This electronic message was sent by Wells Fargo Securities.
Wells Fargo Securities is the trade name for capital markets and investment banking services of Wells Fargo & Company and its subsidiaries.
This communication (including attachments) is for the sole use of the intended recipient(s) and may contain confidential information. Any unauthorized review, use, disclosure or distribution of this information is prohibited. If you are not the intended recipient, please delete this communication without retaining a copy and immediately notify the sender.
Prospective investors should conduct a thorough and independent review of the legal, tax, and accounting aspects of any proposed investment in light of their particular circumstances, and should read the offering document(s) before investing or sending money. Although the information set forth in this message may be reflective of the terms, as of the specified date, under which Wells Fargo Securities believes an issuance of securities or other obligations might be structured, no assurance can be given that such an issuance or structure will in fact be consummated and no specific issuer is obligated to issue such securities or obligations. All such information is not intended to be, and shall not be regarded or construed as, recommendations for, or an offer or commitment for, any financial transaction or any investment advice, and Wells Fargo Securities shall not be relied upon for the same without a specific, written agreement between us. Information contained herein has been obtained from sources believed to be reliable, but its accuracy or completeness is not guaranteed by Wells Fargo Securities, nor does Wells Fargo Securities assume any liability for any loss which may result from reliance thereon. Expressions of opinion contained herein are given in good faith, but are subject to change without notice. Any recipient that is a "Special Entity" within the meaning of 17 C.F.R. §23.401(c) of the United States Code of Federal Regulations and 17 C.F.R. § 240.15Fh-2(d), is hereby notified that this communication (including any attachments) does not, is not intended to, and should not be interpreted as an expression of an opinion within the meaning of Section 23.440 of Title 17 of the United States Code of Federal Regulations by any person on behalf of Wells Fargo & Company and its affiliates as to whether such Special Entity should enter into any swap, security-based swap, or trading strategy involving a swap or security-based swap.
This communication is for informational purposes only, is not an offer, solicitation, recommendation or commitment for any transaction or to buy or sell any security or other financial product (unless expressly stated otherwise and/or this communication is subject to 17 C.F.R. §§ 1.71 and 23.605 or Section 15F (j) of the Security Exchange Act ("SEA") and any Securities and Exchange Commission ("SEC") rule thereunder), and is not intended as investment advice or as a confirmation of any transaction (except for any transaction confirmation transmitted herewith). As such the products and/or services described in this communication may not be offered or sold, directly or indirectly, to any person resident or located in any jurisdiction where (1) the distribution of such information is contrary to the laws of such jurisdiction; or (2) such distribution is prohibited without obtaining the necessary licenses or authorizations by Wells Fargo or any of its branches, subsidiaries or affiliate offices, and such licenses or authorizations have not been obtained. This communication does not take into account your particular investment objectives, financial conditions, or needs and is not intended to serve as a basis for entering into any transaction or to suggest, through opinion, recommendation, or otherwise, you should enter into a particular transaction or trading strategy.
If this communication relates to an offering of US registered securities (i) a registration statement has been filed with the SEC, (ii) before investing you should read the filed documents, and (iii) you may obtain these documents by calling 1-800-326-5897 or visiting www.sec.gov. If this communication relates to a securities offering exempt from US registration, you should contact your sales rep for the complete disclosure package.
For the purposes of, and to the extent subject to, Commodity Futures Trading Commission ("CFTC") Regulations at 17 C.F.R. §§ 1.71 and 23.605 promulgated pursuant to the CEA, if this communication relates to one or more derivatives transactions regulated by the CFTC, this is a "solicitation" and is not a "research report" as defined in 17 C.F.R. §§ 1.71 and 23.605. For the purposes of, and to the extent subject to, Section 15F(j) of SEA and any SEC rule thereunder, if this communication relates to one or more SBS, this is a solicitation to enter into an SBS and not "research or analysis of the price or market" for an SBS. This communication should not be construed as a recommendation or opinion with respect to any derivative or trading strategy involving a derivative for purposes of CFTC Regulations Part 23 or the CEA or for the purposes of SEC Regulations Part 240 or the SEA.
Swap products subject to the CEA and SBS products subject to the SEA are transacted through and offered out of Wells Fargo Bank, N.A. ("WFBNA") and physically-settled commodities may be transacted through and offered out of Wells Fargo Commodities, LLC or WFBNA. To the extent any affiliate of WFBNA engages in swap or SBS activities, it does so for the purposes of hedging its own commercial risks or does so in a non-dealing capacity. Other than WFBNA, no subsidiaries of Wells Fargo & Company are in the business of making markets in swaps or SBS, engaging in transactions for the purposes of providing liquidity, or accommodating a market participant's demand for swaps subject to the CEA or SBS subject to the SEA. Swap and SBS clearing services are offered by Wells Fargo Securities, LLC.
