2017-1 Covered Bond Consent Solicitation


Consent Solicitation

Site terms and conditions

Please read this notice carefully – it sets out terms and conditions that govern your access to, and use of this Website, it applies to all persons who view this Website. Please note that the disclaimer set out below may be altered or updated. You should read it in full each time you visit the Website.

THESE MATERIALS WERE NOT AND SHOULD NOT BE RELEASED, PUBLISHED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.

THIS WEBSITE (THE “WEBSITE”) IS AN OFFICIAL WEBSITE OF TSB BANK PLC. (”TSB”, “we” or “us”) PLEASE READ THE TERMS AND CONDITIONS SET OUT BELOW (”THE TERMS”) CAREFULLY. IF YOU ACCESS THIS SECTION OF THE WEBSITE OR ANY OF THE INFORMATION IT CONTAINS, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU DO NOT AGREE TO THE TERMS, DO NOT ACCESS THIS SITE OR ANY OF ITS INFORMATION.

These Terms are intended for the benefit of TSB and may be enforced by TSB or any of TSB’s affiliates on behalf of TSB. You agree to notify TSB immediately if you become aware of any unauthorised use of the Website. The user will not engage in any activities related to the Website that are contrary to applicable law or regulation or the terms of any agreements between the user and TSB.

Restrictions and Prohibitions

Materials have been placed on the Website by TSB for informational purposes only. The Website does not create any legally binding obligations or representation on the part of TSB. Access to and use of the Website is conditional upon agreement to and compliance with these Terms. The information contained on the Website does not constitute an invitation or recommendation to invest or a public offer of securities referred to on the Website (the “Securities”) under any applicable legislation or an offer to sell or solicitation or an offer to buy any securities or other financial instruments or any advice or recommendation with respect to such Securities or other financial instruments. In particular, nothing in the Website constitutes an offer of securities for sale or the solicitation of an offer to buy securities in the United States or any other jurisdiction where it is unlawful to do so. The Securities have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state of the United States or other jurisdiction and the Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. The distribution materials on this site may be restricted by local law or regulation in certain jurisdictions other than the United Kingdom, and failure to comply with such restrictions may constitute a violation of the laws of any such other jurisdiction. This information is not intended for distribution to, or use by, any person or entity in any such jurisdiction or country where such distribution or use would be contrary to local law or regulation. Persons accessing the following web pages are required to inform themselves about and observe such restrictions and by accessing these pages represent that they are a person into whose possession the materials can be lawfully delivered to, in accordance with the laws of the jurisdiction in which they are located and that they have not made and will not make any offer of the Securities other than in accordance with applicable law and regulation.

The materials and information on the Website are intended to be distributed only to, and are directed only at, a person(s) (”Permitted Recipients”) who is:

1. not a U.S. person (within the meaning of Regulation S under the Securities Act) or not acting for the account or benefit of a U.S. person and not located in the United States, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or the District of Columbia;

2. in the United Kingdom (“UK”) and who (i) is an “investment professional” as defined in Article 19 of the Financial and Services Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Order; and to whom the materials and information on this Website may be lawfully communicated;

3. a person in any Member State of the European Economic Area or the United Kingdom who is not a Retail Investor. For these purposes a Retail Investor means a person who is one (or more) of: (i) a retail client (as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, MiFID II); or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in Point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation); or

4. any other person to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction.

The Website and the materials on the Website are not directed at and must not be acted on or relied on by Retail Investors in the EEA or the UK, Consequently, no key information document (KID) required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) for offering or selling Securities or otherwise making them available to Retail Investors in the EEA or the UK has been or will be prepared by TSB or any of its subsidiaries or affiliates, and therefore offering or selling Securities or otherwise making them available to any Retail Investor in the EEA or the UK may be unlawful under the PRIIPs Regulation.

The materials and information on the Website must not be acted on or relied on by, nor are the Securities described herein available, to any other persons. By accessing the Website, you shall be deemed to have confirmed and represented to us that you are a Permitted Recipient.

MiFID II product governance: Solely for the purposes of each manufacturer’s product approval process and unless otherwise specified in relation to any series of securities, the target market for the Securities is eligible counterparties and professional clients only, each as defined in MiFID II and all channels for distribution of Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending Securities (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 such Securities (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

Participation in Consent Solicitation

In order to participate in the Consent Solicitation (as defined in the Consent Solicitation Memorandum), you must be (1) a person other than a U.S. person (as defined in Regulations S under the Under the United Securities Act, as amended); (2) located and resident outside the United States; and (3) otherwise a person to whom the Consent Solicitation can be lawfully made. By clicking ‘I accept’ and entering the Website, you confirm that:

1. you are a holder or a beneficial owner of the 2017-1 Covered Bonds;

2. you are not a U.S. person (as defined in Regulation S under the Securities Act) and are not acting for the account or benefit of any U.S. person, and that you are not located or resident in the United States;

3. you are otherwise not a person to or from whom it is unlawful to send the Consent Solicitation Memorandum or to solicit consents under the Consent Solicitation described in the Consent Solicitation Memorandum under applicable laws and regulations;

4. you shall not pass on the Consent Solicitation Memorandum to any third party or otherwise make the Consent Solicitation Memorandum publicly available;

5. you consent to the delivery of the Consent Solicitation Memorandum and other related documents to you by electronic transmission;

6. you are, and any beneficial owner of the 2017-1 Covered Bonds you represent or are acting for the account or benefit of, in each case on a non-discretionary basis, is an eligible counterparty or a professional client (each as defined in MiFID II) in respect of the 2017-1 Covered Bonds;

7. you are not a Sanctions Restricted Person (as defined in the Consent Solicitation Memorandum); and

8. you have understood and agreed to the terms of participation in the Consent Solicitation and the foregoing confirmations.

