If you are an investment management firm authorised and regulated by the UK Financial Conduct Authority (FCA), in your consideration and compliance with the rules applicable to you regarding the use of dealing commissions, you may determine that you need to make a payment from your own funds for corporate access or ancillary services (henceforth the Services) provided to you by J.P. Morgan Securities plc (JPMS plc). When making this determination, the nature, value and appropriate compensation to be ascribed to such services should be considered.
For the avoidance of doubt, where JPMS plc is providing you with Services which have been originated on behalf of a corporate client, JPMS plc does not require payment in relation to such Services. In the instances where JPMS plc is not acting on behalf of a corporate client, please note there is a cost associated with the provision of such Services (including those that occur as part of a conference).
JPMS plc is itself regulated by the FCA and must comply with its obligations under the FCA’s rules, including the rules on inducements. Accordingly, where you determine you need to make a direct payment for Services, that payment should be a realistic reflection of the costs incurred in arranging the Services. JPMS plc would be happy to discuss the Services you receive and provide additional information as necessary in order for you to determine the invoice amounts.
J.P. Morgan Securities plc (JPMS plc) may provide corporate access services, and associated ancillary services, to certain corporate entities (Corporates). Such services may encompass the arrangement of events including roadshows, meetings, telephone calls and other means to bring together Corporates with current and potential investors (Investors) (each such event an Event and the provisions of such Events together being the Services). Certain Corporates may have a contract for the provision of the Services to them by JPMS plc or its affiliates (the Agreement).
JPMS plc hereby puts the Corporates it provides Services to on notice of the following important disclosures relating to its provision of the Services. To the extent that the Corporate has an Agreement in place, the terms of that Agreement shall prevail to the extent that there is any conflict with this disclosure.
All Events organised by JPMS plc as part of its provision of the Services are by invitation only. Invitations are non-transferable.
Compliance with applicable laws
As a condition to attending any Events, you represent that you will comply with and fulfil your obligations under applicable laws and regulations in attending such Event and will not breach such applicable laws or regulations.
In order to market Events and facilitate provision of the Services, JPMS plc must be able to use your name and logo. By confirming attendance at a JPMS plc Event, you will be deemed to provide your consent to JPMS plc to use your name and logo to market your presence at the Event.
You may not use JPMS plc’s name or logo without prior consent provided in writing by JPMS plc.
Payment for the Services
JPMS plc will discuss with you whether you will be required to pay to attend an Event before you attend such Event.
No reliance / no advice
No Service provided by JPMS plc to the Corporate shall include advice from JPMS plc on the legal, regulatory, tax or other consequences of Services and should not be relied upon by you for those or any other purposes.
Furthermore, any information provided to Corporates in furtherance of the provision of the Services, including information about Investors, market commentary, generic advisory material or other information communicated to you is not personalised to, tailored to or based on a consideration of your individual circumstance and accordingly should not be relied upon. Neither JPMS plc nor any of its affiliates gives any representation, warranty or guarantee as to the accuracy or completeness of any such information.
Exclusion of liability
To the fullest extent permitted by applicable law, JPMS plc shall not be liable to you for any loss suffered by you under or in connection with JPMS plc’s provision of the Services.
Governing law and jurisdiction
The provision of the Services will be governed by and construed in accordance with English law. Any disputes arising out of or in relation to the provision of the Services or any non-contractual obligations arising out of or relating to the Services will be submitted to the exclusive jurisdiction of the English courts.
For further information about the Services, please contact your usual J.P. Morgan Corporate Access representative.
Disclaimer: © 2016 JPMorgan Chase & Co. All rights reserved. J.P. Morgan is the global brand name for JPMorgan Chase & Co. and its subsidiaries and affiliates worldwide. J.P. Morgan Cazenove is a marketing name for the U.K. investment banking businesses and EMEA cash equities and equity research businesses of JPMorgan Chase & Co. and its subsidiaries, conducted primarily through J.P. Morgan Securities plc. Execution services are offered through J.P. Morgan Securities LLC (member of FINRA, NYSE and SIPC), J.P. Morgan Securities plc (a member of the London Stock Exchange and authorized by the Prudential Regulation Authority (PRA) and regulated by the Financial Conduct Authority and the PRA. Registered in England & Wales No. 2711006. Registered Office: 25 Bank Street, Canary Wharf, London E14 5JP), J.P. Morgan Securities (Asia Pacific) Limited (CE number AAJ321) (regulated by the Hong Kong Monetary Authority and the Securities and Futures Commission in Hong Kong), and other investment banking affiliates and subsidiaries of J.P. Morgan in other jurisdictions worldwide and registered with local authorities as appropriate. Please consult https://www.jpmorgan.com/global/cib/investment-banking for more information.