Bond holder information

Before accessing this website, you must confirm and acknowledge that:

1. the materials on this website are not directed at, and may not be viewed by or distributed to:
   1. (persons located or resident in the United States, its possessions or territories (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)); or
   2. persons who are retail investors*; or
   3. persons in the United Kingdom, except for persons who are not retail investors and who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”), or (ii) are otherwise persons to whom the materials may be lawfully communicated; or
   4. persons in any Member State of the European Economic Area, except for persons who are not retail investors and who are “qualified investors” within the meaning of Article 2(e) of Regulation (EU) 2017/1129, as amended or superseded (the “EU Prospectus Regulation”); or
   5. any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction;
2. you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;
3. you will not offer or sell any of the Notes referred to on the website, or distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such offer or sale can lawfully be made or, as the case may be, to whom such materials and/or information can be lawfully distributed under all applicable laws; and
4. you have complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) of the United Kingdom with respect to anything done by you in relation to any of the Notes referred to on the website in, from or otherwise involving the United Kingdom.

Where acting as agent on behalf of a disclosed or undisclosed client in connection with the Notes, you make the foregoing confirmations and acknowledgements on behalf of yourself and your underlying client(s).

No offer or solicitation

Neither this site nor anything contained herein shall constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, the Notes.

There shall be no offer, solicitation or sale of the Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

By accessing this page, you represent and warrant to us that you are doing so for information purposes only.

PROHIBITION ON MARKETING AND SALES OF THE NOTES TO

RETAIL INVESTORS

MiFID II product governance / professional investors and ECPs only target market – the relevant offering memorandum for a series of Notes may specify that, solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the “MiFID II product governance requirements”), the target market for the relevant series of Notes is eligible counterparties and professional clients only and all channels for distribution of such Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the relevant Notes (a “distributor”) should take into consideration the manufacturer’s target assessment for the relevant Notes; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the relevant Notes (by either adopting or refining the manufacturer target market assessment) and determining appropriate distribution channels.

UK MiFIR product governance / professional investors and ECPs only target market – the relevant offering memorandum for a series of Notes may specify that, solely for the purposes of the United Kingdom (“UK”) manufacturer product approval process, the target market for the relevant series of Notes 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 UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (“UK MiFIR”), and all channels for distribution of such Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturer’s target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the relevant Notes (by either adopting or refining the target market assessment) and determining appropriate distribution channels.

Any target market assessment is without prejudice to the requirements of any contractual or legal selling restrictions in relation to the Notes.

For the avoidance of doubt, any target market assessment for any Notes does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II and/or UK MiFIR; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to such Notes.

EU PRIIPS regulation / prohibition of sales to EEA retail investors – the Notes are not intended to be offered, sold or otherwise made available to, and they should not be offered, sold or otherwise made available to, any retail investor in the European Economic Area (“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 MiFID I; or (ii) a customer within the meaning of Directive (EU) 2016/97 (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. Consequently, no key information document required by Regulation (EU) no 1286/2014, as amended (the “EU PRIIPS Regulation”) for offering or selling the Notes or otherwise making the Notes available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPS Regulation.

UK PRIIPS regulation / prohibition of sales to UK retail investors – the Notes are not intended to be offered, sold or otherwise made available to, and they should not be offered, sold or otherwise made available to, any retail investor in the UK. For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

MiFID II, the EU PRIIPs Regulation, UK MiFIR and the UK 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, Compre that:

1. you are not a retail investor or acting on behalf of a retail investor; and
2. whether or not you are subject to the requirements of the Regulations, you will not take any action in respect of the Notes which would result in a violation of the Regulations by any person; and
3. you are a person or acting on behalf of a person to whom the materials on the website may be lawfully communicated.

Legal considerations

The distribution material on this site may be restricted by local law in jurisdictions other than Bermuda and the United Kingdom and failure to comply with such restrictions may constitute a violation of the laws of any such other jurisdiction. Persons accessing this site should inform themselves about, and observe, any such restrictions. For example, restrictions may apply in the United States, Bermuda, Hong Kong, Japan, Singapore and Switzerland and or any other jurisdiction where to do so would constitute a violation of the local securities laws and regulation.

THE NOTES REFERENCED ON THIS WEBSITE HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF THE U.S. OR ANY OTHER JURISDICTION IN THE EXCLUDED TERRITORIES. THE NOTES MAY NOT BE OFFERED, SOLD OR DELIVERED IN THE UNITED STATES (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 OR APPLICABLE LAWS OF OTHER JURISDICTIONS.

By accessing this site, you represent and warrant to Compre that you are not (and you are not acting for a person who is) resident in the United States and you are not accessing this site from inside the United States.

Accuracy of Information

The material on this site has no regard to the specific investment objectives, financial situation or particular needs of any recipient and should not be relied on when making any investment decision. The information contained on the website is given at the date of such information and should not be taken to be accurate at any other time. Except for information that is required to be maintained from time to time by Compre pursuant to the terms of issue of the Notes or required by applicable law to be made public, Compre is under no obligation to update or keep current the information on this site and no representation or warranty, express or implied, is or will be made in relation to, the accuracy or completeness of the information.

This website and the materials contained on this website do not purport to provide any financial, investment, tax, accounting or legal advice or recommendation. Before you enter into any transaction in relation to the Notes referred to on this website, you should obtain your own independent advice from your professional financial, accounting, legal, regulatory, tax or other advisers.

The materials on this website are provided in electronic form. Information transmitted via this medium may be altered or changed during the process of transmission and Compre accepts no liability or responsibility whatsoever in the event of any such alteration or change during transmission.

Unauthorised use of this website or the materials on this website, including (without limitation) unauthorised access or misuse of any information posted to this website, is strictly prohibited.

Governing law and jurisdiction

These Terms and Conditions and any non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, English law. The English courts will have jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions.

If you are not permitted, or if you are in any doubt as to whether you are permitted, to view this site or the information contained herein, please exit this site.

*as used in this disclaimer, a “retail investor” means a person who is (i) a retail client as defined in point (11) of Article 4(1) of MiFID II;  (ii) a customer within the meaning of 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); (iii) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; and/or (iv) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR.