Important disclosures Asia Pacific – Hong Kong Securities & Futures Commission Code of Conduct on Bookbuilding and Placing Activities
In the context of any offering of securities, Barclays may be a “capital market intermediaries” (“CMIs”) subject to Paragraph 21 of the Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission (“Code”). The below important notices are intended to communicate various obligations the Code imposes on us as a CMI, which require your cooperation and attention.
For more details, please refer to below.
Asia Pacific Debt Capital Markets
Associated Orders and Proprietary Orders
Prospective investors who are the directors, employees or major shareholders of the Issuer/Guarantor/Company (or equivalent, the “Issuer”), Barclays Bank PLC 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 associations to Barclays (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 a prospective investor is an asset management arm affiliated with Barclays, such prospective investor should indicate when placing an order if it is for a fund or portfolio where Barclays Bank PLC 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 Barclays in accordance with the SFC 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 Barclays, such that its order may be considered to be a “proprietary order” (pursuant to the SFC Code), such prospective investor should indicate to Barclays 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 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 Barclays 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 Barclays should disclose the identities of all investors when submitting orders with us (except for omnibus orders where underlying investor information should be provided to the OCs when submitting orders). When submitting orders with Barclays, 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 SFC Code. Private banks should be aware that placing an order on a “principal” basis may require Barclays to categorise it as a proprietary order and apply the “proprietary orders” requirements of the SFC Code to such order and will result in that private bank not being entitled to, and not being paid, any rebate. In the case of omnibus orders submitted to Barclays, CMIs (including private banks) that are subject to the SFC Code should disclose underlying investor information in respect of each order constituting the relevant omnibus order (failure to provide such information may result in that order being rejected). Underlying investor information in relation to omnibus orders should consist of:
· The name of each underlying investor;
· A unique identification number for each investor;
· Whether an underlying investor has any “Associations” (as used in the SFC Code);
· Whether any underlying investor order is a “Proprietary Order” (as used in the SFC Code);
· Whether any underlying investor order is a duplicate order.
In compliance with paragraph 21.3.5(b) of the SFC Code, in sharing such underlying investor information, which may be personal and/or confidential in nature, CMIs (including private banks) agree and warrant (i) to take appropriate steps to safeguard the transmission of such information (including to Barclays, as applicable); and (ii) that they have obtained the necessary consents from the underlying investors for the use, disclosure or transfer of such information (including to Barclays, as applicable). By submitting an order and providing such information (including to Barclays, as applicable) CMIs (including private banks) further warrant that they and the underlying investors have (and are hereby deemed to have) understood and consented to Barclays’ Privacy Notice available at https://www.cib.barclays/content/dam/barclaysmicrosites/ibpublic/documents/gdpr/asia-pacific-privacy-notice.pdf and to the collection, disclosure, use and transfer of such information by Barclays and/or any other third parties as may be required by the SFC Code, and solely for the purpose of complying with the SFC Code, during the bookbuilding process for the offering. Barclays may be asked to demonstrate compliance with its obligations under the SFC Code, and may request other CMIs (including private banks) to provide evidence showing compliance with the obligations above (in particular, that necessary consents have been obtained). In such event, other CMIs (including private banks) are required to provide Barclays with such evidence within three working days. In addition, prospective investors should be aware that certain information may be disclosed by us and other CMIs (including private banks) which is personal and/or confidential in nature to the prospective investor. By placing an order with us or any other CMIs (including private banks), prospective investors are deemed to have understood and consented to Barclays’ Privacy Notice (above) and to the collection, disclosure, use and transfer of such information by Barclays and/or any other third parties as may be required by the SFC Code, and solely for the purpose of complying with the SFC Code, during the bookbuilding process for the offering.
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 (other than in relation to securities subscribed by such private banks as principal whereby they are deploying their own balance sheet for onward selling to investors), may be payable upon closing of the offering based on the principal amount of the securities distributed by such private banks to investors. 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 Barclays Sales contact for further details, including the details required to be provided to prospective investors pursuant to Paragraph 21.3.7(b) of the SFC 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.
