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Goldman Sachs Global Banking & Markets MAR Investment Recommendation Disclosures

Sales, trading and private side personnel employed by Goldman Sachs Global Banking & Markets, of one or more affiliates of The Goldman Sachs Group, Inc. (together with its affiliates, “Goldman Sachs”) produce trade ideas and sales notes which fall within the definition of “investment recommendations” under Article 3(1)(35) of Regulation (EU) No 596/2014 on market abuse (including as that Regulation is implemented into United Kingdom (“UK”) domestic law and regulation following the UK’s departure from the EU and the EEA (“Brexit Day”)) (“MAR”). The Goldman Sachs Global Banking & Markets business produces trade ideas and sales notes with respect to equities, fixed income securities, derivatives and other related products. Materials produced by the Goldman Sachs Global Banking & Markets business which do not make any recommendation or suggestion concerning specific financial instruments or issuers of financial instruments, such as materials which discuss macro-economic trends or strategy, and reports or sales commentaries or targeted communications, are not regarded as investment recommendations for the purposes of these disclosures.

Goldman Sachs International (“GSI”) is authorised by the Prudential Regulation Authority (“PRA”) and regulated by the FCA and the PRA. GSI may distribute investment recommendations in Belgium, Denmark, Finland, Ireland, Italy, Liechtenstein, Luxembourg, Norway and the United Kingdom.

Goldman Sachs International, Sucursal en España (Madrid branch) is a Spanish branch of GSI authorised in Spain by the Comisión Nacional del Mercado de Valores (CNMV). GSI Madrid branch may distribute investment recommendations in Spain.

Goldman Sachs Paris Inc. et Cie is authorised and regulated by the French Autorité de Contrôle Prudentiel et de Résolution (ACPR) and the Autorité des Marchés Financiers (AMF).

Goldman Sachs International – Succursale de Paris (Paris branch) is a French branch of GSI which is authorised and regulated in France by the ACPR and the AMF. GSI Paris branch may distribute investment recommendations in France.

Goldman Sachs International, Sweden Bankfilial (Stockholm branch) is a Swedish branch of GSI that has been authorised by the Swedish Financial Supervisory Authority (Finansinpektionen) (SFSA) as a “third-country branch” in accordance with Chapter 4, Section 4 of the Swedish Securities and Market Act (Sw. lag (2007:528) om värdepappersmarknaden). GSI Stockholm branch may distribute investment recommendations in the Kingdom of Sweden.

Goldman Sachs Bank Europe SE (“GSBE”) is, within the Single Supervisory Mechanism established between those Member States of the EU whose official currency is the Euro, subject to direct prudential supervision by the European Central Bank and in other respects supervised by the German Federal Financial Supervisory Authority Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and Deutsche Bundesbank. GSBE or one of its branches (see details below) may distribute investment recommendations in the Federal Republic of Germany and those jurisdictions within the European Economic Area where GSI is not authorised to disseminate investment recommendations.

Goldman Sachs Bank Europe SE, Copenhagen branch, filial af Goldman Sachs Bank Europe SE, Tyskland is a Danish branch of GSBE passported under Directive 2013/36/EU.

Goldman Sachs Bank Europe SE, London Branch, a UK branch of GSBE passported under Directive 2013/EU and which is, to a limited extent, subject to local supervision by the FCA.

Goldman Sachs Bank Europe SE, Sucursal en España (Madrid branch) is a Spanish branch of GSBE passported under Directive 2013/36/EU and is, to a limited extent, subject to local supervision by the Bank of Spain.

Goldman Sachs Bank Europe SE, Succursale Italia (Milan branch) is an Italian branch of GSBE passported under Directive 2013/36/EU and is, to the relevant applicable extent, subject to local supervision by the Bank of Italy (Banca d’Italia) and the Italian Companies and Exchange Commission (Commissione Nazionale per le Società e la Borsa “Consob”).

Goldman Sachs Bank Europe SE – Succursale de Paris (Paris branch) is a French branch of GSBE passported under Directive 2013/36/EU and is also supervised by the AMF and the ACPR.

Goldman Sachs Bank Europe SE, Sweden Bankfilial (Stockholm branch) is a Swedish branch of GSBE passported under Directive 2013/36/EU and is, to a limited extent, subject to local supervision by the SFSA.

Please refer to https://www.goldmansachs.com/disclaimer/salesandtrading for the list of GS entities which may distribute investment recommendations outside of the UK and the EEA.

A. RELEVANT DATES AND TIMES

The production of the recommendation was completed as of the time stamp on the communication containing the recommendation. There is no plan to update the recommendation and it should be treated as a one-time communication. The prices of any financial instruments referenced in the recommendation are current as of the time stamp on the communication containing the recommendation. The relevant recommendation is valid only on the date of its distribution, unless otherwise stated in its contents.

B. BASIS OF VALUATION, METHODOLOGY AND UNDERLYING ASSUMPTIONS AND INFORMATION ON PROPRIETARY MODELS

Unless otherwise indicated in the recommendation, no valuation methodology has been used by the producer of the investment recommendation. The recommendation takes into account market colour, information provided by news agencies and general trading trends and does not reflect an analysis of the fundamental economic value of the instrument or instruments or of the issuer included in the investment recommendation.

C. MEANING OF RECOMMENDATIONS MADE

A BUY recommendation means the security is expected to outperform its relevant benchmark in the near term.

A SELL recommendation means the security is expected to underperform its relevant benchmark in the near term.

A HOLD recommendation means the security is already appropriately valued by the market and is expected to perform in line with its relevant benchmark in the near term.

STRATEGY means that the recommendation relates to a trading strategy which either does not entail any securities or encompasses a number of instruments and/ or securities without a recommendation in respect to a specific security.

