the Placers will adopt allotment and/or application criteria in accordance with customary market practices and applicable laws and regulations and/or as otherwise agreed between them.] / [give any details of the minimum and/or maximum amount of the application] / [Not Applicable]
(vii) Method and time limits for paying up and delivering the Notes: [The Notes will be purchased by the Managers from the Issuer on a delivery versus payment basis on the Issue Date. Prospective Noteholders will be notified by the relevant Manager or Placer of their allocations of Notes and the settlement arrangements in respect thereof.] / [give any details of method and time limits for paying up and delivering the Notes]
(viii) Manner in and date on which results of the offer are to be made public: [Not Applicable] / [give details]
(ix) Procedure for exercise of any right of pre-emption, negotiability of subscription rights and treatment of subscription rights not exercised: [Not Applicable] / [give details]
(x) Whether tranche(s) have been reserved for certain countries: [Not Applicable] / [give details]
(xi) Process for notifying applicants of the amount allotted and an indication whether dealing may begin before notification is made: [Prospective Noteholders will be notified by the relevant Manager or Placer in accordance with the arrangements in place between such Managers or Placers and its customers. Any dealings in the Notes which take place will be at the risk of prospective Noteholders.] / [give details] / [Not Applicable]
(xii) Amount of any expenses and taxes charged to the subscriber or purchaser: [Not Applicable] / [give details]
(xiii) Name(s) and address(es), to the extent known to the Issuer, of the Placers in the various countries where the offer takes place: [None known to the Issuer] / [specify] [Summary of the Notes to be inserted if applicable] [maximum length = 7 sides of A4-sized paper//maximum number of risk factors = 15]
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