Asia Pacific Equity Capital Markets
Restricted Investors and Proprietary Orders
Prospective investors to whom the allocation of shares will be subject to restrictions or require prior consent from The Stock Exchange of Hong Kong Limited (“SEHK”) under The Rules Governing the Listing of Securities on the SEHK (“Listing Rules”) and other regulatory requirements or guidance issued by the SEHK from time to time (“SEHK Requirements”) would be considered as “Restricted Investors” (which includes (i) the directors or existing shareholders of the relevant issuer or their close associates (within the meaning of the Listing Rules), whether placing an order in their own names or through nominees; (ii) (in the case of an IPO or a placing of securities of a class new to listing) “connected clients” (within the meaning of the Listing Rules); (iii) such other persons to whom the allocation of shares will be subject to restrictions or require prior consent from SEHK under the SEHK Requirements (e.g. a connected person of a listed issuer)). Shares may only be allocated to Restricted Investors in accordance with applicable SEHK Requirements. Prospective investors should specifically disclose whether they are Restricted Investors to Barclays (and we may be required to pass such information to the Issuer and certain other CMIs) when placing an order for such securities. Prospective investors who do not disclose whether they are Restricted Investors are deemed not to be Restricted Investors. If an investor is an asset management arm affiliated with Barclays, such prospective investor should indicate when placing an order if it is for a fund or portfolio where Barclays Bank PLC 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 the Listing Rules 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 Barclays, such that its order may be considered to be a “proprietary order” (pursuant to the Code), such prospective investor should indicate to Barclays when placing such order and such orders will be subject to applicable requirements in accordance with the Code and the Listing Rules. 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 Barclays 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 Barclays 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. Private Banks who disclose that they are placing their order other than on a “principal” basis (i.e. they are acting as an agent) should note that such order may be considered to be an omnibus order (see further below) pursuant to the Code. Private Banks should be aware that if any of their group companies is a CMI of the relevant offering, placing an order on a “principal” basis may require Barclays to apply the “proprietary orders” requirements of the Code to such order, may result in such order being treated as from a “connected client” (to whom any allocation may only be made subject to restrictions or prior consent from the SEHK under the SEHK Requirements) and will require Barclays to apply the “rebates” requirements of the Code to such order. In the case of omnibus orders placed with Barclays, CMIs (including Private Banks) should, at the same time, provide certain underlying investor information (including name and relevant unique identification number) in the format and to the relevant recipients indicated to such CMIs by Barclays at the relevant time, in respect of each order constituting the relevant omnibus order. Failure to provide such information will result in that order being rejected. In compliance with paragraph 21.3.5(b) of the Code, in sharing such underlying investor information, which may be personal and/or confidential in nature, CMIs (including Private Banks) agree and warrant (i) to take appropriate steps to safeguard the transmission of such information (including to Barclays, as applicable); and (ii) that they have obtained the necessary consents from the underlying investors for the use, disclosure or transfer of such information (including to Barclays, as applicable). By providing the information (including to Barclays, as applicable) CMIs (including Private Banks) further warrant that they and the underlying investors have (and are hereby deemed to have) understood and consented to Barclays’ Privacy Notice available at https://www.cib.barclays/content/dam/barclaysmicrosites/ibpublic/documents/gdpr/asia-pacific-privacy-notice.pdf and to the collection, disclosure, use and transfer of such information by Barclays and/or any other third parties as may be required by the Code, and solely for the purpose of complying with the Code, during the bookbuilding process for the offering. Barclays may be asked to demonstrate compliance with its obligations under the Code, and may request other CMIs (including Private Banks) to provide evidence showing compliance with the obligations above (in particular, that necessary consents have been obtained). In such event, other CMIs (including Private Banks) are required to provide Barclays with such evidence within three working days. In addition, prospective investors should be aware that certain information may be disclosed by us and other CMIs (including Private Banks) which is personal and/or confidential in nature to the prospective investor. By placing an order with us or any other CMIs (including Private Banks), prospective investors are deemed to have understood and consented to Barclays’ Privacy Notice (above) and to the collection, disclosure, use and transfer of such information by Barclays and/or any other third parties as may be required by the Code, and solely for the purpose of complying with the Code, during the bookbuilding process for the offering.
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 documentation. If the applicable offering document(s), pricing supplement or equivalent documentation discloses any rebate (if permissible) (including a rebate to Private Banks), prospective investors should contact their usual Barclays 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 enable prospective investors to pay (in the case of an IPO) less than the total consideration as specified in the listing documents or (in the case of a non-IPO ECM transaction) different prices for each of the shares allocated.