If you are a "Special Entity" within the meaning of 17 C.F.R. §23.401(c) and 17 C.F.R. § 240.15Fh-2(d), you are hereby notified that this communication does not, is not intended to and should not be interpreted as an expression of an opinion within the meaning of 17 C.F.R. §23.440 by any person on behalf of Wells Fargo & Company and its subsidiaries as to whether you should enter into any swap or SBS or trading strategy involving a swap or SBS.
Neither the sender, WFBNA nor Wells Fargo Securities, LLC is acting as a municipal advisor and this communication is not intended to be, and does not constitute, advice within the meaning of Section 15B of the SEA.
Any market price, indicative value, estimate, view, opinion, data or other information in this communication is not warranted as to completeness or accuracy, is subject to change without notice, and Wells Fargo Corporate & Investment Banking ("CIB") accepts no liability for its use or to update or keep it current.
Any views or opinions are those of the individual sender, not necessarily of Wells Fargo & Company. Wells Fargo & Company and/or its affiliates may provide advice, may make markets in or may, from time to time, acquire, hold or sell positions in any of the securities to which this message and/or its attachment(s) relates, either for its own account or for the account of others. Expressions of opinion, including any attachments, contained herein are given in good faith, but are subject to change without notice.
This message contains information for the personal and confidential use of the intended recipient and may be confidential and/or otherwise protected from disclosure. Any unauthorized view or distribution of this message or any part of it is strictly prohibited. Wells Fargo Securities is required to retain electronic messages, which may be produced at the request of regulators or in connection with litigation. There is a risk that information contained in electronic messages has been modified, tampered with or corrupted. The accuracy or completeness of the information in this message is not guaranteed by Wells Fargo Securities, nor does Wells Fargo Securities assume any liability for any loss which may result from reliance thereon. This communication is not an offer to sell or the solicitation of an offer to buy any security in any jurisdiction where such an offer or solicitation would be prohibited.
Wells Fargo Securities is the trade name for the corporate banking, capital markets, and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to WFBNA, a swap dealer provisionally registered with the CFTC, a member of NFA, and a security-based swap dealer conditionally registered with the SEC, Wells Fargo Securities, LLC, a U.S. broker-dealer registered with the U.S. SEC and a member of NYSE, FINRA, NFA and SIPC, Wells Fargo Prime Services, LLC, a member of FINRA, NFA and SIPC, Wells Fargo Securities (Japan) Co., Ltd. ("WFSJ") (a Japan incorporated Type 1 and Type 2 financial instruments business operator registered with the Kanto Local Finance Bureau), Wells Fargo Securities International Limited and WFBNA London Branch (both of which are authorized and regulated by the U.K. FCA), Wells Fargo Securities Asia Limited (a Hong Kong incorporated company licensed and regulated by the Securities and Futures Commission to carry on Types 1, 2, 4 and 6 regulated activities, as defined in the Securities and Futures Ordinance of Hong Kong (the "SFO")), and Wells Fargo Securities Singapore Pte. Ltd. (a Singapore incorporated financial institution regulated by the Monetary Authority of Singapore to carry on business in the regulated activities of dealing in capital markets products and advising on corporate finance as defined in the Securities and Futures Act ("the SFA")). You should consult your own advisors for opinions on whether to enter into any transaction or trading strategy. Not all financial products offered under this trade name are securities, and unless otherwise expressly stated, financial products are not bank deposits or FDIC insured. Wells Fargo Securities, LLC, Wells Fargo Prime Services, LLC, Wells Fargo Securities Canada, Ltd., Wells Fargo Securities International Limited, Wells Fargo Securities (Japan) Co., Ltd., Wells Fargo Securities Asia Limited and Wells Fargo Securities Singapore Pte. Ltd. are distinct entities from affiliated banks and thrifts.
For Japan; If this communication relates to a securities offering, it may not be registered in Japan. WFSJ only distributes this communication to a professional customer (TOKUTEI TOUSHIKA) WFSJ does not expect this to be distributed to an ordinary customer (IPPAN TOUSHIKA) (as defined in defined in the Financial Instruments and Exchange Law (“FIEL”) Article 2-31 and Cabinet Office Order on Definitions under Article 2 of the Financial Instruments and Exchange Act of Japan (“the FIEA") Article 23). WFSJ does not guarantee any contents in this communication. The rating stated on the document may not be a credit rating assigned by a rating agency registered with the Financial Services Agency of Japan but a rating assigned by a group company of a registered rating agency. The rating agency groups call respectively Fitch Ratings, Moody's Investors Services or S&P Global Ratings. Any decision to invest in securities or transaction should be made after reviewing " Explanatory Note on Non-Registered Credit Ratings / 無登録格付に関する説明書 (PDF) "at WFSJ webpage.
For Singapore; This communication is not intended for, and should not be relied on by, any person other than non-individual accredited investors, expert investors and institutional investors (as defined in the SFA).
For Hong Kong; This communication is not intended for, and should not be relied on by, any person other than professional investors (as defined in the SFO).
In the context of any offering of securities, Wells Fargo Securities Asia Limited ("WFSAL") and other intermediaries are "capital markets intermediaries" (CMIs) subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (Code).
