Information with respect to Warrants is set out in the Prospectus, copies of which are available upon request. The information set out below contains a summary of the risks, but is not a substitute for reading the prospectus.
The Warrants have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act") and, subject to certain exceptions, may not be offered or sold within the United States. Warrants can be volatile instruments. Purchasers of Warrants make certain representations and warranties as more particularly set out in "Risk Factors". Accordingly, prospective purchasers of the Warrants should ensure that they understand fully the nature of the instruments and must be prepared fully to sustain a total loss of their investment in the Warrants (see "Risk Factors" below).
By purchasing Warrants, a purchaser implicitly represents and warrants to the Issuer that, and is willing to assume that, the complexity and risks inherent in the Warrants are suitable for its objectives.
This Prospectus cannot disclose all of the risks and other significant aspects of the Warrants. No person should deal in the Warrants unless that person understands the nature of the relevant transaction and the extent of that person's exposure to potential loss. Each prospective purchaser of Warrants should consider carefully whether the Warrants are suitable for it in the light of its circumstances and financial position.
Prospective purchasers of Warrants should consult their own legal, tax, accountancy and other professional advisers to assist them in determining the suitability of the Warrants for them as an investment.
Transactions in off-exchange Warrants may involve greater risks than dealing in exchange-traded Warrants.
The market for the Warrants may be limited and this may adversely impact their value or the ability of a holder of Warrants to dispose of them. The Issuer has not given, and does not give, to any prospective purchaser of Warrants (either directly or indirectly) any assurance or guarantee as to the merits or performance of the Warrants and is under no obligation and makes no commitment to make a market in or to repurchase the Warrants. Warrants can be volatile instruments and may involve the risk of expiring worthless. Warrants are subject to a number of risks, including (i) sudden and large falls in value, (ii) changes in the price or market value of the Reference Assets and/or changes in the circumstances of the issuers of the Reference Assets, (iii) changes in the rates of exchange of any of the currencies in which the Reference Assets are denominated, and (iv) a complete or partial loss of the investment in the Warrants.
The Warrants involve a high degree of risk, which may include interest rate, corporate, market, foreign exchange, time value and/or political risks. Prospective purchasers of Warrants should recognise that their Warrants may expire worthless and, therefore, purchasers should be prepared to sustain a total loss of the purchase price of their Warrants. This risk reflects the nature of a Warrant as an asset which, other factors held constant, tends to decline in value over time and which may become worthless when it expires. See "Certain Factors Affecting the Value and Trading Price of Warrants" below. Assuming all other factors are held constant, the more a Warrant is "out-of-the-money" and the shorter its remaining term to expiration, the greater the risk that purchasers of such Warrants will lose all or part of their investment.
The risk of the loss of some or all of the purchase price of a Warrant upon expiration means that, in order to recover and realise a return upon his/her investment, a purchaser of a Warrant must generally have correctly anticipated the direction, timing and magnitude of an anticipated change in the value of the relevant share (or basket of shares), debt security (or basket of debt securities), index (or basket of indices), currency (or basket of currencies), interest rates, commodity (or basket of commodities) or other basis which may be specified in the applicable Supplement (the "Reference Asset"). With respect to European Style Warrants, the only means through which a holder can realise value from the Warrant prior to the Exercise Date in relation to such Warrant is to sell it at its then market price in a secondary market (if available). See "Possible Illiquidity of the Secondary Market" below.
Fluctuations in the price of the relevant security or value of the basket of securities will affect the value of share Warrants. Fluctuations in the value of the relevant index or basket of indices will affect the value of index Warrants. Also, due to the character of the particular markets on which securities are traded, the absence of last sale information and the limited availability of quotations for such securities may make it difficult for many investors to obtain timely, accurate data for the price or yield of such securities. Fluctuations in the value of the relevant commodity or basket of commodities will affect the value of commodity Warrants. Purchasers of Warrants risk losing their entire investment if the value of the relevant underlying basis of reference does not move in the anticipated direction.
Fluctuations in exchange rates of the relevant currency or basket of currencies will affect the value of currency Warrants. Furthermore, investors who intend to convert gains or losses from the exercise or sale of currency Warrants into their home currency may be affected by fluctuations in exchange rates between their home currency and the relevant currency (or basket of currencies). Currency values may be affected by complex political and economic factors, including governmental action to fix or support the value of a currency (or basket of currencies), regardless of other market forces. Purchasers of currency Warrants risk losing their entire investment if exchange rates of the relevant currency (or basket of currencies) do not move in the anticipated direction.