D. ISSUER-SPECIFIC REGULATORY DISCLOSURES

To the extent that issuers are identified in the investment recommendation, the following disclosures relate to relationships between Goldman Sachs and the issuer(s):

  • Information on beneficial owners of more than 5% of the common stock of The Goldman Sachs Group, Inc. based on filings made under Section 13(d) and Section 13(g) of the Exchange Act, is contained in the most recent Proxy Statement issued by The Goldman Sachs Group, Inc., which can be found on https://www.goldmansachs.com/investor-relations/financials/proxy-statements/index.html
  • Goldman Sachs may be a market maker or liquidity provider in the financial instruments of the Issuer. For more details please refer to http://www.goldmansachs.com/research/hedge.html.
  • Information on whether Goldman Sachs has in the past 12 months been lead manager or co-lead manager of a publicly disclosed offer of financial instruments of the Issuer can be found on http://www.goldmansachs.com/research/hedge.html.
  • The Goldman Sachs Global Banking & Markets business is not party to an agreement with the issuer, which may impact this investment recommendation, relating to the provision of services of investment firms set out in Sections A and B of Annex I of Directive 2014/65/EU.
  • The Goldman Sachs Global Banking & Markets business does not enter into agreements with issuers for the production of recommendations.
  • The Goldman Sachs Global Banking & Markets business does not disclose its recommendations to the issuer and therefore no amendment to the recommendation may be made due to such disclosure.
  • Persons involved in the production of the recommendation have not received or acquired shares prior to the public offering of the shares of the issuer.

E. DISCLOSURE OF INTERESTS OR CONFLICTS OF INTERESTS

Prepared by a Goldman Sachs sales and trading desk or private side personnel of the Global Banking & Markets business, which may have a position in the products mentioned that is inconsistent with the views expressed in this material. In evaluating this material, you should know that it could have been previously provided to other clients and/or internal Goldman Sachs personnel, who could have already acted on it. The views or ideas expressed here are those of the desk and/or author only and are not an “official view” of Goldman Sachs; others at Goldman Sachs may have opinions or may express views that are contrary to those herein. This material is not independent advice and is not a product of Global Investment Research. This material is a solicitation of derivatives business generally, only for the purposes of, and to the extent it would otherwise be subject to, §§ 1.71 and 23.605 of the U.S. Commodity Exchange Act.

We are a full-service, integrated investment banking, investment management, and brokerage firm. The professionals who prepared this material are paid in part based on the profitability of The Goldman Sachs Group, Inc., which includes earnings from the firm’s trading, capital markets, investment banking and other business. They, along with other salespeople, traders, and other professionals may provide oral or written market commentary or trading strategies to our clients that reflect opinions that are contrary to the opinions expressed herein or the opinions expressed in research reports issued by our Research Departments, and our market making, investing and lending businesses may make investment decisions that are inconsistent with the views expressed herein. In addition, the professionals who prepared this material may also produce material for, and from time to time, may advise or otherwise be part of our trading desks that trade as principal in the securities mentioned in this material. This material is therefore not independent from our market making, investing and lending interests, which may conflict with your interests. We and our affiliates, officers, directors, and employees, including persons involved in the preparation or issuance of this material, may from time to time have “long” or “short” positions in, act as principal in, and buy or sell the securities or derivatives (including options) thereof in, and act as market maker or specialist in, and serve as a director of, companies mentioned in this material. In addition, we may have served as manager or co manager of a public offering of securities by any such company within the past three years.  Please refer to the applicable disclosures above.

F. PERSONAL DISCLOSURE OF INTERESTS OR CONFLICTS OF INTERESTS

The professionals who prepared this material have disclosed any personal conflicts of interest in the body of the material.

DISCLAIMERS

Not a Fiduciary: To the extent this material is provided to an employee benefit plan or account subject to the Employee Retirement Income Security Act of 1974 or Section 4975 of the Internal Revenue Code, this material is provided solely on the basis that it will not constitute investment advice and will not form a primary basis for any person’s or plan’s investment decisions, and nothing in this material will result in Goldman Sachs becoming a fiduciary or advisor with respect to any person or plan. To the extent this material is provided to any other recipient, this material is provided solely on the basis that the recipient has the capability to independently evaluate investment risk and is exercising independent judgment in evaluating investment decisions in that its investment decisions will be based on its own independent assessment of the opportunities and risks presented by a potential investment, market factors and other investment considerations.

Not a Municipal Advisor: Except in circumstances where Goldman Sachs expressly agrees otherwise in writing, Goldman Sachs is not acting as a municipal advisor and the opinions or views contained herein are not intended to be, and do not constitute, advice, including within the meaning of Section 15B of the Securities Exchange Act of 1934.

Reproduction and Re-Distribution: Without our prior written consent, no part of this material may be (i) copied, photocopied or duplicated in any form by any means or (ii) redistributed. Notwithstanding anything herein to the contrary, and except as required to enable compliance with applicable securities law, you (and each of your employees, representatives and other agents) may disclose to any and all persons the U.S. federal income and state tax treatment and tax structure of the transaction and all materials of any kind (including tax opinions and other tax analyses) that are provided to you relating to such tax treatment and tax structure, without Goldman Sachs imposing any limitation of any kind.

Information Not for Further Dissemination. To the extent this communication contains Goldman Sachs’ pricing information, such pricing information is proprietary and/or confidential and is provided solely for the internal use of the intended recipient(s). You are notified that any unauthorized use, dissemination, distribution or copying of this communication or its contents, including pricing information, in whole or in part, is strictly prohibited. Further, unless prohibited by local law, any use, review or acceptance of this information is subject to and manifests your agreement with Goldman Sachs to use such information only in accordance with the terms set forth above. Goldman Sachs has caused its proprietary information to be delivered to you in reliance upon such agreement.