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PLAN OF DISTRIBUTION
Subject to the terms and conditions contained in the purchase agreement among the Issuer, the Guarantors and the Initial
Purchaser to be dated 24 July 2014 (the “
Purchase Agreement
”), the Issuer has agreed to sell to the Initial Purchaser,
and the Initial Purchaser has agreed to purchase from the Issuer, the entire principal amount of the Notes.
The Purchase Agreement provides that the Initial Purchaser will purchase all of the Notes being sold pursuant to the
Purchase Agreement if any of them are purchased.
The Initial Purchaser initially proposes to offer the Notes for resale at the issue price that appears on the cover page of
this Offering Memorandum. After the initial offering, the Initial Purchaser may change the offering price and any other
selling terms without notice. The Initial Purchaser may offer and sell Notes through certain of its affiliates.
In the Purchase Agreement, the Issuer and the Guarantors have jointly and severally agreed:
• Not to offer, sell, contract to sell or otherwise dispose of any securities issued or guaranteed by the Issuer or
Guarantors that are substantially similar to the Notes, for a period through and including the date that is 30 days after
the Closing Date (as defined therein) without the prior written consent of the Initial Purchaser.
• To indemnify the Initial Purchaser against certain liabilities, including liabilities under the US Securities Act, or
contribute to payments that the Initial Purchaser may be required to make in respect of those liabilities.
The Notes have not been and will not be registered under the US Securities Act or the securities laws of any other place.
In the Purchase Agreement, the Initial Purchaser has agreed that:
• The Notes may not be offered or sold within the United States or to US persons except pursuant to an exemption
from the registration requirements of the US Securities Act or in transactions not subject to those registration
requirements.
• During the initial distribution of the Notes, it will offer or sell Notes only to persons outside the United States in
compliance with Regulation S.
• In addition, until 40 days following the later of the commencement of this offering and the Closing Date (as defined
therein), an offer or sale of the Notes within the United States by a dealer (whether or not participating in the
offering) may violate the registration requirements of the US Securities Act unless the dealer makes the offer or sale
in compliance with an exemption from registration under the US Securities Act.
In the Purchase Agreement, the Initial Purchaser has represented and agreed that:
• it has only communicated or caused to be communicated and will only communicate or cause to be communicated
an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial
Services and Markets Act 2000) received by it in connection with the issue or sale of the Notes in circumstances in
which Section 21(1) of the Financial Services and Markets Act 2000 does not apply to the Issuer; and
• it has complied and will comply with all applicable provisions of the Financial Services and Markets Act 2000 with
respect to anything done by it in relation to the Notes in, from or otherwise involving the United Kingdom.
No action has been taken in any jurisdiction, including the United States and the United Kingdom, by the Issuer,
Guarantors or the Initial Purchaser that would permit a public offering of the Notes or the possession, circulation or
distribution of this Offering Memorandum or any other material relating to the Issuer, Guarantors or the Notes in any
jurisdiction where action for this purpose is required. Accordingly, the Notes may not be offered or sold, directly or
indirectly, and neither this Offering Memorandum nor any other offering material or advertisements in connection with
the Notes may be distributed or published, in or from any country or jurisdiction, except in compliance with any
applicable rules and regulations of any such country or jurisdiction. This Offering Memorandum does not constitute an
offer to sell or a solicitation of an offer to purchase in any jurisdiction where such offer or solicitation would be
unlawful. Persons into whose possession this Offering Memorandum comes are advised to inform themselves about and
to observe any restrictions relating to the Offering, the distribution of this Offering Memorandum and resale of the
Notes. See “
Transfer restrictions.
”