If additional warrants or options relating to particular currencies or particular currency indices are subsequently offered to the public, the supply of warrants and options relating to such currencies or currency indices, as applicable, in the market will increase, which could cause the price at which the Warrants and such other warrants and options which trade in the secondary market to decline significantly. Fluctuations in interest rates affecting the relevant subject interest rate will affect the value of interest rate Warrants. Interest rates may be affected by complex political and economic factors, including governmental action to raise or lower interest rates regardless of other market forces. Purchasers of interest rate Warrants risk losing their entire investment if interest rates do not move or remain in the anticipated direction.
Prospective purchasers of Warrants should be experienced with respect to options and options transactions, should understand the risks of transactions involving the relevant Warrants and should reach an investment decision only after careful consideration, with their advisers, of the suitability of such Warrants in the light of their particular financial circumstances, the information set forth herein, the information regarding the relevant Warrants set out in the applicable Supplement and the particular Reference Asset to which the value of the relevant Warrants may relate.
The Issuer may, if specified in the applicable Supplement, vary the settlement in respect of a particular series of Warrants and thereby at its sole and unfettered discretion elect not to pay the relevant Holders the Cash Settlement Amount and in lieu thereof, deliver or procure delivery of the Reference Asset to the relevant Holders.
The Settlement Amount at any time prior to expiration is typically expected to be less than the trading price of such Warrants at that time. Any difference between the trading price and the Settlement Amount will reflect, among other things, a "time value" for the Warrants. The "time value" of the Warrants will depend partly upon the length of the period remaining to expiration and expectations concerning the value of the Reference Asset. Warrants offer hedging and investment diversification opportunities but also pose some additional risks with regard to interim value. The interim value of the Warrants varies with the price and/or level of the Reference Asset, as well as by a number of other interrelated factors, including those specified herein.
Before acquiring, exercising or selling Warrants, Holders should carefully consider, among other things, (i) the trading price of the Warrants, (ii) the value and volatility of the Reference Asset, (iii) the time remaining to expiration, (iv) the probable range of Settlement Amounts, (v) any change(s) in interim interest rates and dividend yields, (vi) any change(s) in currency exchange rates, (vii) the depth of the market or liquidity of the Reference Asset and (viii) any related transaction costs.
If so indicated in the applicable Supplement, the Issuer will have the option to limit the number of Warrants exercisable on any date to the maximum number specified in the applicable Supplement and, in conjunction with such limitation, to limit the number of Warrants exercisable by any person on such date. In the event that the total number of Warrants being exercised on any date exceeds such maximum number and the Issuer elects to limit the number of Warrants exercisable on such date, a Holder may not be able to exercise on such date all Warrants that such Holder desires to exercise. Warrants to be exercised on such date will be selected at the discretion of the Issuer or in any other manner specified in the applicable Supplement. Unless otherwise specified in the applicable Supplement, the Warrants tendered for exercise but not exercised on such date will be automatically exercised on the next date on which Warrants may be exercised, subject to the same daily maximum limitation and delayed exercise provisions.
If so indicated in the applicable Supplement, a Holder must tender a specified minimum number of Warrants and integral multiples of Warrants thereafter at any one time in order to exercise. Thus, Holders with fewer than the specified minimum number of Warrants or specified multiples thereof will either have to sell their Warrants or purchase additional Warrants, incurring transaction costs in each case, in order to realise their investment. Furthermore, holders of such Warrants incur the risk that there may be differences between the trading price of such Warrants and the Settlement Amount of such Warrants.
Prospective purchasers intending to purchase Warrants to hedge against the market risk associated with investing in a Reference Asset should recognise the complexities of utilising Warrants in this manner. For example, the value of the Warrants may not exactly correlate with the value of the Reference Asset. Due to fluctuating supply and demand for the Warrants, there is no assurance that their value will correlate with movements of the Reference Asset. For these reasons, among others, it may not be possible to purchase or liquidate securities in a portfolio at the prices used to calculate the value of any relevant index or basket which comprise the relevant Reference Asset.
Unless otherwise specified in the Supplement, in the case of any exercise of Warrants, there will be a time lag between the time a Holder gives instructions to exercise and the time the applicable Settlement Amount relating to such exercise is determined. Any such delay between the time of exercise and the determination of the Settlement Amount, as the case may be, will be specified in the applicable Supplement or Conditions. However, such delay could be significantly longer, particularly in the case of a delay in exercise of Warrants arising from any daily maximum exercise limitation, or following the imposition of any exchange controls, other similar regulations affecting the ability to obtain or exchange any relevant currency (or basket of currencies) or, if there is any Settlement Disruption Event or Market Disruption Event on the Valuation Date. The applicable Settlement Amount may change significantly during any such period, and such movement or movements could decrease the Settlement Amount in respect of the Warrants being exercised and may result in such Settlement Amount being zero.
