BEFORE ENTERING THIS WEBSITE, PLEASE READ CAREFULLY THE FOLLOWING IMPORTANT TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO, AND USE OF, THIS WEBSITE AND ACKNOWLEDGE YOUR AGREEMENT OF THEM.
1. Access to and use of the Website
1.1 By clicking "I agree" on the link below, you represent and warrant that you accept (and are authorised to accept) these terms and conditions (the "Terms and Conditions") on your own behalf and on behalf of the institution which you represent (the "Institution") and by which you are engaged in relation to the contents of this website (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, "Novo Banco" means Novo Banco S.A. and its associated undertakings from time to time.
You acknowledge that any information contained on the Website (the "Information"), including, but not limited to, the Tender Offer Memorandum (the "Tender Offer Memorandum") pursuant to which Novo Banco has made offers (the "Offers") to holders of the Notes ("Noteholders") of the outstanding U.S.$200,000,000 3 per cent. Notes due 21 June 2022 (ISIN: XS0794405588/Common Code: 079440558) originally issued by Banco Espírito Santo, S.A. acting through its Luxembourg branch (and subsequently transferred to Novo Banco S.A. acting through its Luxembourg branch pursuant to the resolution measured applied to Banco Espírito Santo, S.A. by the Bank of Portugal on 3 August 2014 (the "Resolution Measure") and the €200,000,000 5 per cent. Notes due 4 April 2019 (ISIN: XS0760009729/Common Code: 076000972), the €750,000,000 5 per cent. Notes due 23 April 2019 (ISIN: XS0772553037/Common Code: 077255303), the €450,000,000 5 per cent. Notes due 14 May 2019 (ISIN: XS0782021140/Common Code: 078202114), the €450,000,000 5 per cent. Notes due 21 May 2019 (ISIN: XS0782220007/Common Code: 078222000), the €450,000,000 5 per cent. Notes due 23 May 2019 (ISIN: XS0782220189/Common Code: 078222018), the €225,000,000 5 per cent. Notes due 24 February 2022 (ISIN: XS0747759180/Common Code: 074775918) and the €300,000,000 5 per cent. Notes due 15 March 2022 (ISIN: XS0754592979/Common Code: 075459297) originally issued by Banco Espírito Santo, S.A. acting through its London branch (and subsequently transferred to Novo Banco S.A. acting through its London branch pursuant to the Resolution Measure) (the "Notes") to tender their Notes for purchase by Novo Banco for cash, may be used by you solely for the purpose of evaluating the Offers.
You are restricted from accessing or using the Information for any other purpose. You agree to notify Novo Banco immediately if you become aware of any unauthorised use of the Website.
1.2 The Offers are not a public offer to acquire securities (oferta pública de aquisição) subject to Portuguese law or to the supervision of the Portuguese Securities Market Commission (Comissão do Mercado de Valores Mobiliários). Accordingly, the Tender Offer Memorandum is not subject to approval by the Portuguese Securities Market Commission (CMVM). The Offers are also not subject to the supervision of the Luxembourg Commission de Surveillance du Secteur Financier (CSSF).
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, including, without limitation, in connection with any trading of any securities described or referred to in such Information. No Information is, or is to be construed as an offer of or invitation to subscribe for, underwrite or purchase securities in any jurisdiction in which such offer or invitation is or may be prohibited, restricted or subject to any requirement for filing, authorisation, license or consent.
