Disclaimer

 

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 any 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. 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, the "Bank" and "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 Portuguese Offer Memorandum (the "Portuguese Offer Memorandum") pursuant to which the Bank has invited holders of each Series of outstanding Securities (listed below) to tender their Securities for purchase by the Bank for cash (each an "Offer" and together, the "Offers") and to approve certain modifications to the terms and conditions of the Securities (each a "Proposal" and together, the "Proposals")) may be used by you solely for the purpose of evaluating the Offers and the Proposals.


ISIN Issuer/Garantor Description of Security
XS0754592979 Novo Banco S.A., através da sucursal em Londres €200.000.000 Fixed Rate Notes due April 2019 (Series 7)
XS0772553037 Novo Banco S.A., através da sucursal em Londres €750.000.000 Fixed Rate Notes due April 2019 (Series 10)
XS0782021140 Novo Banco S.A., através da sucursal em Londres €450.000.000 Fixed Rate Notes due May 2019 (Series 12)
XS0782220007 Novo Banco S.A., através da sucursal em Londres €450.000.000 Fixed Rate Notes due May 2019 (Series 13)
XS0782220189 Novo Banco S.A., através da sucursal em Londres €450.000.000 Fixed Rate Notes due May 2019 (Series 14)
XS0712907863 NB Finance Ltd. /Novo Banco S.A., através da sucursal em Londres €76.311.000 Credit Linked Notes Portugal due 2021 (Series 113)
XS0723597398 NB Finance Ltd. /Novo Banco S.A., através da sucursal em Londres €29.841.000 Credit Linked Notes Portugal due 2021 (Series 114)
XS0747759180 Novo Banco S.A., através da sucursal em Londres €225.000.000 Fixed Rate Notes due February 2022 (Series 3)
XS0754592979 Novo Banco S.A., através da sucursal em Londres €300.000.000 Fixed Rate Notes due March 2022 (Series 6)
XS0794405588 Novo Banco S.A., através da sucursal no Luxemburgo U.S.$200.000.000 Fixed Rate Notes due June 2022 (Series 2)
XS0210172721 NB Finance Ltd. /Novo Banco S.A., através da sucursal em Londres €250.000.000 CMS Linked Notes due February 2035 (Series 40)
XS0869315241 Novo Banco S.A., através da sucursal no Luxemburgo €150.000.000 Fixed Rate Notes due January 2043 (Series 3)
XS0877741479 Novo Banco S.A., através da sucursal no Luxemburgo €150.000.000 Fixed Rate Notes due January 2043 (Series 4)
XS0888530911 Novo Banco S.A., através da sucursal no Luxemburgo €150.000.000 Fixed Rate Notes due February 2043 (Series 5)
XS0897950878 Novo Banco S.A., através da sucursal no Luxemburgo €150.000.000 Fixed Rate Notes due March 2043 (Series 6)
XS0201209755 NB Finance Ltd. /Novo Banco S.A., através da sucursal em Londres €20.000.000 Zero Coupon Callable Notes due September 2029 (Series 37)
XS0442126925 NB Finance Ltd. /Novo Banco S.A., através da sucursal em Londres €300.000.000 Zero Coupon Notes due July 2040 (Series 60)
XS0442127063 NB Finance Ltd. /Novo Banco S.A., através da sucursal em Londres €300.000.000 Zero Coupon Notes due July 2041 (Series 61)
XS0442126842 NB Finance Ltd. /Novo Banco S.A., através da sucursal em Londres €300.000.000 Zero Coupon Notes due July 2042 (Series 59)
XS0439763979 NB Finance Ltd. /Novo Banco S.A., através da sucursal em Londres €300.000.000 Zero Coupon Notes due July 2043 (Series 56)
XS0439764191 NB Finance Ltd. /Novo Banco S.A., através da sucursal em Londres €300.000.000 Zero Coupon Notes due July 2044 (Series 57)
XS0439639617 NB Finance Ltd. /Novo Banco S.A., através da sucursal em Londres €300.000.000 Zero Coupon Notes due July 2045 (Series 58)
XS1058257905 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due April 2046 (Series 20)
XS1050206603 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due March 2047 (Series 17)
XS1045114144 Novo Banco S.A., através da sucursal no Luxemburgo €300.000.000 Zero Coupon Notes due March 2048 (Series 15)
XS1053939978 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due April 2048 (Series 18)
XS0972653132 Novo Banco S.A., através da sucursal no Luxemburgo €300.000.000 Zero Coupon Notes due October 2048 (Series 7)
XS1021154064 Novo Banco S.A., através da sucursal no Luxemburgo €300.000.000 Zero Coupon Notes due January 2049 (Series 8)
XS1023731034 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due January 2049 (Series 9)
XS1028247259 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due February 2049 (Series 10)
XS1031115014 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due February 2049 (Series 11)
XS1034421419 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due February 2049 (Series 12)
XS1048510611 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due March 2050 (Series 16)
XS1038896426 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due February 2051 (Series 13)
XS1042343308 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due March 2051 (Series 14)
XS1055501974 Novo Banco S.A., através da sucursal no Luxemburgo €400.000.000 Zero Coupon Notes due April 2052 (Series 19)

 

 

You are restricted from accessing or using the Information for any other purpose. You agree to notify the Bank immediately if you become aware of any unauthorised use of the Website.

1.2 The Portuguese Offer Memorandum is not subject to approval by the Portuguese Securities Market Commission (CMVM). The Offers and the Proposals 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:

1.4.1 you are a holder or a beneficial owner of Securities;

1.4.2 you are a person to whom it is lawful to make an invitation pursuant to the relevant Offers and to make the Proposals under applicable laws, including the offer and distribution restrictions set out in the Portuguese Offer Memorandum (and to send the Portuguese Offer Memorandum);

1.4.3 you are not a person or entity (a "Person"):

(i) 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: https://data.europa.eu/euodp/en/data/dataset/consolidated-list-of-persons-groups-and-entities-subject-to-eu-financial-sanctions); or

(ii) that is otherwise the subject of any sanctions administered or enforced by the United States government, the United Nations, the European Union (or any of its member states including, without limitation, the United Kingdom), any other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions or the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury (each a "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 3, 4, 5 and 6 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;

1.4.4 you shall not distribute or forward the Portuguese Offer Memorandum to third parties or otherwise make the Portuguese Offer Memorandum publicly available;

1.4.5 you consent to delivery of the Portuguese Offer Memorandum by electronic transmission to you; and

1.4.6 you are not located or resident in Italy or, if you are located in Italy, you are an authorised person or are tendering Securities 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;

1.4.7 you are not located and/or resident in the United Kingdom or, if you are located or resident in the United Kingdom, you are a person falling within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Financial Promotion Order"), or a person to whom the Portuguese Offer Memorandum and any other documents or materials relating to the relevant Offer may otherwise lawfully be communicated in accordance with the Financial Promotion Order;

1.4.8 you are not located or resident in Belgium or, if you are located or resident in Belgium, (i) you are a qualified investor, in the sense 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 Takeover Law apply;

1.4.9 you will otherwise comply with the applicable offer and distribution restrictions contained in the Portuguese Offer Memorandum;

1.4.10 if you are resident or established in Portugal and are not a qualified investor as defined in article 30 of the Portuguese Securities Code (Código dos Valores Mobiliários) enacted by Decree-Law no. 486/99 of 13 November 1999 (as amended and restated from time to time), you will make any decision regarding the Offers and the Proposals only based on the Portuguese Offer Memorandum; and

1.4.11 you have understood and agreed to the terms set forth on this Website.

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.

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 the Bank 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.