It is not possible to predict the price at which Warrants will trade in the secondary market or whether such market will be liquid or illiquid. The Issuer may seek admission of the Warrants to trading on the London Stock Exchange, or any other exchange as specified in the applicable Supplement. Warrants may also be unlisted. In the event of a delisting or suspension of trading on such exchange, the Issuer will use all reasonable efforts to list the relevant Warrants on another exchange. If any Warrants are not listed or traded on any exchange, pricing information for the Warrants may be more difficult to obtain and the liquidity of the Warrants may be adversely affected. In the event of circumstances which prevent Goldman Sachs International ("GSI") or other institutions from exercising their respective market-making functions in relation to the Warrants, liquidity in the Warrants may be adversely affected. To the extent that the secondary market in an issue of Warrants becomes illiquid, an investor may have to exercise such Warrants to realise value.
Certain affiliates of the Issuer (including GSI may from time to time advise the issuers of Reference Assets regarding transactions to be entered into by them, or engage in transactions involving one or more Reference Assets for their proprietary accounts and for other accounts under their management. Any such transactions may have a positive or negative effect on the value of such Reference Assets and therefore on the value of the Warrants to which they relate. Certain affiliates of the Issuer (including GSI) will also be the counterparty to the hedge of the Issuer's obligations under an issue of Warrants. Accordingly, certain conflicts of interest may arise both among these affiliates and between the interests of these affiliates and the interests of holders of Warrants.
If the Issuer determines that its performance under any Warrants has become unlawful or impractical in whole or in part for any reason, the Issuer may cancel such Warrants and, if permitted by applicable law, pay the holder of each such Warrant an amount equal to the fair market value of such Warrants notwithstanding such illegality less the cost to the Issuer of unwinding any underlying related hedging arrangements, all as determined by the Issuer in its sole and absolute discretion.
If the Calculation Agent determines that a Payment Disruption Event, Settlement Disruption Event or Market Disruption Event has occurred, any consequential postponement of or any alternative provisions for valuation provided in any Warrants may have an adverse effect on the value of such Warrants. See "Conditions of the Warrants - Payment Disruption Events and Payment Event Cut-Off Date, Settlement Disruption and Market Disruption Events" in the Prospectus.
The value of a Basket may be affected by the number of Reference Assets included in such Basket. Generally, the value of a Basket that includes Reference Assets from a number of companies or indices which gives relatively equal weight to each Reference Asset will be less affected by changes in the value of any particular Reference Asset included therein than a Basket that includes fewer Reference Assets or that gives greater weight to some Reference Assets. In addition, if the Reference Assets included in a Basket are all in a particular industry, the value of such a Basket will be more affected by the economic, financial and other factors affecting that industry than if the Reference Assets included in the Basket are in various industries that are affected by different economic, financial or other factors or are affected by such factors in different ways.
The Warrants are unsubordinated and unsecured obligations of the Issuer and will rank equally among themselves and, with the exception of certain obligations given priority by applicable law, will rank pari passu with all other present and future outstanding unsecured and unsubordinated obligations of the Issuer. See "Conditions of the Warrants - Status - Status" in the Prospectus.
The Issuer's business is currently limited to the Warrant issuance business contemplated by this Programme and an agency lending business as more fully described under "General Information on Goldman Sachs Europe" in the Prospectus.
This information has been prepared by the Equities Division of Goldman Sachs Europe ("GSE", and together with its affiliates "GS") and is not the product of the research department. It is for your general information only and does not solicit you to take any action or enter any transaction based on the information contained herein. This information does not constitute an offer, invitation or proposal to promote the warrants referred to herein to any person nor does it constitute a proposal to enter into any contractual relationship with GSE. Investing in warrants entails risk and you may lose your full investment. GSE is not recommending that warrants are a suitable investment for any category of investors or for investors in general. You should ensure that your broker provides you with the relevant Risk Warning. GSE does not provide regulatory, legal, accounting or tax advice. You are therefore encouraged to seek independent advice on these matters. This material has been prepared based upon information that GSE believes to be reliable. However, GSE does not represent that this material is accurate, complete and up to date and accepts no liability if it is not. Any historical price(s) or value(s) are also as of the date indicated. Goldman Sachs International may be the only market maker in the warrants referred to herein. GS may, by virtue of its status as an underwriter, advisor or otherwise, possess or have access to non-publicly available information relating to the companies and assets that are mentioned herein and shall be under no obligation to disclose such status or any public or non-public information. GS may from time to time be an active participant on both sides of the market and have long or short positions in, or buy and sell, securities, commodities, futures, options, warrants or other derivatives (together "investments") (on a principal basis or otherwise) identical or related to those mentioned herein and hedging activities by GS relating to the products referred to herein may affect the price of such investments and accordingly the price of such products. Further information may be obtained upon request from GSE's London office at 133 Fleet Street. Goldman Sachs is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority (“FCA”) and Prudential Regulation Authority(“PRA”). Your attention is drawn to the Important Information page.