Securitisation Information Memorandums
PLEASE READ CAREFULLY THE FOLLOWING TERMS AND CONDITIONS OF ACCESS (THE ’TERMS AND CONDITIONS‘), WHICH APPLY TO ALL PERSONS WHO PROCEED TO ACCESS AND VIEW THIS WEBSITE. THE TERMS AND CONDITIONS MAY BE ALTERED OR UPDATED. YOU SHOULD READ THEM IN FULL EACH TIME YOU VISIT THIS WEBSITE. 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 THESE TERMS AND CONDITIONS, DO NOT ACCESS THIS WEBSITE OR ANY OF THE MATERIAL CONTAINED HEREIN.
No offer or solicitation
The material on this web page and the web pages accessed through this web page (together, the ‘Website’) in relation to the borrowings of National Australia Bank Limited (ABN 12 004 044 937) (‘NAB’) and its controlled entities (the 'Group') is provided for information and as a matter of record only. This Website does not contain investment recommendations or advice and the information contained on it must not be construed as an indication or prediction of future results of the Group.
This Website does not constitute, and should not be construed as an invitation, inducement, solicitation or recommendation to invest or otherwise deal in, or an offer to sell or the solicitation of an offer to buy or subscribe for any security issued by any member of the Group. No purchase of any security described on this Website shall occur in any jurisdiction in which such purchase would be unlawful.
By accessing this Website, you represent and warrant to us that you are doing so for information purposes only.
Accuracy of Information
The material on this Website has no regard to the specific investment objectives, financial situation or needs of any recipient and should not be relied on when making any investment decision. No member of the Group provides any representation or warranty as to the fairness, accuracy, adequacy or completeness of any information contained in or referred to in the material on this Website. To the maximum extent permitted by law, each member of the Group and its directors, employees, agents and consultants exclude all liability for any loss or damage arising from the use of, or reliance on, the material contained on this Website.
The Group's borrowing programmes are amended, supplemented, updated and replaced from time to time. The information contained in or referred to in the material on this Website is given at the date of such information and should not be taken to be accurate at any other time. No representation or warranty, express or implied, is or will be made that the information contained in or referred to in the material on this Website is necessarily complete or up to date.
A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. Similar credit ratings for different types of issuers and on different types of securities do not necessarily mean the same thing. The significance of each credit rating should be analysed independently from any other credit rating.
No incorporation by reference
Unless it is explicitly stated in relation to a particular document in respect of a borrowing programme of the Group, no information on this Website (i) is incorporated by reference into any prospectus, offering circular, information memorandum or other offering document relating to any such borrowing programme or (ii) supplements any prospectus, offering circular or information memorandum in relation to any such borrowing programme. Any transactional summary or pool performance information in relation to securities issued in respect of the National RMBS Trusts or the nab Covered Bond Programme does not replace, supplement, form part of or update any prospectus or information memorandum.
This Website and the material contained on this Website do not purport to provide any financial, investment, tax, accounting or legal advice or recommendation. Before you enter into any transaction in relation to any securities referred to on this Website, you should obtain your own independent advice from your professional financial, accounting, legal, regulatory, tax or other advisers.
The material on this Website is provided in electronic form. Information transmitted via this medium may be altered or changed during the process of transmission and the Group accepts no liability or responsibility whatsoever in the event of any such alteration or change during transmission.
Unauthorised use of this Website or the material on this Website, including (without limitation) unauthorised access or misuse of any information posted to this Website, is strictly prohibited.
The materials on this Website may only be accessed by persons who are:
- not a 'retail client' within the meaning of section 761G of the Corporations Act 2001 of Australia; and
- sophisticated investors, professional investors or other investors in respect of whom disclosure is not required under Part 6D.2 (disregarding section 708(19)) or Chapter 7 of the Corporations Act 2001 of Australia.
In the United States
None of the borrowing programmes, facilities or securities described in the Website have been or will be registered under the U.S. Securities Act of 1933, as amended (the ‘Securities Act’), and none of them may be offered, sold or resold within the United States or to U.S. Persons (as defined in Regulation S under the Securities Act) except in transactions exempt from registration under the Securities Act. Each person who accesses this website in or from the United States or who is a U.S Person will be deemed to have represented, acknowledged and agreed that it is a Qualified Institutional Buyer (as such term is defined in the Securities Act) (‘QIB’).
In the United Kingdom
The material on this Website is not directed at, and may not be viewed by or distributed to, persons in the United Kingdom, except for persons (1) who are not UK retail investors* and (2) who: (i) have professional experience in matters relating to investments who fall within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (ii) are otherwise persons to whom it may lawfully be communicated (all such persons together being referred to as 'Relevant Persons').
Each person who accesses this Website in or from the United Kingdom will be deemed to have represented, acknowledged and agreed that it is a Relevant Person.
*as used above, a ‘UK retail investor’ means a person who is (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018 (the ‘EUWA’); and/or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (as amended, the ‘FSMA’) of the United Kingdom and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended or superseded), 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 United Kingdom domestic law by virtue of the EUWA (as amended or superseded); and/or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of United Kingdom domestic law by virtue of the EUWA (as amended or superseded).
