Terms of access

Terms and Conditions of Access to the Website

BEFORE ENTERING THIS WEBSITE, PLEASE READ CAREFULLY THE FOLLOWING IMPORTANT TERMS AND CONDITIONS THAT GOVERN YOUR ACCESS TO, AND USE OF, THIS WEBSITE AND ACKNOWLEDGE YOUR AGREEMENT OF THEM. BY ACCESSING THIS WEBSITE AND THE INFORMATION CONTAINED HEREIN, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS BELOW. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS THIS WEBSITE OR ANY OF THE INFORMATION CONTAINED HEREIN.

Access to and use of the Website

By clicking "I agree" on the link below, you represent and warrant that you accept (and are authorised to accept) these terms and conditions (the “Terms and Conditions”) on behalf of yourself and on behalf of the institution by which you are engaged (the “Institution”) in relation to the contents of this website (the "Website") to which you will have access without modification. References to the words “you” or “your” refer to both you personally and the Institution. If you do not agree to be bound by the Terms and Conditions in their entirety, please click the "I do not agree" button below and you will not be permitted to access the Website. For the purposes of the Terms and Conditions, “Newcastle Building Society” means Newcastle Building Society and its subsidiaries and associated undertakings from time to time, so far as the context admits.

You acknowledge that any information contained on the Website (the “Information”) may be used by you solely for the purpose of evaluating certain investment or research related matters in respect of the additional tier 1 perpetual capital securities (the “Securities”) issued by Newcastle Building Society (the “Permitted Purpose”) and may not be reproduced, disseminated or distributed in whole or in part at any time, in any manner or for any purpose, without obtaining the prior written consent of Newcastle Building Society in each specific instance. You are restricted from accessing or using the Information for any other purpose. You agree to notify Newcastle Building Society immediately if you become aware of any unauthorised use of the Website.

FCA CoCo Restriction / Prohibition of Sales to UK and EEA retail investors

The Securities referred to on the Website 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. Accordingly, the Securities referenced on the Website are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available in the United Kingdom (the “UK”) to any retail client (as defined in part 3.4 of the Conduct of Business Sourcebook forming part of the Financial Conduct Authority Handbook (a “retail client”)) or any other retail investor, nor in European Economic Area (the “EEA”) to any retail investor. For these purposes, a "retail investor" means:

1. in the UK, a person who is one (or both) of: (a) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (“EUWA”); or (b) 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 Directive (EU) 2016/97, 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 UK MiFIR; and
2. in the EEA, a person who is one (or both) of: (a) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (“MiFID II”); or (b) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

The Information on the Website is not directed at persons who are retail clients or retail investors and such persons should not access the Website.

No key information document required by Regulation (EU) No 1286/2014 (the “PRIIPs Regulation”) or that Regulation as it forms part of 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 EEA or the UK has been prepared and therefore offering or selling the Securities or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the PRIIPs Regulation or the UK PRIIPs Regulation.

The Securities are deferred shares in Newcastle Building Society for the purposes of section 119 of the Building Societies Act 1986, as amended, and are not protected deposits for the purposes of the Financial Services Compensation Scheme established under the FSMA.

United States

The Securities, and any core capital deferred shares into which they may convert under their terms, have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “Securities Act”) or the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold in the United States or to, or for the account or the benefit of, U.S. persons (within the meaning of Regulation S under the Securities Act) other than pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in accordance with all applicable state and local securities laws.

Your acknowledgements, representations, warranties and undertakings 

By accessing the Website, you:

1. acknowledge that: (i) the Information is not intended for distribution to, or access or use by, any person or entity in any jurisdiction or country where such distribution, access or use would be contrary to law or regulation (securities or otherwise) and is provided on the basis of your acceptance of the Terms and Conditions; (ii) in accessing this Website you should inform yourself about, and observe, any such restrictions; (iii) you may not use the Information in a manner that may violate any securities laws, including, without limitation, in connection with any offer, sale, subscription, purchase or trading of any securities described or referred to in such Information; and (iv) any such offer or invitation in a jurisdiction may be prohibited, restricted or subject to any requirement for filing, authorisation, license or consent;
2. represent, warrant and undertake to Newcastle Building Society that:

(A) either (x) (i) you are not a U.S. person (as that term is defined in Regulation S under the Securities Act) and not located or resident in the United States, its territories or possessions; (ii) you are not a person to whom the communication of the Information is otherwise restricted; and (iii) you are not acting for the account or benefit of any such person listed in (i) or (ii) above;

(B) if you are resident or located in the UK: (i) you are not a retail client or a retail investor (each as defined above) in the UK; and (ii) you are either (a) a person who has 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 otherwise (b) a person to whom the Information may be lawfully communicated under the Order;

(C) if you are resident or located in any Member State of the EEA: (i) you are not a retail investor (as defined above) in the EEA; and (ii) you are a 'qualified investor' within the meaning of Article 2(1)(e) of Regulation (EU) 2017/1129, as amended; and

(D) the Website and the Information may be lawfully accessed by you in accordance with all securities and other laws and regulations applicable to you, and in accessing the Website and using any Information contained therein you will at all times comply with all applicable securities and other laws and regulations applicable to you in any jurisdiction; and

1. acknowledge that: (i) the Website and the Information thereon is for information purposes only and may be used only for the Permitted Purpose; (ii) nothing on the Website constitutes an offer to sell or the solicitation of an offer to buy or subscribe for the Securities or any other securities; and (iii) any forwarding, distribution or reproduction by, or on behalf of, you of any Information in whole or in part is unauthorised

Failure to comply with the Terms and Conditions may result in a violation of the Securities Act or the applicable laws of other jurisdictions.