Asia Pacific Equity-Linked Capital Markets
Associated Orders and Proprietary Orders
Prospective investors who are the directors, employees or major shareholders of the Issuer/Guarantor/Company (or equivalent, the “Issuer”), Barclays 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 Barclays (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 Barclays, such prospective investor should indicate when placing an order if it is for a fund or portfolio where Barclays Bank PLC 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 Barclays, such that its order may be considered to be a “proprietary order” (pursuant to the Code), such prospective investor should indicate to Barclays when placing such order and such orders will be subject to applicable requirements in accordance with the Code. 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.
Restricted Investors
Prospective investors to whom the allocation of the securities will be subject to restrictions or require prior consent from The Stock Exchange of Hong Kong (“SEHK”) under The Rules Governing the Listing of Securities on the SEHK and other regulatory requirements or guidance issued by SEHK from time to time (“SEHK Requirements”) (e.g. a connected person of a listed issuer) would be considered as “Restricted Investors”. The securities may only be allocated to Restricted Investors in accordance with applicable SEHK Requirements. Prospective investors who are Restricted Investors should specifically disclose whether they are Restricted Investors when placing an order for the securities. Prospective investors who do not disclose they are Restricted Investors are hereby deemed not to be Restricted Investors. This paragraph is applicable only to relevant equity-linked convertible or exchangeable securities issued by SEHK-listed issuers.
Order Book Transparency
Prospective investors should ensure, and by placing an order prospective investors are deemed to confirm, that orders placed with Barclays 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 Barclays 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. Private Banks who disclose that they are placing their order other than on a “principal” basis (i.e. they are acting as an agent) should note that such order may be considered to be an omnibus order (see further below) pursuant to the Code. Private Banks should be aware that if any of their group companies is a CMI of the relevant offering, placing an order on a “principal” basis may require Barclays to apply the “proprietary orders” requirements of the Code to such order and will require Barclays to apply the “rebates” requirements of the Code to such order. In the case of omnibus orders placed with Barclays, CMIs (including Private Banks) should, at the same time, provide certain underlying investor information (including name and relevant unique identification number) in the format and to the relevant recipients indicated to such CMIs by Barclays at the relevant time, in respect of each order constituting the relevant omnibus order. Failure to provide such information may result in that order being rejected. In compliance with paragraph 21.3.5(b) of the Code, in sharing such underlying investor information, which may be personal and/or confidential in nature, CMIs (including Private Banks) agree and warrant (i) to take appropriate steps to safeguard the transmission of such information (including to Barclays, as applicable); and (ii) that they have obtained the necessary consents from the underlying investors for the use, disclosure or transfer of such information (including to Barclays, as applicable). By providing the information (including to Barclays, as applicable) CMIs (including Private Banks) further warrant that they and the underlying investors have (and are hereby deemed to have) understood and consented to Barclays’ Privacy Notice available at https://www.cib.barclays/content/dam/barclaysmicrosites/ibpublic/documents/gdpr/asia-pacific-privacy-notice.pdf and to the collection, disclosure, use and transfer of such information by Barclays and/or any other third parties as may be required by the Code, and solely for the purpose of complying with the Code, during the bookbuilding process for the offering. Barclays may be asked to demonstrate compliance with its obligations under the Code, and may request other CMIs (including Private Banks) to provide evidence showing compliance with the obligations above (in particular, that necessary consents have been obtained). In such event, other CMIs (including Private Banks) are required to provide Barclays with such evidence within three working days. In addition, prospective investors should be aware that certain information may be disclosed by us and other CMIs (including Private Banks) which is personal and/or confidential in nature to the prospective investor. By placing an order with us or any other CMIs (including Private Banks), prospective investors are deemed to have understood and consented to Barclays’ Privacy Notice (above) and to the collection, disclosure, use and transfer of such information by Barclays and/or any other third parties as may be required by the Code and solely for the purpose of complying with the Code, during the bookbuilding process for the offering.
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 documentation. Prospective investors should be aware that a rebate, including a rebate to Private Banks for orders they place (other than in relation to securities subscribed by such Private Banks as principal whereby they are deploying their own balance sheet for onward selling to investors), may be payable upon closing of the offering based on the principal amount of the securities distributed by such Private Banks to investors. If the applicable offering document(s), pricing supplement or equivalent documentation discloses any such rebate (if permissible) (including a rebate to Private Banks), prospective investors should contact their usual Barclays 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.