Sales and trading disclaimer
In the U.S., this material is intended for institutional investors only. This material is intended for your sole use and is provided to you on the understanding that, before entering into any transaction referred to in this material, and/or any related transaction, you will ensure that you fully understand the potential risks and return of such transaction and determine whether it is appropriate for you given your objectives, experience, financial and operational resources, and other relevant circumstances. Nothing in this material constitutes an offer or invitation to enter into any engagement or transaction or an offer or invitation for the sale, purchase, exchange or transfer of any securities or a recommendation to enter into any transaction, nor is it intended to form the basis of any investment decision. None of The Royal Bank of Scotland plc, The Royal Bank of Scotland N.V. and/or their affiliates (“RBS”) is soliciting any specific action based on this material. The material does not take into account the particular investment objectives, financial conditions, or needs of individual clients. RBS will not act and has not acted as your legal, tax, regulatory, accounting or investment adviser; nor does RBS owe any fiduciary duties to you in connection with this, and/or any related transaction and no reliance may be placed on RBS for investment advice or recommendations of any sort.
This material has been prepared by The Royal Bank of Scotland N.V, The Royal Bank of Scotland plc or an affiliated entity (“RBS”) and is a Marketing Communication from an RBS trading desk and has not been prepared in accordance with the legal and regulatory requirements designed to promote the independence of investment research, and is not subject to any prohibition on dealing ahead of its dissemination. Any views expressed may differ from those of other business units of RBS. The opinions, commentaries, forecasts, assumptions, estimates, derived valuations and target price(s) or other statements contained in this communication (the “Views”) are valid as at the date and/or time indicated and are subject to change at any time without prior notice. The Views may not be objective or independent of the interests of the authors or other RBS trading desks, who may be active participants in the markets, investments or strategies referred to in this material. The Views are not a personal recommendation and do not take into account whether any transaction is suitable for any particular investor. No part of the remuneration of the author(s) is directly tied to any transactions performed, or trading fees received, by any RBS entity.
RBS and its affiliates, connected companies, employees or clients may have an interest in financial instruments of the type described in this material and/or in related financial instruments giving rise to potential conflicts of interest which may impact the performance of such financial instruments. Such interests may include, but are not limited to, (a) dealing in, trading, holding or acting as market-maker or liquidity provider in such financial instruments and any reference obligations; (b) entering into hedging strategies on behalf of issuer clients and their affiliates, investor clients or for itself or its affiliates and connected companies; and (c) providing banking, credit and other financial services to any company or issuer of securities or financial instruments referred to herein. RBS and its affiliates, connected companies, employees or clients may at any time acquire, hold or dispose of long or short positions (including hedging and trading positions) which may impact the performance of a financial instrument.
This material may relate to over-the-counter derivatives (“OTC Derivatives”) in which case you should be aware that OTC Derivatives can provide benefits but may also involve a variety of significant risks. All OTC Derivatives involve risks which include (among other things) the risk of adverse or unanticipated market, financial or political developments, risks relating to the counterparty, liquidity and other risks of a complex character. In the event that such risks arise, substantial costs and/or losses may be incurred and operational risks may arise in the event that appropriate internal systems and controls are not in place. Therefore you should also determine whether OTC Derivatives are appropriate for you given your objectives, experience, financial and operational resources, and other relevant circumstances.
If you enter into an OTC Derivative transaction and decide to close out the transaction before its scheduled termination date you may have to pay break costs. These will be calculated by reference to prevailing market conditions and include any costs incurred by RBS in terminating any related financial instrument or trading position. Please note that such break costs can be substantial. If you enter into an OTC Derivative transaction for the purposes of hedging a loan or other debt and you subsequently wish to repay the debt (whether through refinancing or otherwise), you should be aware that it may be necessary for RBS to terminate the hedging transaction before its scheduled termination date and satisfy any liabilities that you may have to it with respect to such transaction (including break costs) before RBS will release any related security that you have provided to it.
This material has been prepared for information purposes only and is subject to change at any time without prior notice. It is indicative only and is not binding. RBS makes no representation, warranty, undertaking or assurance of any kind, express or implied, as to the adequacy, accuracy, completeness or reasonableness of this material, nor does it accept any obligation to any recipient to update, correct or determine the reasonableness of such information or assumptions contained herein. RBS accepts no liability whatsoever for any direct, indirect or consequential losses (in contract, tort or otherwise) arising from the use of this material or reliance on the information contained herein. However this shall not restrict, exclude or limit any duty or liability to any person under any applicable laws or regulations of any jurisdiction which may not lawfully be disclaimed. This material 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. The information contained herein is confidential and may not be reproduced, redistributed or copied without the prior express consent of RBS.
In the U.S., this material, to the extent it relates to securities, is intended for distribution only to major institutional investors as defined in Rule 15a-6 of the U.S. Securities Exchange Act of 1934 as amended (excluding documents produced by our affiliates within the U.S.).
Notwithstanding the foregoing (but subject to any applicable federal or state securities laws), RBS and the recipient may disclose to any and all persons, without limitation, the tax treatment and tax structure of any transaction contemplated hereby and all materials (including opinions or other tax analyses) relating thereto. IRS Circular 230 Disclosure: RBS does not provide tax advice. Accordingly, any discussion of U.S. tax matters contained herein (including any attachments) is not intended or written to be used, and cannot be used, in connection with the promotion, marketing or recommendation by anyone unaffiliated with RBS of any of the matters addressed herein or for the purpose of avoiding U.S. tax-related penalties.
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