The Website may contain other requirements, notices and copyright or other information, the terms of which must be observed and followed.

Acknowledgements and disclaimers

In addition to the matters set out above, you acknowledge and agree to the following:

1. No duty to update or correct Information. Certain Information may be historical in nature and, in general, Information is only current as of its applicable or stated date. Historic performance information is no indication of future performance. There is no obligation on Newcastle Building Society to update any such Information and Newcastle Building Society does not generally expect to update any such Information unless required by applicable law.
2. Information may change. Further information may be added to the Website and/or changes may be made to the Information at any time. In general, the Information should be read and construed as a whole as updated from time to time.
3. Offering materials. Any final offering circular or other offering materials posted on the Website are provided solely for your convenience to generally describe the terms of the transaction described therein and does 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, the Securities or any other security. Any such offering circular and other offering materials should be considered in full, and prospective investors are recommended to read carefully any section of any such offering circular or other offering materials which is entitled “Risk Factors” (or similar) therein. You should not assume that the information contained or incorporated by reference in any such materials is accurate as of any date other than the respective date set forth therein or the date of the information incorporated therein. Such offering materials and other information contained on the Website may not be distributed (whether in whole or in part) to or used by any person or entity in any jurisdiction or country where such distribution or use would be contrary to local law or regulation.
4. No advice given.  The Information does not, and does not purport to, provide any financial, legal, tax, accounting, investment or other advice in relation to Newcastle Building Society, the Securities, any core capital deferred shares into which the Securities may convert under their terms (“CCDS”), or any other matters, and you are solely responsible for seeking your own independent professional advice with respect to any such matters in light of your particular circumstances. The Information does not and is not intended to provide, and should not be relied upon as providing, a complete or comprehensive description of Newcastle Building Society, the Securities or any CCDS, and prospective investors, together with their investment advisers, should make their own independent evaluation of Newcastle Building Society and of the rights attaching to, and risks of investing in, the Securities.
5. Third party information and opinions. Any information, representation or warranty on the Website prepared by or sourced from a party other than Newcastle Building Society (including, without limitation, any links to other websites) does not imply any endorsement or responsibility by Newcastle Building Society for the information therein, or any representation regarding any such information.
6. Forward-Looking Statements. The Information includes statements that are, or may be deemed to be, forward-looking statements. Such statements may be identified by reference to a future period or periods and the use of forward-looking terminology such as "may", "will", "could", "believes", "expects", "anticipates", "continues", "intends", "plans" or similar terms and related and similar expressions. Such statements are based on current expectations and are subject to risks and uncertainties that could cause actual results or developments to differ materially from any expected future events or results referred to in or implied by these forward-looking statements. You should note that actual results may, and often do, differ materially from expected or predicted results due to a range of factors. The forward-looking statements are only current as of its applicable or stated date and Newcastle Building Society has no obligation to update or revise any forward-looking statements, whether as a result of new information, future developments, occurrence of unanticipated events or otherwise.
7. Electronic systems. Documents and other information provided in electronic format may be altered or changed during the process of electronic transmission. Furthermore, you are responsible for protecting against viruses, malware and other destructive items. Your access to the website is at your own risk, and it is your responsibility to take precautions to ensure that your IT systems are and remain free from viruses, malware and other items of a destructive nature.
8. Click-through. this click-through, and any other acknowledgment, agreement or other type of click through button on the Website that is selected to evidence agreement or an acknowledgement shall have the same force and validity as a paper copy of an agreement that has been manually signed and delivered.

Limitation of liability and remedies

Newcastle Building Society does not make any representation or warranty as to the accuracy, adequacy or completeness of the Information, or the sufficiency or suitability of the Information for any purpose. To the fullest extent permitted by law, neither Newcastle Building Society nor any of its affiliates, nor any director, officer, employee, agent or representative of Newcastle Building Society or any of its affiliates, accepts any liability or responsibility whatsoever for any loss or loss of profit of any person arising out of or in connection with any access to the Website or any use of any of the Information contained on the Website. Newcastle Building Society disclaims any duty or obligation to you in respect of such Information (including as to verifying or correcting any Information).

Rights of third parties

No person may enforce any of the terms of the Terms and Conditions under the Contract (Rights of Third Parties) Act 1999, except that the respective subsidiaries (as such term is defined in the Companies Act 2006) of Newcastle Building Society shall have the benefit thereof and shall be entitled to enforce them.

The Terms and Conditions may be varied or terminated by Newcastle Building Society only. Notwithstanding any other term of the Terms and Conditions, the consent of any third party is not required for any variation or termination of the Terms and Conditions by Newcastle Building Society.

Governing law and jurisdiction

The Terms and Conditions and any non-contractual obligations arising out of or in connection with the Terms and Conditions are governed by, and shall be construed in accordance with, the laws of England.

By accessing the Website, you irrevocably agree that the English courts have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Terms and Conditions (including any disputes relating to any non-contractual obligations arising out of or in connection with the Terms and Conditions) (“Disputes”). By accessing the Website, you irrevocably submit to the jurisdiction of the English courts and waive any objection to proceedings relating to any Disputes in the courts of England whether on the ground of venue or on the ground that the Proceedings have been brought in an inconvenient forum.

Where acting as agent on behalf of a disclosed or undisclosed client in connection with the Securities, you make the foregoing confirmations, representations, warranties, undertakings and acknowledgements on behalf of yourself and your underlying client(s).

Click "I agree" below if you acknowledge and agree to the Terms and Conditions and agree to proceed on the basis of the Terms and Conditions.