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The Notes are a new issue of securities, and there is currently no established trading market for the Notes. In addition,
the Notes are subject to certain restrictions on resale and transfer as described under “
Transfer restrictions.
” The Issuer
has applied, through the listing agent, to list the Notes on the Official List of the Irish Stock Exchange and trade the
Notes on the Global Exchange Market; however, the Group cannot assure you that such listing will be accepted or
maintained.
The Initial Purchaser has advised the Issuer that it intends to make a market in the Notes, but it is not obligated to do so.
The Initial Purchaser may discontinue any market making in the Notes at any time in their sole discretion. In addition,
any such market-making activity will be subject to the limits imposed by the US Securities Act and the US Exchange
Act. Accordingly, the Issuer cannot assure you that a liquid trading market will develop for the Notes or that you will be
able to sell your Notes at a particular time or that the prices that you receive when you sell will be favorable. See “
Risk
factors—Risks related to the Notes and the Structure of the Offering—There may not be an active trading market for the
Notes, in which case your ability to sell the Notes may be limited.
”
You should be aware that the laws and practices of certain countries require investors to pay stamp taxes and other
charges in connection with purchases of securities.
In connection with this offering, Merrill Lynch International (the “
Stabilizing Manager
”) (or persons acting on behalf
of the Stabilizing Manager) may, to the extent permitted by applicable law, over allot notes or effect transactions with a
view to stabilizing or maintaining the market price of the Notes at a level higher than that which might otherwise prevail.
However, there is no assurance that the Stabilizing Manager will undertake any such stabilization action. Such
stabilization action, if commenced, may begin on or after the date of adequate public disclosure of the final terms of the
offer of the Notes and may be ended at any time, but it must end no later than the earlier of 30 calendar days after the
date on which the Issuer received the proceeds of the issue and 60 calendar days after the date of allotment of the Notes.
It is expected that delivery of the Notes will be made against payment therefor on or about 4 August 2014, which will be
eight business days (as such term is used for purposes of Rule 15c6-1 of the US Exchange Act) following the date hereof
(such settlement cycle being referred to as “
T+8
”). Under Rule 15c6-1 of the US Exchange Act, trades in the secondary
market generally are required to settle in three business days unless the parties to any such trade expressly agree
otherwise. Accordingly, purchasers who wish to trade the Notes on the date of pricing or the next four successive
business days will be required to specify an alternative settlement cycle at the time of any such trade to prevent a failed
settlement. Purchasers of the Notes who wish to make such trades should consult their own advisors.
The Initial Purchaser and/or its affiliates have from time to time engaged, and may in the future engage, in investment
banking, consulting, commercial banking and other financial advisory and commercial dealings with us, the Issuer, the
Group’s associates and/or the Group’s shareholders in the ordinary course of business with the Group, the Issuer, the
Group’s principal shareholders or the Group’s and the Issuer’s affiliates. They have received (or will receive) customary
fees and commissions and expense reimbursements for these transactions.
In addition, in the ordinary course of their business activities, the Initial Purchaser and its affiliates may make or hold a
broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial
instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and
securities activities may involve securities and/or instruments of the Group, the Issuer or the Group’s affiliates (including
the Notes). The Initial Purchaser or any of its affiliates that have a lending relationship with the Group routinely hedge
their credit exposure to the Group consistent with their customary risk management policies. Typically, the Initial
Purchaser or such affiliates would hedge such exposure by entering into transactions which consist of either the purchase
of credit default swaps or the creation of short positions in securities (including potentially the Notes). Any such short
positions could adversely affect future trading prices of Notes. The Initial Purchaser and its affiliates may also make
investment recommendations and/or publish or express independent research views in respect of such securities or
financial instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such
securities and instruments.
