PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF ACCESS (THESE “TERMS AND CONDITIONS”), WHICH APPLY TO ALL PERSONS WHO VIEW THIS PAGE. THESE TERMS AND CONDITIONS MAY BE ALTERED OR UPDATED FROM TIME TO TIME. YOU SHOULD READ THEM IN FULL EACH TIME YOU VISIT THIS SITE. BY ACCESSING THE FOLLOWING WEBSITE (THE “WEBSITE”, WHICH TERM SHALL INCLUDE ALL INFORMATION POSTED OR LINKED THEREON FROM TIME TO TIME), YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU WILL NOT BE PERMITTED ACCESS TO THE WEBSITE.

IMPORTANT INFORMATION: THE SECURITIES REFERRED TO ON THE WEBSITE (THE “NOTES”) ARE NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES OR POSSESSIONS OR IN OR INTO ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL. 

THE NOTES ARE NOT INTENDED TO BE, AND MUST NOT BE, OFFERED, SOLD, DISTRIBUTED OR OTHERWISE MADE AVAILABLE TO UK RETAIL INVESTORS OR EEA RETAIL INVESTORS (EACH AS DEFINED BELOW).

Restrictions on access

Before accessing the Website, you must confirm and acknowledge that:

1. the materials on the Website are not directed at, and may not be viewed by, forwarded or distributed to:

   1. persons located or resident in the United States of America (the “United States”), its possessions or territories or persons who are U.S. persons (as defined in Regulation S under the United States Securities Act of 1933, as amended (the “Securities Act”)) or persons acting for the account or benefit of any U.S. person or any person in the United States; or

   2. persons in the United Kingdom (the “UK”), except for persons who (a) are not UK Retail Investors (as defined below) and (b) (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 pursuant to the Order; or

   3. persons in any Member State of the European Economic Area (the “EEA”), except for persons who (a) are not EEA Retail Investors (as defined below) and (b) are qualified investors (as defined in Regulation (EU) 2017/1129); or

   4. any other persons to whom the materials could not be lawfully communicated under the laws of any other jurisdiction;

2. you are 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 from viewing such materials;

3. you will not offer or sell any securities referred to on the Website, or distribute, transmit, forward, reproduce or otherwise disseminate any materials or information on the Website (in whole or in part), except 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 regulations; 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 securities referred to on the Website in, from or otherwise involving the United Kingdom.

Where acting as agent for or 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 the Website nor anything contained thereon 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, any securities.

The Notes have not been and will not be registered under any applicable laws of any state, province, territory, country or jurisdiction of the United States, the United Kingdom, the European Economic Area, Italy, Canada, Hong Kong or Singapore. There shall be no sale of any Notes in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Prohibition on marketing, sales and distribution of the Notes to retail investors

UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of the manufacturer product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the 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 domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”) (“UK MiFIR”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a “distributor”) should take into consideration the manufacturer 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 Notes (by either adopting or refining the manufacturer target market assessment) and determining appropriate distribution channels. 

MIFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET MARKET – Solely for the purposes of the manufacturer product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, “MiFID II”); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor in the UK. For these purposes, a retail investor (a “UK Retail Investor”) means a person who is not a professional client, as defined in point (8) of Article 2(1) of UK MiFIR. Consequently, no disclosure document required by the FCA Product Disclosure Sourcebook (“DISC”) for offering, selling or distributing the Notes or otherwise making them available to UK Retail Investors has been prepared and therefore offering, selling or distributing the Notes or otherwise making them available to any UK Retail Investor may be unlawful under DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor (an “EEA Retail Investor”) means a person who is one (or both) 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, 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 “PRIIPs Regulation”) for offering or selling the Notes or otherwise making them available to EEA Retail Investors has been prepared and therefore offering or selling the Notes or otherwise making them available to any EEA Retail Investor may be unlawful under the PRIIPs Regulation.

UK MiFIR, MiFID II, the PRIIPs Regulation, COBS, DISC and the Consumer Composite Investments (Designated Activities) Regulations 2024 are, together, referred to herein as the “Regulations”. Persons accessing the Website must ensure that they familiarise themselves with, understand and comply with all applicable requirements set out in the Regulations.

Other selling restrictions

UNITED STATES: The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or under the securities laws of any state of the United States or other relevant jurisdiction and may not be offered or sold, 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 (“Regulation S”)), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with all applicable state or local securities laws. 

