Is there approved Disclaimer text for use on all marketing emails?
In order to cover the risk that marketing emails don't match the Listing Particulars, we need Disclaimer text. This text should appear on marketing emails. In your answer please can you outline if this text should appear on ALL emails sent from both London and Tallinnn. Or from Tallinn only. Or on emails that have not been signed off by Truva's legal department. Thanks.
A: SenseCheck
- 0 Yes
- 3 No
- 0 Other
- 08 May 2024
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No
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Complex
- 27 Mar 2024
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No
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Complex
This is the current disclaimer text in our precedent offering document (note this is under review as at 27/03/2024):
IMPORTANT – UK Retail Investors – The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available at any time to any retail investor (and, for the avoidance of doubt, this means 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 No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (“FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (the “Insurance Distribution Directive”), 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; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of EUWA (the “UK Prospectus Regulation”). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of EUWA (as amended, the “UK PRIIPs Regulation”) for offering or selling the Bonds or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Bonds or otherwise making them available to any retail investor in the UK may be unlawful under the PRIIPs Regulation.This Investment Memorandum contains forward-looking statements. Forward-looking statements often include words such as “anticipate”, “expect”, “intend”, “plan”, “believe”, “continue” or similar words in connection with discussions of future operating or financial performance. The forward-looking statements are based on the directors’ and where relevant the Issuer’s current expectations and assumptions regarding commercial performance, the economy and other future conditions, circumstances and results. As with any projection or forecast, forward-looking statements are inherently susceptible to uncertainty and changes in circumstances. The actual results may vary materially from those expressed or implied in its forward-looking statements.
Investing in Bonds issued under the Bond Programme involves certain risks. The principal risk factors that may affect the ability of the Issuer to fulfil its respective obligations under the Bonds are discussed under “Risk Factors” below and in the Listing Particulars.
- 26 Mar 2024
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No
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Complex
The text needed will vary depending on where it is being added. The risk is not just the gap between Listing Particulars and marketing materials but the gap between marketing materials and any other formal document that is provided to obtain money from investors. There is no currently approved text but if you send the legal team a list of the documents being created for and circulated to prospective investors by the marketing team, we will produce some wording and post it here. Its also not a question of London and Tallinn its more a question of “who” is doing the promoting, ie which legal entity that has “legal personality”…
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