Disclaimer for email

Terms and Conditions of Use for Fearnley Email Communications

Please closely review the following terms and conditions, which govern all email communications (“Communications”) between you and Fearnley Securities AS (together with its affiliated parties, “Fearnley”).   Your use of Communications with Fearnley shall be deemed as consent to these terms and conditions.

Unless specifically stated in a Communication, you may not duplicate, redistribute or forward the Communication, in whole or in part, by any means to any other party.  Access, copying or re-use of a Communication, in whole or in part, by an unintended or unauthorized recipient is prohibited. If you are an unintended recipient of a Communication, please notify the sender immediately and destroy all copies of the Communication.

Communications are subject to archiving, monitoring and regulatory and legal production in accordance with Fearnley internal practices and pursuant to applicable legal and regulatory requirements.  Such aspects may involve, and be subject to laws and regulations of, jurisdictions other than the country in which you are located and may differ substantially from those to which you are accustomed. 

Communications may contain privileged or confidential information, or may otherwise be protected by work product immunity or other legal rules. No confidentiality or privilege is waived or lost by any misdirection of a Communication. Fearnley retains all intellectual property rights with respect to any Communication.  Communications are not intended for distribution to, or use by, any person or entity in any location where such distribution or use would be contrary to law or regulation, or which would subject any Fearnley party to any registration requirement within such location.  

Unless otherwise indicated in a Communication, all views expressed therein are those of the author.  Such views may differ from those of other parties within Fearnley, including with respect to recommendations of the Fearnley Securities AS Research Department.  As confidentiality and informational controls restrict the exchange of information between different entities and departments of Fearnley, employees preparing Communications may be prevented from utilizing or knowing information possessed by Fearnley that may be relevant to Communication recipients.

Communications are for informational purposes only and do not constitute any offer to sell, or the solicitation of an offer to buy, any security or investment product.  Communications are to be construed as of the date of their creation and are subject to change at any time without notice.  No Fearnley party makes any representation, whether express or implied, with respect to the completeness or accuracy of any Communication, or for the fitness of the information therein for any purpose.  Fearnley provides no assurance regarding Communication cybersecurity, or data or transmission integrity, and disclaims all liability with regard to Communications impacted by cybercriminal activities.

As Fearnley does not engage in portfolio investment management and advisory services, no Communication shall constitute any investment planning, legal, regulatory, tax or compliance advice.  No Communication shall be construed as a representation that securities or services described therein are suitable for any specific investor.  Investment professionals and investors must obtain sufficient information and independently ascertain the legal, financial, tax and regulatory consequences of any investments they consider. No assurance can be given that any investment objective will be achieved or that substantial losses will not be suffered; past performance is not indicative of future results.  Fearnley accepts no responsibility for, and expressly disclaims all liabilities for, any losses, direct or indirect, or any other kind of damage resulting from reliance upon or use of a Communication or information contained therein.    

Fearnley parties may be subject to conflicts of interests with respect to products or services referenced in Communications as a result of Fearnley activities in various roles with clients, for example as a distributor, holder of principal investment positions, investment banking adviser, or lender.  Fearnley parties may receive fees, brokerage or commissions for acting in such capacities, may buy or sell products as principal or agent on behalf of its clients, and may effect transactions which are inconsistent with a Communication. 

Fearnley Securities AS is registered in the Norwegian registry of business enterprises under registration no. 945 757 647 and is licensed and supervised by The Financial Supervisory Authority of Norway (Finanstilsynet).

Fearnley Securities, Inc. is a U.S. broker-dealer, registered with the Securities and Exchange Commission and a Member of the Financial Industry Regulatory Authority.  Its primary offices are located at 880 Third Avenue, 16th Floor, New York, New York 10022.

Additional Terms and Conditions for Communications Involving Research

The following additional terms and conditions apply to the extent a Communication includes or refers to a “Recommendation” of the Fearnley Securities AS Research Department.

Recommendations are distributed by Fearnley Securities AS as a service to institutional clients and are intended for institutional use only.  Recommendations are provided for informational purposes only and do not constitute a solicitation to buy or an offer to sell any securities, nor do they constitute any form of investment advice, whether as defined in the Norwegian Securities Trading Act Section 2-4 (1) or otherwise. 

Opinions expressed in a Recommendation reflect the author’s judgment at the original time of publication, without regard to the date on which a party may receive such information, and are subject to change without notice.  All such opinions should be independently confirmed by any recipient of a Recommendation prior to making any investment decision.  Recommendations may be unsuitable for certain investors depending on their specific investment objectives, risk tolerance and financial position.

Communications that involve Recommendations may be furnished to certain U.S. recipients in reliance upon Rule 15a-6 ("Rule 15a-6") under the U.S. Securities Exchange Act of 1934.  Such Communications are intended solely for “major U.S. institutional investors” (as such term is defined in Rule 15a-6, an “MII”) and may not be used or relied upon by any other person for any purpose.  Any U.S. recipient of a Recommendation represents and agrees, by its acceptance thereof, that it is a MII and that it understands the risks involved in executing transactions in such securities.  Any U.S. recipient of a Recommendation that wishes to discuss or receive additional information regarding the Recommendation, or to engage in any transaction to purchase or sell or solicit or offer the purchase or sale of any security that is the subject of such Recommendation, should contact Fearnley Securities, Inc. via telephone at +1 (212) 277-3600.  Any transaction in such a security by a U.S. person (other than a registered U.S. broker-dealer or bank acting in a broker-dealer capacity) must be effected with or through Fearnley Securities, Inc. 

Recommendations are prepared by non-U.S. research analysts of Fearnley Securities AS and, as such, may not be subject to all requirements applicable to U.S.-based analysts. To the extent a Recommendation relates to non-U.S. securities, note that investing in non-U.S. securities may entail particular risks. Such securities may not be registered under the U.S. Securities Act of 1933, as amended, and the issuer of such securities may not be subject to U.S. reporting and/or other U.S. requirements.  Financial statements included in a Recommendation with respect to such securities, if any, may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies.  Available information regarding the issuers of such securities may be limited, and such issuers may not be subject to the same auditing and reporting standards as U.S. issuers.  Fluctuations in the values of national currencies, as well as the potential for governmental restrictions on currency movements, can significantly erode principal and investment returns. Market rules, conventions and practices may differ from U.S. markets, adding to transaction costs or causing delays in the purchase or sale of such securities. Securities of some non- U.S. companies may not be as liquid as securities of comparable U.S. companies.

Recommendations may include forward-looking statements within the meaning of U.S. federal securities laws that are subject to risks and uncertainties. Factors that could cause a company’s actual results and financial condition to differ from expectations include, without limitation, political uncertainty, changes in general economic conditions that adversely affect the level of demand for the company’s products or services, changes in foreign exchange markets, changes in international and domestic financial markets and in the competitive environment, and other factors relating to the foregoing. All forward-looking statements contained in Recommendations are qualified in their entirety by this cautionary statement.