UK:  Any investment or investment activity to which the information on the Website relates is not available to, and will not be engaged in with, any persons in the UK except for persons who (a) are not UK Retail Investors (as defined above) and (b) have professional experience in matters relating to investments falling within Article 19(5) of the Order or are otherwise persons to whom the materials on the Website may be lawfully communicated pursuant to the Order (together, “relevant persons”).

EEA: The Notes are not available to persons in the EEA except for persons who (a) are not EEA Retail Investors (as defined above) and (b) are qualified investors (as defined in Regulation (EU) 2017/1129).

General: The distribution of materials on the Website may be restricted by local law in other jurisdictions. Failure to comply with such restrictions may constitute a violation of the laws of any such jurisdiction. Persons accessing the Website are responsible for informing themselves about, and complying with, all applicable laws and regulations. 

Your representations: By accessing the Website, you represent, warrant, agree with, and undertake to, Rathbones Group Plc that:

• you (a) are not accessing the Website from inside the United States or any state or territory thereof, (b) are not a U.S. person or located in the United States, or a resident of or located in any jurisdiction where viewing such information is unlawful, and (c) will not transmit or otherwise send any information contained in the Website to any U.S. person or any person located in the United States, or any person resident in or located in any other jurisdiction where to do so is unlawful;

• if you are located or resident in the UK, you are a relevant person (as defined above) and not a UK Retail Investor (as defined above);

• if you are located or resident in the EEA, you are a qualified investor (as defined in Regulation (EU) 2017/1129) and not an EEA Retail Investor (as defined above); and

• you are a person to whom the materials on the Website may otherwise be lawfully communicated.

If you are acting as agent for or on behalf of a disclosed or undisclosed client in connection with the Notes, you make the foregoing representations warranties, agreements and undertakings on behalf of yourself and your underlying client(s).

The Website does not contain or constitute any advice or recommendation

Nothing on the Website is, or is intended to, constitute financial, legal, tax, accounting, investment or other advice, nor a recommendation as to the suitability or appropriateness of an investment in the Notes for any person. The Website is provided for information only and does not constitute an offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any securities of Rathbones Group Plc or any of its subsidiaries (together, the “Group”). If the Website references any credit ratings, you are reminded that a credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. If you are considering an investment in the Notes, you must evaluate the merit and suitability of any such investment independently, having regard to your own circumstances and investment goals, and taking such independent financial, legal, tax, accounting, investment or other advice from your own professional advisers as you consider appropriate.

By accessing the Website, you represent and warrant to Rathbones Group Plc that you are doing so for information purposes only and that, in making any investment decision with respect to the Notes, you will make your own independent evaluation of Rathbones Group Plc, the Group and the Notes and take such independent financial, legal, tax, accounting, investment and other professional advice as you consider appropriate.  

Accuracy of information

The Website has been created for information purposes only and without regard to the specific investment objectives, financial situation or particular investment needs of any person. The information contained on the Website is given as at the date of such information and should not be taken to be accurate at any other time. Rathbones Group Plc is under no obligation to, and does not undertake to, update or keep current the information on the Website, and no representation or warranty, express or implied, is made in relation to the accuracy or completeness of the information or its suitability for any purpose. 

Rathbones Group Plc and its subsidiaries disclaim to the fullest extent permitted by law any and all liability which may arise, whether in contract, tort or otherwise, for any loss, loss of profit, claim or damage howsoever arising from any use of the Website or its contents (but this is without prejudice to the rights, under the terms and conditions of the Notes, of an investor in the Notes in the event of a breach by Rathbones Group Plc of the terms and conditions of the Notes).

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

Unauthorised use of the Website, including (without limitation) unauthorised access or misuse of any information posted to the 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 are governed by, and shall be construed in accordance with, English law. The English courts will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with these Terms and Conditions.

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

By selecting “Accept” below and proceeding to view the information to which the Website gives access, you warrant that (a) you have read, understood and agree to comply with all of the restrictions set forth in these Terms and Conditions and (b) in favour of Rathbones Group Plc and its subsidiaries, you make the representations, warranties, undertakings, acknowledgements and agreements expressed to be made by you in these Terms and Conditions in choosing to access the Website.

Click as appropriate below to enter or exit the Website.