1.4 By accessing the Website, you confirm that:
i. you are a Noteholder or a beneficial owner of Notes;
ii. you are not located or resident in the United Kingdom or, if you are located or resident in the United Kingdom, (i) you are a person falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order"), a person falling within Article 49 of the Financial Promotion Order ("high net worth companies, unincorporated associations etc."), a person who is a member or creditor of Novo Banco or one of its group companies where the communication would be an exempt communication under Article 43 of the Financial Promotion Order or a person to whom the Information may otherwise lawfully be communicated in accordance with the Financial Promotion Order, and (ii) if you were a client of Novo Banco, you would be eligible to be categorised (pursuant to the rules of the Financial Conduct Authority) as a professional client or an eligible counterparty, and not a retail client;
iii. you are not a U.S. person and either (a) (i) you are the beneficial owner of the Notes being tendered in the relevant Offer and (ii) you are located and resident outside the United States and you are participating in such Offer from outside the United States as defined in Regulation S of the Securities Act or (b) (i) you are acting on behalf of the beneficial owner of the Notes being tendered in the relevant Offer on a non discretionary basis and have been duly authorised to so act and (ii) such beneficial owner has confirmed to you that it is located and resident outside the United States and it is participating in such Offer from outside the United States;
iv. you are not accessing the Website from a location in the United States;
v. you are not located or resident in Belgium or, if you are located or resident in Belgium, (i) you are a qualified investor, within the meaning of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets acting on your own account or (ii) any circumstances set out in Article 6 §4 of the Belgian Law of 1 April 2007 on public takeover bids apply;
vi. you are not located or resident in Italy or, if you are located in Italy, (i) you are a "qualified investor" (investitore qualificato) as defined pursuant to and within the meaning of Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended, and article 34-ter, paragraph 1, letter b) of CONSOB Regulation No. 11971 of 14 May 1999, as amended, or (ii) you tender Notes for purchase through an authorised person (such as an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Legislative Decree No. 58 of 24 February 1998, as amended, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority;
vii. you are not located or resident in France or, if you are located or resident in France, you are a (i) provider of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investor (investisseur qualifié), acting for its own account (all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier);
viii. you are not resident nor do you have an establishment in the Republic of Portugal or, if you are resident or have an establishment in the Republic of Portugal, you are satisfied that the Offers are not subject to Portuguese law and you are an investor to whom the Information may lawfully be communicated, taking into account that no document, circular, advertisement, announcement or any other offering material in relation to the Offers has been or is expected to be registered or filed with or approved by any regulatory authority;
ix. you are not a person to whom it is unlawful to make an invitation pursuant to the Offers under applicable securities laws;
x. you are not an individual or entity (a "Person"):
A. that is, or is owned or controlled by a Person that is, described or designated in (i) the most current "Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (ii) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: http://eeas.europa.eu/cfsp/sanctions/consol-list/index_en.htm) you are not a person to whom the communication of the Information is otherwise restricted; or
B. that is otherwise the subject of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (i) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: https://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx) (the "SSI List"), (ii) Annexes III, IV, V and VI of Council Regulation No.833/2014, as amended by Council Regulation No.960/2014 (the "EU Annexes"), or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes; and
xi. 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.
1.5 NEITHER THE WEBSITE NOR THE INFORMATION CONTAINS OR CONSTITUTES AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION. SECURITIES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES ABSENT REGISTRATION UNDER, OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES REFERRED TO ON THE WEBSITE AND IN THE INFORMATION HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND THE SECURITIES REFERRED TO ON THE WEBSITE AND IN THE INFORMATION MAY NOT BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, 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).
1.6 NEITHER THE WEBSITE NOR THE INFORMATION MAY BE DOWNLOADED, FORWARDED OR DISTRIBUTED, IN WHOLE OR IN PART, TO ANY OTHER PERSON AND NEITHER THE WEBSITE NOR THE INFORMATION MAY BE REPRODUCED IN ANY MANNER WHATSOEVER. THE WEBSITE AND THE INFORMATION MAY ONLY BE ACCESSED OUTSIDE THE UNITED STATES AND BY PERSONS FOR WHOM IT IS LAWFUL TO ACCESS THE WEBSITE AND THE INFORMATION AND, IN PARTICULAR, NEITHER THE WEBSITE NOR THE INFORMATION MAY BE FORWARDED TO ANY U.S. ADDRESS. ANY DOWNLOADING, FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE WEBSITE OR THE INFORMATION, IN WHOLE OR IN PART, IS UNAUTHORISED. FAILURE TO COMPLY WITH THESE TERMS AND CONDITIONS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS AND REGULATIONS.
2. Acknowledgements and disclaimers
In addition to the matters set out above, you acknowledge and agree to the following:
2.1 No duty to update or correct Information: Certain information may be historical in nature and, in general, the Information is only current as of its applicable or stated date. There shall be no obligation on Novo Banco to update any such information.
2.2 Information may change: Further information may be added to the Website and/or changes may be made to the Information at any time. In general, the Information should be read and construed as a whole as updated from time to time.
2.3 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 recommendations.
2.4 Third party information and opinions: Any information, representation or warranty on the Website prepared by or sourced from a party other than Novo Banco (including, without limitation, any links to other websites) does not imply any endorsement or responsibility by Novo Banco for the information therein, or any representation regarding any such information.
3. Limitation of liability and remedies
3.1 Novo Banco 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, Novo Banco has no duty or obligation to you in respect of such Information (including as to verifying or correcting any Information).
3.2 Novo Banco 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 Novo Banco has been advised of the possibility of such damages.
4. Rights of third parties
4.1 No person may enforce any of the terms of the Terms and Conditions under the Contract (Rights of Third Parties) Act 1999.
4.2 The Terms and Conditions may be varied or terminated by Novo Banco 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 Novo Banco.
5. Governing law and jurisdiction
5.1 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.
5.2 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.
Click "I agree" below if you acknowledge and agree to the Terms and Conditions and agree to proceed on the basis of the Terms and Conditions.
Click "I decline" below if you do not acknowledge and agree to the Terms and Conditions and do not agree to proceed on the basis of the Terms and Conditions.