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By accepting the information available on the internet pages of BayernLB (the “Information”), the recipient agrees that it will, and it will cause its directors, partners, officers, employees and representatives to use the Information only to evaluate its interest or potential interest in the CP (as defined below) described herein and for no other purpose and will not divulge the Information to any other party. Any reproduction of the Information, in whole or in part, is prohibited and the Issuers (as defined below) and Bayerische Landesbank ("BayernLB") accepts no liability whatsoever for the actions of third parties in this respect.
The Information has been prepared as marketing material solely for informational purposes and is not an offer to buy or sell or a solicitation of an offer or a recommendation to buy or sell any security or instrument or to participate in any trading strategy. It has no regard to the specific investment objectives, financial situation or particular needs of any recipient and no representation is made that the results indicated will be achieved. Any opinions expressed in the Information are subject to change without notice and may differ or be contrary to opinions expressed by other business areas or groups of BayernLB as a result of using different assumptions and criteria.
If any offer of European Commercial Paper Notes ("ECP") is made, it shall be pursuant to a definitive ECP Information Memorandum (a "ECP Information Memorandum") prepared by or on behalf of Corelux S.A. (the “Issuer”), which would contain material information not contained herein and which may supersede, amend and/or supplement the Information in its entirety. Any decision to invest in the ECP described herein should be made solely in reliance upon such ECP Information Memorandum. If any offer of U.S. Commercial Paper Notes ("USCP" and, together with the ECP, the "CP") is made, it shall be pursuant to a definitive USCP Information Memorandum (a "USCP Information Memorandum" and, together with the ECP Information Memorandum, the "Information Memoranda") prepared by or on behalf of the Issuer and Corelux LLC (together the “Issuers”), which would contain material information not contained in the Information and which may supersede, amend and/or supplement the Information in its entirety. Any decision to invest in the USCP described herein should be made solely in reliance upon such USCP Information Memorandum.
The Information is provided to you on the understanding that, as a sophisticated institutional investor, you will understand and accept its inherent limitations and will not rely on it making any investment decision with respect to any CP that may be issued.
The Information is not an offer for sale of securities in the United States. Securities may not be sold in the United States absent registration with the United States Securities and Exchange Commission or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Act"). The CP described in the Information have not been and will not be registered under the Act or under the securities laws of any state of the United States or other jurisdiction and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, in the United States or to, or for the account or benefit of U.S. Persons (as defined below) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act and applicable state or local securities laws.. There will be no public offering of any such securities in the United States (as defined in Regulation S under the Act) ("United States"). The USCP may only be sold to institutional investors that are accredited investors within the meaning of Regulation D under the Act ("Institutional Accredited Investors") in reliance upon the exemption from registration under the Act provided by Section 4(2) thereof or to Qualified Institutional Buyers as defined in Rule 144A under the Act (each, a "Qualified Institutional Buyer"). The ECP may not be offered, sold or delivered within the United States or to U.S. Persons. The CP will not be recommended by any United States Federal or State Securities Commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of the Information. Any representation to the contrary is a criminal offense. If you are in the United States, or a U.S. Person (as defined in Regulation S under the Act) (a "U.S. Person"), and wish to access the Information, you must be a Qualified Institutional Buyer within the meaning of Rule 144A under the Act. If you are in the United States, or a U.S. Person, but you are not a QIB, you may not access the Information. If you are in the United States, or a U.S. Person, you will be deemed to represent that you are a Qualified Institutional Buyer.
From or within the UK the Information is only being distributed to and is directed at (a) investment professionals falling within Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "FPO"), (b) high net worth entities falling within Article 49 of the FPO, and (c) other persons to whom it may otherwise lawfully be offered or distributed. From and within the Federal Republic of Germany this information is only being distributed to and is directed at institutional investors which would qualify as “professional clients” (professionelle Kunden) or “eligible counterparties” (geeignete Gegenparteien) within the meaning of § 31a para. 2 of the German Securities Trading Act (Wertpapierhandelsgesetz).The ECP to which this document relates will only be available to, and any agreement to acquire such ECP, will be made only with, such persons. Any other person should not act or rely on the Information. Recipients of the Information in jurisdictions outside the UK or the Federal Republic of Germany should inform themselves about and observe all applicable legal or regulatory requirements.
None of BayernLB or any of its affiliates, agents or representatives makes any representation or warranty, express or implied, as to the accuracy or completeness of the Information and nothing contained in the Information shall be relied upon as a promise or representation whether as to past or future performance. The Information does not purport to contain all of the information that may be required to evaluate such CP and any recipient is encouraged to read the Information Memoranda. None of BayernLB or any of its affiliates, agents or representatives expects to update or otherwise revise the Information except by means of the Information Memoranda. Additional information is available on request.
BayernLB, the U.S. Placement Agents , the U.S. Depositary (as defined in the USCP Information Memorandum) or any other intermediaries do not represent that the Information may be lawfully distributed, or that the CPs may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by BayernLB, the U.S. Placement Agents, the U.S. Depositary or any other intermediary which would permit a public offering of the CP or distribution of the Information in any jurisdiction where action for that purpose is required. Accordingly, no CP may be offered or sold, directly or indirectly, and the Information may not be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons who wish to access the Information must inform themselves about, and observe, any such restrictions on the distribution of the Information. NOTE: All information and other data shown in the Information are for illustrative purposes only at this time and are not intended to represent an actual structure. The actual composition of the portfolio to be acquired and the structure of the securities to be issued, which is the basis for such information and other data, will be determined at or around the time of pricing of the CPs based upon market conditions and other applicable factors at that time. BayernLB, its directors, officers and employees or clients may have or have had interests or long or short positions in CPs or other financial instruments referred to in the Information and may at any time make purchases and/or sales in them as principal or agent. BayernLB may act or have acted as market-maker in the CPs or other financial instruments referred to in the Information. Furthermore, BayernLB may have or have had a relationship with or may provide or has provided investment banking, capital markets and/or other financial services to the relevant companies. Neither the Issuers, BayernLB nor any of its affiliates, representatives, directors, employees or agents accepts any liability for any loss or damage arising out of the use of all or any part of the Information.