Accuracy of Information

The materials included on this Website are historical in nature and only current as of the date of such materials. Whilst TSB has taken all reasonable steps to ensure that all documents (including any prospectuses) and all other information contained on the Website are accurate as of the date stated, it does not give any warranties, undertakings or representations that any documents or any other information contained on the Website are accurate, current or complete. Neither TSB nor any other party has any duty to maintain or update any such materials on the Website. Any person accessing the Website should therefore be aware that the information contained in any document (including any prospectuses or documents incorporated by reference into any prospectuses) or otherwise on the Website may be out of date and that TSB may remove or make changes to the materials available on the Website at any time and that TSB or its suppliers may discontinue the Website at any time. Certain materials placed on this site may contain legends, limitations, qualifications or other restrictions relating to the nature or use of such materials. Any such legends, limitations, qualifications or restrictions continue to apply notwithstanding that the materials have been placed on the Website.

Prospective investors must remember that past results are no indication of future performance. TSB does not act as an adviser, or owe any fiduciary duty, to any person accessing the Website. Neither TSB nor any of its affiliates, agents or representatives makes any representation regarding the possible legal, regulatory, accounting or tax consequences of an investment in the securities described on the Website. Any person accessing the Website should make its own independent evaluation of the transactions described, the risks involved, and the relevance and adequacy of the information in the materials contained on the Website and should make such other investigations as it deems necessary. Investors should also consult their own legal, tax, and other advisers, before making any investment decision, including, without limitation, on the suitability of investing in the securities in light of their particular circumstances. The information on the Website is not tailored for any particular investor and does not constitute individual investment advice. Any person accessing information on the Website should also be aware that such information may contain additional disclaimers or limitations on liability. No information made available on the Website purports to be nor constitutes financial, investment, tax, accounting or legal advice or recommendation. Nor should any such information be considered a recommendation of securities by TSB in any way.

Information on the Website sourced from third parties (Third Party Materials), including (without limitation) offering circulars, prospectuses, listing particulars, pricing supplements reports, agreements, summaries, models, commentary and other materials, has been obtained from sources believed to be reliable, but TSB does not warrant its completeness or accuracy. TSB has no obligations in respect of Third Party Materials (including as to verifying or correcting Third Party Materials or publishing materials relating to Third Party Materials). Any disclosure of Third Party Materials on this Website, does not imply any endorsement by TSB for the opinions, ideas, products, information or services offered therein regarding the content of any Third Party Materials.

The information contained in the Website has been converted from the format from which the original version of such information was printed. Reasonable care has been exercised to provide accurate information but there can be no assurance that this information is free from error. TSB and third party data providers are not responsible for any errors in or omissions from the information contained in or accessed through the Website (including all information, tools and materials contained on the Website).

By accessing the Website, you acknowledge and agree that neither TSB, nor any person who controls it, nor any affiliate, director, officer, employee or agent of it, nor any affiliate of any such person, has or accepts any liability arising out of or in connection with the use of any information set forth on the Website. TSB will under no circumstances be liable to you or 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 TSB has been advised of the possibility of such damages.

TSB will have no tort, contract or any other liability to the user or any third party arising in connection with the use of the Website, or reliance on any information or services provided at this Website. Nothing herein shall limit or exclude liability of TSB:

(a) for personal injury arising from negligence;

(b) for fraud, gross negligence or wilful default; or

(c) that may not be limited or excluded under applicable law and regulation.

The parties agree that the limitations and exclusions set out herein are reasonable having regard to all the relevant circumstances and the levels of risk associated with each party’s obligations under these Terms.

No person may enforce any terms and conditions of these Terms under the Contracts (Rights of Third Parties) Act 1999. Notwithstanding any other term of these Terms, the consent of any third party is not required for any variation or termination of these Terms.

TSB may have its own interests in relation to the issuers or any affiliates of the issuers of any Securities or transactions mentioned on the Website. If any provision of these Terms is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then (i) that shall not affect the other provisions of these Terms which shall remain in full force and effect; and (ii) if that provision would be valid or enforceable if part of that provision were deleted, then that provision shall apply with such modification(s) as may be necessary to make it valid and enforceable.

Governing law

These Terms and any non-contractual obligations arising out of or in connection with them 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 of access or any non-contractual obligations arising out of or in connection with these Terms.

Any acknowledgment, agreement or other type of click through button on the Website that is selected to evidence agreement or an acknowledgement shall have the same force and validity as a paper copy of an agreement that has been manually signed and delivered.

By clicking "I accept" below, you are certifying that you have read, understood and agreed to the information provided above including, without limitation, the terms of participation in the Consent Solicitation. If you are not a Permitted Recipient or otherwise not permitted to view materials on this or subsequent webpage(s) or not able to give the confirmations contained in these terms and conditions or are in any doubt as to whether you are permitted to view these materials, please exit this webpage or click "I decline" below.