New Class A5 Notes 17 November 2016
IMPORTANT NOTICE This document and any related presentation is confidential and has been prepared by AA Bond Co Limited (the “Company”) solely for use in its presentation to prospective investors in connection with the proposed offering of securities described herein. By reviewing this document or otherwise viewing this presentation, you are agreeing to be bound by the conditions set forth herein. Any failure to comply with these conditions may constitute a violation of applicable securities laws. This document is being furnished to you solely for your information on a confidential basis and may not be taken away, reproduced, redistributed or passed on, in whole or in part, to any other person. By accepting the information contained herein, the recipient agrees to keep confidential at all times the information contained in it or made available in connection with it. This document and any related presentation is for the exclusive use of the persons to whom it is addressed and their professional advisers and shall not be copied, reproduced or distributed (in whole or in part) or disclosed by recipients to any other person nor should any person act on it. This document and any related presentations provide an indicative summary of the terms and conditions of the securities and the transactions described herein and may be amended, superseded or replaced by subsequent summaries. The final terms and conditions of the transactions and securities will be set out in full in the applicable transaction confirmation, offering document(s), pricing supplement, final terms or binding transaction document(s). Any decision to purchase the securities described herein in the context of the proposed transactions should be made solely on the basis of information contained in the actual offering documents relating to the securities, including the base prospectus, and your independent analysis thereof. This document and any related presentation is an advertisement and does not constitute an offering memorandum or prospectus intended for investors, in whole or part. Once it is available, you should consult the base prospectus for more complete information about the Company and the securities described herein. This document does not constitute or form part of, and should not be construed as, an offer to sell or issue, or the solicitation of an offer to buy or acquire, securities in any jurisdiction or an inducement to enter into any contract or commitment or investment activity whatsoever in relation to any securities. No part of this document, nor the fact of its distribution, should form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. Each of Credit Suisse Securities (Europe) Limited, The Royal Bank of Scotland plc, Lloyds Bank plc, Banco Santander, S.A., Barclays Bank PLC, and J.P. Morgan Securities plc ( together, the “Banks”) are acting solely as principal and not as advisor or fiduciary. This document shall not constitute an underwriting commitment, an offer of financing, an offer to b uy or sell, or the solicitation of an offer to buy or sell any securities, which shall be subject to the Banks’ respective internal approvals. No transaction or service related thereto is contemplated without the Banks’ subsequent formal agreement. The Banks may act as market-makers or trade on a principal basis, or have undertaken or may undertake to trade for its/their own account, transactions in the financial instruments or related instruments of any issuer discussed herein and may act as underwriters, placement agents, dealers, arrangers, advisors or lenders to such issuer. Each of the Banks and/or their respective affiliates and/or employees may hold a position in any securities or financial instruments mentioned herein. The Banks do not provide, and have not provided, any investment advice or recommendation to you in relation to the transactions or securities described herein and are not responsible for providing or arranging for the provision of any general financial, strategic or specialist advice, including legal, regulatory, accounting, model auditing or taxation advice or services or any other services in relation to the transactions or securities described herein. Accordingly, neither Bank is under any obligation to, and shall not, determine the suitability for you of the transactions or securities described herein. The information contained herein does not constitute investment, legal, accounting, regulatory, taxation or other advice and such information does not take into account your investment objectives or legal, accounting, regulatory, taxation or financial situation or particular needs. You are solely responsible for determining, on your own behalf or through independent professional advice, the merits, terms, conditions and risks of the transactions and securities described herein. You are also solely responsible for satisfying yourself that you are capable of assuming, and assume, the risks of any such transaction. Neither the Banks nor any of their respective subsidiaries, affiliates or ultimate holding companies, nor any of the subsidiaries or affiliates of such holding companies, nor the Company and its subsidiaries and affiliates, nor any of the respective directors, officers, employees, advisors, representatives or agents of any of the foregoing, accepts any liability whatsoever for any direct, indirect or consequential losses (in contract, tort or otherwise) arising from the use of this document or its contents or reliance on the information contained herein. The information contained in this document includes information obtained from Company records, publicly available sources and third party consultant reports and has not been independently verified by or on behalf of the Company, the Banks or any of their respective affiliates. Neither the Company nor the Banks nor any of their respective affiliates guarantee or make any representation or warranty, express or implied, with respect to, and no reliance should be placed on, the fairness, accuracy, completeness, or correctness of the information and opinions contained in this document and nothing in this document is, or shall be relied upon as a promise or representation by the Company, the Banks or any of their respective affiliates for the offering. Any data relating to past performance, modelling, scenario analysis or back-testing contained herein is no indication as to future performance. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any modelling, scenario analysis or back-testing. All opinions and estimates are given as of the date hereof and are subject to change. The value of any investment may fluctuate as a result of market changes. The information in this document is not intended to predict actual results and no assurances are given with respect thereto. It is not the intention to provide, and you may not rely on this document as providing, a complete or comprehensive analysis of the Company’s financial or trading position o r prospects. This document and any related presentation is not an offer of securities for sale in the United States. Any public offering to be made in the United States will be made by means of a prospectus that will contain detailed information about the Company as well as related financial statements. The Company does not intend to register any part of the contemplated transaction in the United States. This document may not be distributed to, directed at or viewed by any persons within the United States or transmitted to U.S. persons. The securities described herein have not been, and will not be, registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States except pursuant to another exemption from, or transaction not subject to, the registration requirements of the U.S. Securities Act. In relation to each Member State of the European Economic Area that has implemented Directive 2003/71/EC and any amendment thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State (the “Prospectus Directive”), this document and any related oral presentation may only be distributed to and acc essed by (a) legal entities which are qualified investors as defined in the Prospectus Directive, (b) fewer than 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), or in (c) any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall require the publication by the Company or any other person of a prospectus pursuant to Article 3 of the Prospectus Directive.
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