DNB.no
Please read carefully the following terms and conditions of access (the “Terms and Conditions”), which apply to all persons who view this page. The Terms and Conditions may be altered or updated. You should read them in full each time you visit the site.
By accessing this site and the information contained herein, you agree to be bound by the Terms and Conditions, you acknowledge that the site may contain confidential information, and agree that the use of the materials and information contained on the site for any purpose other than as described herein, or as otherwise permitted in writing by DNB Bank, is strictly prohibited.
The material and information placed on this site by DNB Bank is being made available to you for information purposes only. You will use this site solely for your internal use and in accordance with the Terms and Conditions. You will treat any confidential information as private and confidential and will ensure that the information is protected with effective security measures and with the degree of care in each case that you would apply to your own confidential information.
The information and material placed on this site may not be forwarded or distributed by, or on behalf of, you to any other person and may not be reproduced by, or on behalf of, you in any manner whatsoever. Any forwarding, distribution or reproduction by, or on behalf of, you of any information in whole or in part is unauthorised. References in these terms of access to “DNB Bank” shall be deemed to be references to DNB Bank ASA and its affiliates.
IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS, PLEASE DO NOT ACCESS THE SITE OR ANY OF THE INFORMATION CONTAINED HEREIN.
Restrictions on Access
The securities referred to on this site (the “Securities”) are complex financial instruments and are not a suitable or appropriate investment for all investors, especially retail investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities to retail investors. Potential investors in the Securities should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of Securities (or beneficial interests therein).
FCA CoCo restriction: In the United Kingdom (“UK”), the Financial Conduct Authority (“FCA”) Conduct of Business Sourcebook (“COBS”) requires, in summary, that Securities should not be offered or sold to retail clients (as defined in COBS 3.4 and each a “UK retail client”) in the UK.
In October 2018, the Hong Kong Monetary Authority (the “HKMA”) issued guidance on enhanced investor protection measures on the sale and distribution of debt instruments with loss-absorption features (such as the Securities) and related products (the “HKMA Circular”). Under the HKMA Circular, debt instruments with loss absorption features, being subject to the risk of being written-down or converted to ordinary shares, and investment products that invest mainly in, or whose returns are closely linked to the performance of such instruments, are to be targeted in Hong Kong at professional investors (as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong (the “SFO”) and any subsidiary legislations or rules made under the SFO, “Professional Investors”) only and are generally not suitable for retail investors in either the primary or secondary markets.
Investors in Hong Kong should not purchase Securities in the primary or secondary markets unless they are Professional Investors and understand the risks involved. The Securities are generally not suitable for retail investors.
PRIIPS REGULATION / IMPORTANT – EEA RETAIL INVESTORS – The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (“EEA”). For these purposes, a “retail investor” means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU on markets in financial instruments (as amended, “MiFID II”); (ii) a customer within the meaning of Directive (EU) 2016/97, as amended or superseded (the “Insurance Distribution Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the “Prospectus Regulation”). Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the EEA will be prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS REGULATION / IMPORTANT – UK RETAIL INVESTORS – The Securities are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to 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 (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the “EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the “FSMA”) and any rules or regulations made under the FSMA to implement 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 UK domestic law by virtue of the EUWA (“UK MiFIR”); or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the “UK PRIIPs Regulation”) for offering or selling the Securities or otherwise making them available to retail investors in the UK will be prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET – The offering documentation in respect of any Securities will include a legend titled “MiFID II product governance” which will outline the target market assessment in respect of the Securities and which channels for distribution of the Securities are appropriate. Any person subsequently offering, selling or recommending the Securities (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 Securities (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue of Securities about whether, for the purpose of the Product Governance rules under EU Delegated Directive 2017/593, anyone is a manufacturer in respect of such Securities.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET – The offering documentation in respect of any Securities may (if applicable) include a legend titled “UK MiFIR Product Governance” which will outline the target market assessment in respect of the Securities and which channels for distribution of the Securities are appropriate. Any Distributor should take into consideration the target market assessment; however, a Distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK MiFIR Product Governance Rules”) is responsible for undertaking its own target market assessment in respect of the Securities (by either adopting or refining the target market assessment) and determining appropriate distribution channels. A determination will be made in relation to each issue of Securities about whether, for the purpose of the UK MiFIR Product Governance Rules, anyone is a manufacturer in respect of such Securities.
Representations, Warranties and Agreements
COBS, MiFID II, the PRIIPs Regulation, the UK PRIIPs Regulation and the HKMA Circular are, together, referred to herein as the “Regulations”.
As used in this section “Representations, Warranties and Agreements”, “retail client” means any of (i) a retail client as defined in MiFID II; (ii) a retail client as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the EUWA; and (iii) a UK retail client.
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial instruments and (ii) the offering, sale and distribution of packaged retail and insurance-based investment products and certain contingent write down or convertible securities, such as the Securities.
Potential investors in the Securities should inform themselves of, and comply with, any applicable laws, regulations or regulatory guidance with respect to any resale of the Securities (or any beneficial interests therein) including the Regulations.
Each of DNB Bank and anyone subscribing for Securities is required to comply with some or all of the Regulations.
By purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities), each prospective investor represents, warrants, agrees with, and undertakes to, DNB Bank that:
The Regulations must be complied with when selling the Securities to Norwegian investors in Norway.
