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WELLS FARGO & COMPANY/MN — Capital/Financing Update 2021
Aug 2, 2021
10584_rns_2021-08-02_a50a2eb9-dcf4-4a8e-a002-754b4236918c.pdf
Capital/Financing Update
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SUPPLEMENTARY PROSPECTUS DATED 30 July 2021 TO THE BASE PROSPECTUS
DATED 7 April 2021
Wells Fargo & Company
(incorporated with limited liability in Delaware)
U.S.$50,000,000,000
Euro Medium Term Note Programme
This document constitutes a supplementary prospectus (the " Supplementary Prospectus ") to the base prospectus dated 7 April 2021, as supplemented by the supplementary prospectus dated 10 May 2021 (together, the " Base Prospectus ") for the purposes of Article 23 of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended (the " UK Prospectus Regulation ") and section 87G of the Financial Services and Markets Act 2000 (the " FSMA ") and is prepared in connection with the abovementioned Euro Medium Term Note Programme (the " Programme ") established by Wells Fargo & Company (the " Issuer ").
This Supplementary Prospectus has been approved by the United Kingdom Financial Conduct Authority (the " FCA "), as competent authority under the UK Prospectus Regulation, as a base prospectus supplement issued in compliance with the UK Prospectus Regulation. The FCA only approves this Supplementary Prospectus as meeting the standards of completeness, comprehensibility and consistency imposed by the UK Prospectus Regulation. Such approval should not be considered as an endorsement of the Issuer that is the subject of this Supplementary Prospectus. With effect from the date of this Supplementary Prospectus the information appearing in, or incorporated by reference into, the Base Prospectus shall be supplemented in the manner described below.
The purpose of this Supplementary Prospectus is to incorporate by reference the financial statements of the Issuer as of and for the three months ending 30 June 2021 as set out in the Form 10-Q (as defined below).
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IMPORTANT NOTICES
This Supplementary Prospectus is supplemental to, and should be read in conjunction with, the Base Prospectus. Terms defined in the Base Prospectus have the same meaning when used in this Supplementary Prospectus, unless the context otherwise requires.
To the extent that there is any inconsistency between (a) any statement in this Supplementary Prospectus or any statement incorporated by reference into the Base Prospectus by this Supplementary Prospectus and (b) any other statement in or incorporated in the Base Prospectus, the statements in (a) will prevail.
Except as disclosed in this Supplementary Prospectus, there has been no other significant new factor, material mistake or material inaccuracy relating to information included in the Base Prospectus which may affect the assessment of Notes issued under the Programme since the publication of the Base Prospectus.
The Issuer accepts responsibility for the information contained in this Supplementary Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Supplementary Prospectus is, to the best of its knowledge, in accordance with the facts and makes no omission likely to affect its import.
Neither the Dealers nor the Trustee nor any of their respective affiliates have independently verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Dealers or the Trustee nor any of their respective affiliates as to the accuracy or completeness of the information contained in this Supplementary Prospectus or for any acts or omissions of the Issuer or any other person in connection with the issue and offering of the Notes under the Programme. No Dealer or the Trustee nor any of their respective affiliates accepts any liability in relation to the information contained or incorporated by reference in this Base Prospectus or any other information provided by the Issuer in connection with the Programme. Neither the delivery of the Base Prospectus, this Supplementary Prospectus or any Final Terms nor the offering, sale or delivery of any Note shall, in any circumstances, create any implication that the information contained in the Base Prospectus or this Supplementary Prospectus is true subsequent to the date hereof or the date upon which the Base Prospectus has been most recently amended or supplemented or that there has been no adverse change, or any event reasonably likely to involve any adverse change, in the prospects or financial or trading position of the Issuer since the date thereof or the date upon which the Base Prospectus has been most recently amended or supplemented or that any other information supplied in connection with the Programme is correct at any time subsequent to the date on which it is supplied or, if different, the date indicated in the document containing the same.
The distribution of the Base Prospectus, this Supplementary Prospectus and any Final Terms and the offering, sale and delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession the Base Prospectus, this Supplementary Prospectus or any Final Terms comes are required by the Issuer and the Dealers to inform themselves about and to observe any such restrictions. For a description of certain restrictions on offers, sales and deliveries of Notes and on the distribution of the Base Prospectus, this Supplementary Prospectus or any Final Terms and other offering material relating to the Notes, see " Subscription and Sale " in the Base Prospectus. In particular, Notes have not been and will not be registered under the Securities Act. Subject to certain exceptions, Notes may not be offered,
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sold or delivered within the United States or to U.S. persons. U.S. laws and U.S. Treasury guidance apply to Notes issued in bearer form.
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FORM 10-Q FILING: WELLS FARGO & COMPANY
On 28 July 2021, Wells Fargo & Company filed its Quarterly Report as of and for the three months ended 30 June 2021 on Form 10-Q with the Securities and Exchange Commission (the " Form 10-Q ").
A copy of the Form 10-Q has been published on the website of the London Stock Exchange and has been filed with the National Storage Mechanism (and will be available for inspection at http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html and http://www.morningstar.co.uk/uk/nsm) and can be obtained, free of charge, from the Office of the Corporate Secretary, Wells Fargo & Company, Office of the Corporate Secretary, Wells Fargo Center, MAC N9305-173, Sixth and Marquette, Minneapolis, Minnesota 55479, United States of America and, by virtue of this Supplementary Prospectus the financial statements of the Issuer as of and for the three months ended 30 June 2021 as set out on pages 64 to 147 in the Form 10-Q are incorporated in, and form part of, this Supplementary Prospectus and the Base Prospectus.
Any information contained in the Form 10-Q which is not incorporated by reference in this Supplementary Prospectus is either not relevant to investors or is covered elsewhere in the Base Prospectus or this Supplementary Prospectus.
Notwithstanding anything in the Form 10-Q, nothing in the Form 10-Q should be taken as implying that the Issuer would be unable to comply with its obligations as a company with securities admitted to the Official List or as a supervised firm regulated by the Financial Conduct Authority.
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