If you would like access to the Information please read this notice carefully - it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights or responsibilities. The Co-operative Bank p.l.c. reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the Microsite. In addition, the contents of the Microsite may be amended at any time in whole or in part at the sole discretion of The Co-operative Bank p.l.c.
The Information is not intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of an offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval pursuant to the transaction or otherwise in, subject to certain exceptions being available, Australia, Canada, Hong Kong, Japan, New Zealand, South Africa, Switzerland or in any other jurisdiction in which such an offer or solicitation would breach any applicable law or regulation (each a "Restricted Jurisdiction").
The Information speaks only at the date of the relevant document or announcement and The Co-operative Bank p.l.c. has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).
Information relating to the Restructuring and Recapitalisation is only being communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply. Accordingly, the Information is only available to persons inside the United Kingdom who fall within one of the following categories:
(i) a person who is a holder of any of the £206,000,000 11% Subordinated Notes due 2023 or the £250,000,000 Fixed Rate Reset Callable Subordinated Tier 2 Notes due 2025 or a holder of ordinary shares in The Co-operative Bank p.l.c.; or
(ii) any other person falling within Article 43(2) or within Article 49(2)(a) to (d) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or falling within the definition of "investment professionals" (as defined in Article 19(5) of the Order).
The Information is only available in the United Kingdom to such persons, and the transactions contemplated therein will be available only to, and may be engaged in only with, such persons.
The shares which have been or will be issued and allotted in connection with the Restructuring and Recapitalisation have not been, nor will be, registered under the United States Securities Act of 1933 (the "Securities Act") or under the securities laws of any state or other jurisdiction of the United States and may not be offered, sold, taken up, resold, transferred or delivered, directly or indirectly, within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
Neither the directors of The Co-operative Bank p.l.c. nor any of The Co-operative Bank p.l.c.'s affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any Information contained on any other website which may be linked to this Microsite by a third party.
The Information is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction, accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of person may be allowed to view such materials. Any person resident or located outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
By clicking "CONFIRM" below, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that The Co-operative Bank p.l.c. is lawfully entitled to make the content of any Information available to you under applicable securities laws. If you are unable to give this representation, do not view the Information.
If you are not resident or located in a Restricted Jurisdiction you may access the Information but you are responsible for first satisfying yourself as to the full observance of the laws and regulatory requirements of your jurisdiction.
Similarly, the Information is not being, and must not be, released or otherwise forwarded, distributed or sent in or into a Restricted Jurisdiction and persons receiving such Information (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction.
If you are not permitted to view the Information or are in any doubt as to whether you are permitted to do so, please exit this Microsite and seek independent advice. The Co-operative Bank p.l.c. and its advisers do not assume any responsibility for any violation by any person of any of these restrictions.
The Information may contain certain "forward looking statements" regarding the financial position, business strategy or plans for future operations of the The Co-operative Bank p.l.c. group of companies. All statements other than statements of historical fact included in any document may be forward looking statements. Forward looking statements also often use words such as "believe", "expect", "estimate", "intend", "anticipate" and words of a similar meaning. By their nature, forward looking statements involve risk and uncertainty that could cause actual results to differ materially from those suggested by them. Much of the risk and uncertainty relates to factors that are beyond the companies' abilities to control or estimate precisely, such as future market conditions and the behaviours of other market participants, and therefore undue reliance should not be placed on such statements which speak only as at the date of the relevant document. Please see "Forward-Looking Statements" and "Risk Factors in the Consent Solicitation Memorandum included in the Information for a summary of the factors, risks and uncertainties that may cause actual results to differ materially from those suggested in the Information. The Co-operative Bank p.l.c. assumes no obligation to, and does not intend to, revise or update any forward looking statements, except as required pursuant to applicable law or regulation.
Unless expressly stated otherwise, no statement in this Microsite is intended to constitute a profit forecast for any period and no statement should be interpreted to mean that earnings or earnings per share will necessarily be greater or lesser than those for the relevant preceding financial periods for The Co-operative Bank p.l.c. as appropriate.
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