An investment in the Securities is not an equivalent to an investment in a bank deposit. Although an investment in the Securities may give rise to higher yields than a bank deposit placed with DNB Bank ASA or with any other investment firm in the DNB Group, an investment in the Securities carries significant and complex risks which are very different from the risk profile of such a deposit. The Securities are expected to have greater liquidity than a bank deposit since bank deposits are generally not transferable. However, the Securities may have no established trading market when issued, and one may never develop.
The Securities are unsecured and deeply subordinated obligations of DNB Bank ASA. Investments in the Securities do not benefit from any protection provided pursuant to Directive 2014/49/EU of the European Parliament and of the Council on deposit guarantee schemes or any national implementing measures implementing this Directive in any jurisdiction. Therefore, if DNB Bank ASA becomes insolvent or defaults on its obligations, investors investing in the Securities could lose their entire investment.
You acknowledge that DNB Bank will rely upon the truth and accuracy of the representations, warranties, agreements and undertakings set forth in these Terms and Conditions and is entitled to rely upon the same and is irrevocably authorised to produce a copy of these Terms and Conditions to any interested party in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby.
The information on the website is not an offer to sell or any invitation to buy any Securities.
Accessing the website will constitute your acceptance of these Terms and Conditions and your confirmation that the representations and warranties made by you pursuant to these Terms and Conditions are accurate.
Before accessing this website, you must also confirm and acknowledge that:
(a) the materials on this website are not directed at, and may not be viewed by or distributed to:
(i) persons located or resident in the United States, its possessions or territories or persons who are U.S. persons[1] (as defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”));
(ii) persons in the United Kingdom except for persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 as amended (the “Order”) or (ii) are high net worth entities falling within article 49(2) of the Order; or (iii) are otherwise persons to whom the materials may be lawfully communicated;
(iii) persons in any Member State of the EEA except for persons who are “qualified investors” within the meaning of the Prospectus Regulation; or
(iv) any other persons who are not persons to whom the materials may be otherwise lawfully communicated under the laws of any other jurisdiction;
(b) you are (i) not a U.S. person or accessing this site from inside the United States and (ii) not acting on behalf of a person inside the United States or that is a U.S. person;
(c) you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on the website may be lawfully communicated under the laws of all applicable jurisdictions and are not subject to any legal requirements that prohibit or restrict you (or such person) from viewing such materials;
(d) you will not offer or sell any securities referred to on the website, or distribute, transmit or otherwise disseminate any materials or information contained on this website, other than to persons to whom such offer or sale can lawfully be made or, as the case may be, to whom such materials and/or information can be lawfully distributed under all applicable laws; and
(e) you have complied and will comply with all applicable provisions of the FSMA with respect to anything done by you in relation to any securities referred to on the website in, from or otherwise involving the United Kingdom.
Investment considerations
The materials included on this site may contain information that is historical in nature and are only current as of the date of the materials. You should note that past results do not predict future performance. DNB Bank is not acting as a financial advisor or in any other fiduciary capacity with respect to this site and the information contained herein. Prospective investors should consult their own financial, tax and legal advisors about risks associated with an investment in Securities and the suitability of any such investment in light of their particular circumstances. Except as may be required by law, neither DNB Bank nor any other party has any duty to maintain or update any material on this site and no representation or warranty, express or implied, is or will be made in relation to, the accuracy or completeness of the information.
Certain materials placed on this site contain legends, limitations, qualifications or other restrictions relating to the nature or use of such material. Any such legends, limitations, qualifications or restrictions continue to apply notwithstanding that the materials have been placed on the site.
No offer or solicitation
This site and the information contained herein has been prepared solely for information purposes and do not constitute an invitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for, Securities or any other securities. The site does not create any legally binding obligations on the part of DNB Bank. This site does not purport to provide any financial, investment, accounting, tax, regulatory or legal advice or recommendation. For further information concerning the Securities, please consult with an investment advisor or broker. There shall be no sale of any Securities in any jurisdiction in which such an offer, solicitation or sale would be unlawful.
The Securities referred to in this website have not been and will not be registered under the Securities Act or any other applicable laws of any state, province, territory, country or jurisdiction of the United States, Canada or Japan.
No liability
Whilst DNB Bank has taken all reasonable steps to ensure that the information contained on the site is accurate as of the date stated, DNB Bank excludes to the full extent permitted under applicable law any warranties, undertakings or representations that the information contained on the site is accurate, current or complete. The information is not tailored for any particular investor or any other recipient and does not constitute investment advice and in no event shall DNB Bank be liable to you or any third party for any direct, indirect, consequential or other losses or damages of any kind, or any damages whatsoever, or any other liability arising out of or in connection with the use of any information set forth on this site.
Governing law
These Terms and Conditions and any non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, the laws of the Kingdom of Norway. The Norwegian courts will have jurisdiction to settle any disputes which may arise in connection with these Terms and Conditions or any non- contractual obligations arising out of or in connection with these Terms and conditions.
[1] A "US person" for purposes of Regulation S includes, but is not limited to, (i) any natural person resident in the United States, (ii) any partnership or corporation organized or incorporated under the laws of the United States or any state thereof or (iii) any agency or branch of a foreign entity located in the United States
