The CCDS are financial instruments with many complex features, and will not be a suitable or appropriate investment for all investors. The offer, sale or distribution of the securities referred to in this website to certain investors, including retail investors, may be restricted or prohibited by law in certain jurisdictions.
In particular, in June 2015, the UK 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 "Product Intervention Instrument"). Under the rules contained in the Product Intervention Instrument and Chapter 22.2 of the Conduct of Business Sourcebook ("COBS 22.2") in the FCA’s Handbook (as such rules may be amended or replaced from time to time, the "Product Intervention Rules"), there are restrictions on the sale of ‘mutual society shares’ (which would include the CCDS) to retail investors in the United Kingdom and the European Economic Area (the "EEA"). Nationwide intends that the CCDS should not be made available to retail investors.
In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No. 1286/2014 on key information documents for packaged and retail and insurance-based investment products (as amended, the “PRIIPs Regulation”) became directly applicable in all EEA member states and (ii) the Markets in Financial Instruments Directive 2014/65/EU (as amended) (“MiFID II”) was required to be implemented in EEA member states by 3 January 2018. Together, the Product Intervention Rules, the PRIIPs Regulation and MiFID II are referred to 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.
PRIIPS Regulation: The CCDS are not intended to be, and should not be, offered, sold or otherwise made available to any retail investor in the United Kingdom or the EEA. No key information document under the PRIIPs Regulation has been or will be prepared for CCDS, and making CCDS available to any retail investor in the United Kingdom or the EEA may be unlawful under the PRIIPs Regulation.
MiFID II product governance: Solely for the purposes of each manufacturer’s product approval process, the target market for the CCDS is eligible counterparties and professional clients only, each as defined in MiFID II and all channels for distribution of the CCDS to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the CCDS (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 CCDS (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.
By accessing this website, you represent, warrant, agree with, and undertake to, Nationwide Building Society that:
- you are not a retail investor or acting on behalf of a retail investor ; and
- whether or not you are subject to the Regulations, you will not take any action in respect of the CCDS which would result in a violation of the Regulations by any person.