Associated Orders and Proprietary Orders
Prospective investors who are the directors, employees or major shareholders of the Issuer/Guarantor/Company (or equivalent, the Issuer), WFSAL or our group companies will be considered as having an association with the Issuer, us or our relevant group company. Prospective investors associated with the Issuer or us (including our group companies) should specifically disclose whether they have any such association to WFSAL (and we may be required to pass such information to the Issuer and certain other CMIs) when placing an order for such securities and should disclose, at the same time, if such orders may negatively impact the price discovery process in relation to the offering. Prospective investors who do not disclose their associations are deemed not to be so associated. Where prospective investors disclose such associations but do not disclose that such order may negatively impact the price discovery process in relation to the offering, such order is hereby deemed not to negatively impact the price discovery process in relation to the offering. If an investor is an asset management arm affiliated with WFSAL, such prospective investor should indicate when placing an order if it is for a fund or portfolio where WFSAL or its group company has more than 50% interest, in which case it will be classified as a "proprietary order" and subject to appropriate handling by CMIs in accordance with the Code and should disclose, at the same time, if such "proprietary order" may negatively impact the price discovery process in relation to the offering. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order is not such a "proprietary order". If a prospective investor is otherwise affiliated with WFSAL, such that its order may be considered to be a "proprietary order" (pursuant to the Code), such prospective investor should indicate to WFSAL when placing such order. Prospective investors who do not indicate this information when placing an order are hereby deemed to confirm that their order is not such a "proprietary order". Where prospective investors disclose such information but do not disclose that such "proprietary order" may negatively impact the price discovery process in relation to the offering, such "proprietary order" is hereby deemed not to negatively impact the price discovery process in relation to the offering.
Order Book Transparency
Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm, that orders placed with WFSAL are bona fide, are not inflated and do not constitute duplicated orders (i.e. two or more corresponding or identical orders placed via two or more CMIs). In addition, any other CMIs (including Private Banks) submitting orders with WFSAL should disclose the identities of all investors when submitting orders with us. When placing an order, Private Banks should disclose, at the same time, if such order is placed other than on a "principal" basis (whereby it is deploying its own balance sheet for onward selling to investors). Private Banks who do not provide such disclosure are hereby deemed to be placing their order on such a "principal" basis. Otherwise, such order may be considered to be an omnibus order (see further below) pursuant to the Code. Private Banks should be aware that placing an order on a "principal" basis may require WFSAL to apply the "proprietary orders" requirements of the Code to such order and will require WFSAL to apply the "rebates" requirements of the Code to such order. In the case of omnibus orders placed with WFSAL, CMIs (including Private Banks) should, at the same time, provide underlying investor information (name and unique identification number) in the format and to the relevant recipients indicated to you by WFSAL at the relevant time. Failure to provide such information may result in that order being rejected. In sharing such underlying investor information, which may include personal and/or confidential information, you (i) should take appropriate steps to safeguard the transmission of such information; (ii) are deemed to have authorized the collection, disclosure, use and overseas transfer (collectively, "Processing") of such information by/to WFSAL and/or any other third parties for the purposes of or connected to meeting the requirements under the Code or other rules or regulations where applicable (collectively, the "Purpose"); (iii) are deemed to have obtained the necessary informed consents to authorize the Processing of such information in accordance with (ii) above. In addition, prospective investors should be aware that certain information (which may include personal and/or confidential information) may be disclosed by us and other CMIs to the prospective investor. By placing an order with us, prospective investors are deemed to have authorized, and have obtained the necessary informed consents to authorize the collection, disclosure, use and overseas transfer of such information by WFSAL to the Issuer, certain other CMIs, relevant regulators and/or any other third parties for the Purpose, it being understood and agreed that such information shall only be used in connection with the relevant offering. Further information on how WFSAL Processes personal information can be found here and via our Wells Fargo website.
Rebates and Preferential Treatment
The terms and conditions of the relevant offering will be set out in full in the applicable offering document(s), pricing supplement or equivalent document. Prospective investors should be aware that a rebate, including a rebate to Private Banks for orders they place, may be payable upon closing of the offering based on the principal amount of the securities distributed by such Private Banks. If the applicable offering document(s), pricing supplement or equivalent document discloses any such rebate (including a rebate to Private Banks), prospective investors should contact their usual WFSAL Sales contact for further details, including the details required to be provided to prospective investors pursuant to Paragraph 21.3.7(b) of the Code. CMIs (including Private Banks) should not offer any rebates to prospective investor clients or pass on any rebates provided by the Issuer to prospective investors nor enter into any arrangements which may result in prospective investors paying different prices for the securities.
To understand how we use and protect personal information, access privacy policies and notices (“Notice”) here and via our Wells Fargo website. Communications exchanged with us are monitored and processed for compliance and other purposes described in the Notice for the location of the Wells Fargo entity that you have a relationship with. You consent by communicating with us.