In the European Economic Area
The material on this Website is not directed at, and may not be viewed by or distributed to, persons in any Member State of the European Economic Area, except for persons (i) who are not EEA retail investors** and (ii) who are 'qualified investors' within the meaning of Article 2 Regulation (EU) 2017/1129 (as amended or superseded, the 'EU Prospectus Regulation') (‘Qualified Investors’).
Each person who accesses this Website in or from a Member State of the European Economic Area will be deemed to have represented, acknowledged and agreed that it is (i) not an EEA retail investor; and (ii) a Qualified Investor.
** as used above, an ‘ EEA retail investor ’ means a person who is (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, ‘ MiFID II ’); and/or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, 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; and/or (iii) not a Qualified Investor.
The material on this Website is directed, in Canada, only at persons that (1) in the Province of Ontario, are an ‘accredited investor’, other than an individual, as defined in section 1.1 of National Instrument 45-106 Prospectus and Registration Exemptions ('NI 45-106') or (2) in any other Province, is an ‘accredited investor’, including an individual, as defined in NI 45-106. Each person who accesses this website in or from such jurisdictions in Canada will be deemed to have represented, acknowledged and agreed that it is an accredited investor within these meanings.
The material on this Website is provided for information and as a matter of record only and does not constitute advertising, a prospectus or a key information document (or an equivalent document) within the meaning of the Swiss Financial Services Act (‘FinSA’). Unless stated otherwise in the applicable final terms, the securities issued by NAB and/or the Group may not be publicly offered, sold, advertised or marketed, directly or indirectly, in or into Switzerland within the meaning of the FinSA, except to (i) any investor that qualifies as a professional client within the meaning of the FinSA or (ii) in any other circumstances falling within article 36 of the FinSA, provided that, in each case, no such offer of securities shall require the publication of a prospectus and/or the publication of a key information document (or an equivalent document) pursuant to the FinSA.
The material on this Website is not directed to any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan). In addition, the borrowing programmes or facilities described in the following pages have not been and will not be registered under the Financial Instruments and Exchange Act of Japan, as amended, (the ‘FIEA’) and may not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or re-sale, directly or indirectly in Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the FIEA and any other applicable laws, regulations and governmental guidelines of Japan. Each person who accesses this website in or from Japan or who is a resident of Japan will be deemed to have represented, acknowledged and agreed that it is a Qualified Institutional Investor (tekikaku kikan toshika) (as such term is defined in the Cabinet Ordinance Concerning Definitions under Article 2 of the Financial Instruments and Exchange Act of Japan, as amended) and therefore it has considerable expertise and experience in investments in financial instruments, including any products described on this Website.
In addition, the material on this Website does not constitute, and should not be construed as, an overview of debt securities products offered by NAB Japan Securities Limited, NAB’s securities business subsidiary in Japan, to any residents in Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan).
In New Zealand
The material on this Website is for distribution only to persons who are 'wholesale investors' as that term is defined in clauses 3(2)(a), (c) and (d) of Schedule 1 to the Financial Markets Conduct Act 2013 of New Zealand (‘FMCA’), being a person who is either an 'investment business', 'large' or a 'government agency', in each case as defined in Schedule 1 to the FMCA. For the avoidance of doubt, the material on this Website is not for distribution to, among others, any 'eligible investors' (as defined in clause 41 of Schedule 1 to the FMCA) or to any person who, under clause 3(2)(b) of Schedule 1 to the FMCA, meets the investment activity criteria specified in clause 38 of that Schedule. Each person who accesses this Website in or from New Zealand will be deemed to have represented, acknowledged and agreed that it is a ‘wholesale investor’ as that term is defined in clauses 3(2)(a), (c) or (d) of Schedule 1 to the FMCA.
Other legal considerations
The access and/or distribution of material on this Website may be restricted by local law in jurisdictions in addition to those jurisdictions mentioned above. Persons accessing this Website should inform themselves about, and observe, any such restrictions.
By accessing this Website, you confirm and acknowledge that you are (and any person for whom, or on whose behalf, you are acting is) a person to whom the materials on this 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.
None of NAB, any other member of the Group or any of their directors, employees, agents or advisers accepts any liability whatsoever for any loss (including, without limitation, any liability arising from any fault or negligence on the part of NAB, any other member of the Group or their respective directors, employees, agents or advisers) arising from access to material on this Website by any person not entitled to do so.
Website User Agreement
By accepting access to this Website pursuant to the stated terms and conditions above, you agree to keep confidential, at all times, information contained on it. This Website is for your exclusive use and its content shall not be copied, reproduced, distributed (in whole or in part) or disclosed by you.
Where acting as agent on behalf of a disclosed or undisclosed client in connection with any securities of the Group, you make the foregoing confirmations and acknowledgements on behalf of yourself and your underlying client(s).
Due to legal reasons, your access to this Website is restricted. For information, please contact: NAB Debt Investor Relations.