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Base Prospectus
The Base Prospectus posted on this page of the Pandora website (the "Base Prospectus") is not for release, publication or distribution, directly or indirectly, in or into the United States, Canada, Japan or Australia or any other jurisdiction in which such release, publication or distribution would be unlawful. Any failure to comply with this restriction may constitute a violation of United States securities laws and/or the securities laws of other countries.
The Base Prospectus comprises a base prospectus for the purposes of Regulation (EU) 2017/1129 as amended (the "Prospectus Regulation").
No person has been authorised to give any information or to make any representation not contained in or not consistent with the Base Prospectus and, if given or made, such information or representation should not be relied upon as having been authorised by the Issuer or any Dealer (as defined in the Base Prospectus).
Neither the Dealers nor any of their respective affiliates have authorised the whole or any part of the Base Prospectus and none of them makes any representation or warranty or accepts any responsibility as to the accuracy or completeness of the information contained in the Base Prospectus or any responsibility for the acts or omissions of the Issuer or any other person (other than the relevant Dealer) in connection with the issue and offering of the Notes.
Neither the delivery of the Base Prospectus nor any final terms ("Final Terms") nor any drawdown prospectus ("Drawdown Prospectus") in respect of any Notes issued under the Base Prospectus, nor the offering, sale or delivery of any Notes shall, in any circumstances, create any implication that the information contained in the Base Prospectus is true subsequent to the date of the Base Prospectus (or the date upon which the Base Prospectus has been most recently amended or supplemented) or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer since the date of the Base Prospectus (or, if later, the date upon which the Base Prospectus has been most recently amended or supplemented).
Not an offer, invitation or recommendation to subscribe
Neither the Base Prospectus nor any Final Terms nor any Drawdown Prospectus constitutes an offer or an invitation to subscribe for or purchase any Notes and should not be considered as a recommendation (express or implied) by the Issuer, the Dealers or any of them that any recipient of the Base Prospectus, any Final Terms or any Drawdown Prospectus should subscribe for or purchase any Notes.
Prospective investors should make an independent assessment as to whether the information in the Base Prospectus is relevant to their situation, and any investment in the notes should be based on the information regarding the investor's specific circumstances that the investor may deem necessary and only if the Notes are consistent with the investor’s financial objectives.
Restrictions on distribution
The distribution of the Base Prospectus, any Final Terms and any Drawdown Prospectus and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law. Neither the Issuers nor any of the Dealers represents that the Base Prospectus may be lawfully distributed, or that any Notes 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 assumes any responsibility for facilitating any such distribution or offering. Before you access this page of the Pandora website you are required by the Issuer and the Dealers to inform yourself about such restrictions and you are required to observe such restrictions.
In particular, the Notes and the Guarantee of the Notes have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States, and Notes in bearer form are subject to U.S. tax law requirements. The Notes may not be offered, sold or (in the case of Notes in bearer form) delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S).
The Base Prospectus has not been approved by an authorised person for the purpose of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, the Base Prospectus is not being distributed to, and must not be passed on to the general public in the United Kingdom. The Base Prospectus is directed solely at (i) persons outside the United Kingdom, (ii) investment professionals falling within Article 19 (5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49 (2) (a) to (d) of the Order and (iv) any other persons to whom it may otherwise be lawfully communicated or caused to be communicated in accordance with the Order (all such persons in (i)‐(iv) above being "relevant persons"). Any investment activity to which the Base Prospectus relates will only be available to and will only be engaged with relevant persons. Any person who is not a relevant person should not act or rely on the Base Prospectus or any of its contents. The Base Prospectus does not constitute, or form part of, and should not be construed as, an offer of, or an invitation to sell, securities to the public in the United Kingdom.
In addition, the Base Prospectus is only intended for persons in member states of the European Economic Area ("EEA") who are qualified investors within the meaning of Article 2 of the Prospectus Regulation and for persons in the United Kingdom who are qualified investors within the meaning of Article 2 of the Prospectus Regulation as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (together, "Qualified Investors"). Any investment or investment activity to which the Base Prospectus relates is available only to such Qualified Investors in the EEA or the United Kingdom and will only be engaged in with such persons.
Confirmation of understanding and acceptance
By accessing this page of the Pandora website you agree and confirm that:
- if you invest in any Notes you shall be deemed to have made your own investigation and appraisal of the condition (financial or otherwise) and creditworthiness of the Issuer;
- you have read and understood the information set out above and have informed yourself about the restrictions on distribution of the Base Prospectus and agree to comply with them;
- you are not a US person or a resident of or located in, or a partnership or corporation organized or incorporated or registered in the United States or a person acting on behalf of the foregoing and you agree that you will not retransmit, send or otherwise transfer the Base Prospectus, any Final Terms, any Drawdown Prospectus or any of the information contained in the Base Prospectus, any Final Terms or any Drawdown Prospectus to any US person or person in or resident in the United States;
- you are either a Qualified Investor (as defined above) or, if you are not located in the EEA or the UK, you are entitled to lawfully access the Base Prospectus, any Final Terms and any Drawdown Prospectus pursuant to the applicable laws and regulations in the country or jurisdiction in which you are located.