1.1 By clicking "I agree to the terms and conditions of use" in this box, you represent and warrant that you accept (and are authorised to accept) these terms and conditions (the "Terms and Conditions") on behalf of yourself and on behalf of any institution by which you are engaged (the "Institution") in relation to the contents of this website, including any links to external websites containing data about OSB GROUP PLC (the "Website") to which you will have access without modification. References to the words you or your refer to both you and the Institution. If you do not agree to be bound by the Terms and Conditions in their entirety, please click the "I decline" button below and you will not be permitted to access the Website. For the purposes of the Terms and Conditions, "OSB" means OSB GROUP PLC and its subsidiaries and associated undertakings from time to time.
1.2 You acknowledge that any information contained on the Website (the "Information") may be used by you solely for the purpose of evaluating, and/or monitoring the performance of, certain investment or research related matters in respect of certain securities of OSB referred to in the Information (the "Securities") issued by OSB (the "Permitted Purpose"). You are restricted from accessing or using the Information for any other purpose. You agree to notify OSB immediately if you become aware of any unauthorised use of the Website.
1.3 The Information is not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation (securities or otherwise) and is provided on the basis of your acceptance of the Terms and Conditions. You may not use the Information in a manner that may violate any securities laws. No Information is, or is to be construed as an offer of or invitation to subscribe for, underwrite or purchase securities in any jurisdiction in which such offer or invitation is or may be prohibited, restricted or subject to any requirement for filing, authorisation, license or consent.
1.4 By accessing the Website, you confirm that (a) you are outside the United States and are not a U.S. person, as defined in Regulation S under the United States Securities Act of 1933, as amended, nor acting on behalf of a U.S. person; (b) you are not located in the United States of America, its territories and its possessions; (c) if you are a person in the United Kingdom, then you are a person who (i) is an investment professional within the meaning of Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (the "Order"), (ii) is a high net worth entity falling within Article 49(2)(a) to (d) of the Order or (iii) is any other person to whom it may otherwise lawfully be communicated or caused to be communicated; and (d) you are not a person to whom the communication of the Information is otherwise restricted.
1.5 Nothing on the Website constitutes an offer to sell or the solicitation of an offer or invitation to buy the Securities. The Securities have not been, and will not be, registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States. The Securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons unless they are registered under the Securities Act or an exemption from the registration requirements of the Securities Act is available. The Information may not be forwarded or distributed other than as provided below and may not be reproduced in any manner whatsoever. The Information may only be distributed outside the United States to persons that are not U.S. persons, as defined in Regulation S under the Securities Act. Any forwarding, distribution or reproduction of the Information in whole or in part is unauthorised. Failure to comply with this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions.
1.6 You confirm that you will comply with all applicable laws and obligations in force in any jurisdiction which is applicable to you, at any time in relation to the Information and you will obtain any consent, approval or permission required for such purposes under such laws or regulations. By accessing the Website, you confirm that the Information may be lawfully accessed by you in accordance with the laws and regulations of the applicable jurisdictions.
1.7 You acknowledge that nothing in the Terms and Conditions conveys any interest of a proprietary nature in the Information to you.
2.1 The Securities are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities to retail investors. These include the following:
2.1.1 FCA CoCo restriction: In June 2015 the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from 1 October 2015 (the "PI Instrument"). Under the rules set out in the PI Instrument (as amended or replaced from time to time, the "PI Rules"):
(a) certain contingent write-down or convertible securities (including any beneficial interests therein), such as the Securities, must not be sold to retail clients in the European Economic Area (the "EEA");
(b) there must not be any communication or approval of an invitation or inducement to participate in, acquire or underwrite such securities (or the beneficial interest in such securities) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the EEA (in each case, within the meaning of the PI Rules), other than in accordance with the limited exemptions set out in the PI Rules.
2.1.2 EU PRIIPs Regulation: The Securities are not intended to be, and should not be, offered, sold or otherwise made available to any retail investor in the EEA. 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 (EU) 2016/97 (as amended or superseded, the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the EU Prospectus Regulation. Consequently, no key information document required by Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance based investment products (as amended, the “EU PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation
2.1.3 UK PRIIPs Regulation: The Securities are not intended to be, and should not be, offered, sold or otherwise made available to any retail investor in the UK. No key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (the “UK PRIIPs Regulation has been prepared for Securities, and making Securities available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
2.1.4 EU MiFID II product governance: Solely for the purposes of the European Union ("EU) manufacturer product approval process, 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 the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the 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 the Securities (by either adopting or refining the manufacturer target market assessment) and determining appropriate distribution channels.
2.1.5 UK MiFIR product governance: Solely for the purposes of the UK manufacturer product approval process, the target market for the Securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (“COBS”), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA (“UK MiFIR”) and all channels for distribution of the Securities to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Securities (a “distributor”) should take into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the target market assessment) and determining appropriate distribution channels.
2.2 The PI Instrument, COBS, UK MiFIR, the UK PRIIPs Regulation, MiFID II and the EU PRIIPs Regulation are, together, referred to herein as the “Regulations”). Persons accessing this website must ensure that they familiarise themselves with, understand and comply with all applicable requirements set out in the Regulations. By accessing this website, you represent, warrant, agree with, and undertake to OSB, that:
2.2.1 you are not a retail investor or acting on behalf of a retail investor;
2.2.2 whether or not you are subject to the Regulations, you will not take any action in respect of the Securities which would result in a violation of the Regulations by any person; and
2.2.3 you will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the Securities (or any beneficial interests therein), including (without limitation) any such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the Securities (or any beneficial interests therein) by investors in any relevant jurisdiction.
2.3 Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any Securities (or any beneficial interests therein) from OSB and/or any third party acting on its behalf, the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its underlying client.
By accessing the Website, you acknowledge and agree to the following:
(a) No duty to update or correct Information. Certain Information may be historical in nature and, in general, Information is only current as of its applicable or stated date. There shall be no obligation on OSB to update any such Information.
(b) No advice given. The Website (including any Information) does not provide, or purport to provide, any financial, investment, tax, accounting, regulatory or legal advice or recommendation.
(c) Third party information and opinions. Any information, representation or warranty on the Website prepared by or sourced from a party other than OSB (including, without limitation, any links to other websites) does not imply any endorsement or responsibility by OSB for the information therein, or any representation regarding any such information.
4.1 OSB does not accept any liability or responsibility for, and makes no representations or warranties in relation to, the adequacy, accuracy or completeness of the Information or for your use of any such Information. In addition, OSB has no duty or obligation to you in respect of such Information (including as to verifying or correcting any Information).
4.2 OSB will not under any circumstances be liable to you or to any third party, regardless of the form of action, for any lost profits or lost opportunity, or any indirect, special, consequential, incidental or punitive damages whatsoever, even if OSB has been advised of the possibility of such damages.
5.1 No person may enforce any of the terms of the Terms and Conditions under the Contract (Rights of Third Parties) Act 1999, except that the respective subsidiaries (as such term is defined in the Companies Act 2006) of OSB shall have the benefit thereof and shall be entitled to enforce them.
5.2 The Terms and Conditions may be varied or terminated by OSB only. Notwithstanding any other term of the Terms and Conditions, the consent of any third party is not required for any variation or termination of the Terms and Conditions by OSB.
6.1 The Terms and Conditions and any non-contractual obligations arising out of or in connection with the Terms and Conditions will be governed by, and construed in accordance with, the laws of England and Wales.
6.2 The English courts will have jurisdiction to settle any disputes which may arise in connection with the Terms and Conditions or any non-contractual obligations arising out of or in connection with the Terms and Conditions.