NOTICE
THIS OFFERING MEMORANDUM IS AVAILABLE ONLY TO INVESTORS WHO ARE NOT US PERSONS (AS
DEFINED IN REGULATION S UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE “
US
SECURITIES ACT
”)) AND WHO ARE OUTSIDE OF THE UNITED STATES (AND, IF INVESTORS ARE
RESIDENT IN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA, WHO ARE QUALIFIED
INVESTORS).
IMPORTANT: You must read the following before continuing.
The following applies to the Offering Memorandum
following this notice, whether received by email or otherwise received as a result of electronic communication. You are
advised to read this disclaimer carefully before reading, accessing or making any other use of the Offering
Memorandum. In accessing the Offering Memorandum, you agree to be bound by the following terms and conditions,
including any modifications to them, each time you receive any information from the Group as a result of such access.
NOTHING IN THIS ELECTRONIC TRANSMISSION CONSTITUTES AN OFFER OF SECURITIES FOR SALE IN
ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO. THE SECURITIES HAVE NOT BEEN, AND WILL
NOT BE, REGISTERED UNDER THE US SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR OTHER JURISDICTION AND THE SECURITIES MAY NOT BE OFFERED OR SOLD
WITHIN THE UNITED STATES EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION
NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE US SECURITIES ACT AND APPLICABLE
STATE OR LOCAL SECURITIES LAWS.
THE FOLLOWING OFFERING MEMORANDUM WILL BE ACCESSIBLE IN ELECTRONIC FORMAT AND
YOU ACKNOWLEDGE THAT YOU RECEIVED THIS OFFERING MEMORANDUM IN A FORM THAT MAY
NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN
ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THIS
DOCUMENT IN WHOLE OR IN PART IS UNAUTHORIZED. FAILURE TO COMPLY WITH THIS DIRECTIVE
MAY RESULT IN A VIOLATION OF THE US SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER
JURISDICTIONS.
Confirmation of your representation:
In order to be eligible to view the Offering Memorandum or make an
investment decision with respect to the Notes, investors must be persons who are not US persons (as defined in
Regulation S under the US Securities Act) and who are located outside of the United States in offshore transactions in
reliance on Regulation S under the US Securities Act. Investors resident in a Member State of the European Economic
Area must be a qualified investor (within the meaning of Article 2(1)(e) of Directive 2003/71/EC and any relevant
implementing measure in each Member State of the European Economic Area). The Offering Memorandum is being sent
at your request. By accepting this e-mail and by accessing the Offering Memorandum, you shall be deemed to have
represented to the Group and the initial purchaser set forth in the attached Offering Memorandum (the “
Initial
Purchaser
”) that:
(1)
you acknowledge that you are receiving such Offering Memorandum in electronic format, and
(2)
either you and any customers you represent are outside the United States and that you are not located in the
United States, (and if you are resident in a Member State of the European Economic Area, you are a qualified
investor).
You are reminded that the Offering Memorandum has been delivered to you on the basis that you are a person into
whose possession the Offering Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction
in which you are located and you may not, nor are you authorized to, deliver the Offering Memorandum to any other
person.
Under no circumstances shall the Offering Memorandum constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be
unlawful.
The Offering Memorandum has not been approved by an authorized person in the United Kingdom. The notes may not
be offered or sold other than to persons whose ordinary activities involve these persons in acquiring, holding, managing
or disposing of investments (as principal or agent) for the purposes of their businesses or who it is reasonable to expect
will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where
the issue of the Notes would otherwise constitute a contravention of Section 19 of the Financial Services and Markets
Act 2000 (the “
FSMA
”) by us. In addition, no person may communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in
