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TRANSFER RESTRICTIONS
The Notes are subject to restrictions on transfer as summarized below. By purchasing Notes, you will be deemed to have
made the following acknowledgements, representations to and agreements with the Group and the Initial Purchaser:
(1)
You acknowledge that:
(a)
the Notes have not been registered under the US Securities Act or any other securities laws and are
being offered for resale in transactions that do not require registration under the US Securities Act or
any other securities laws; and
(b)
unless so registered, the Notes may not be offered, sold or otherwise transferred except under an
exemption from, or in a transaction not subject to, the registration requirements of the US Securities
Act or any other applicable securities laws, and in each case in compliance with the conditions for
transfer set forth in paragraphs (5) and (6) below.
(2)
You acknowledge that this Offering Memorandum relates to an offering that is exempt from registration under
the US Securities Act and may not comply in important respects with SEC rules that would apply to an offering
document relating to a public offering of securities.
(3)
You represent that you are not a US person (as defined in Regulation S under the US Securities Act) or
purchasing for the account or benefit of a US person, other than a distributor, and you are purchasing Notes in
an offshore transaction in accordance with Regulation S.
(4)
You acknowledge that none of us, the Issuer or the Initial Purchaser nor any person representing the Group or
the Initial Purchaser have made any representation to you with respect to us, the Issuer or the Offering, other
than the information contained in this Offering Memorandum. Accordingly, you acknowledge that no
representation or warranty is made by the Initial Purchaser or any person representing the Initial Purchaser as to
the accuracy or completeness of such materials. You represent that you are relying only on this Offering
Memorandum in making your investment decision with respect to the Notes. You agree that you have had
access to such financial and other information concerning the Group and the Notes as you have deemed
necessary in connection with your decision to purchase Notes, including an opportunity to ask questions of and
request information from the Group and the Initial Purchaser.
(5)
You represent that you are purchasing the Notes for your own account, or for one or more investor accounts for
which you are acting as a fiduciary or agent, in each case not with a view to, or for offer or sale in connection
with, any distribution of the Notes in violation of the US Securities Act or any state securities laws, subject to
any requirement of law that the disposition of your property or the property of that investor account or accounts
be at all times within your or their control and subject to your or their ability to resell the Notes pursuant to an
available exemption from registration under the US Securities Act. You agree on your own behalf and on behalf
of any investor account for which you are purchasing Notes, and each subsequent holder of the Notes by its
acceptance of the Notes will agree, that until the end of the Resale Restriction Period (as defined below), the
Notes may be offered, sold or otherwise transferred only:
(a)
to the Issuer; or
(c)
through offers and sales to non-US persons that occur outside the United States within the meaning of
Regulation S under the US Securities Act,
subject in each of the above cases to any requirement of law that the disposition of the seller’s property or the
property of an investor account or accounts be at all times within the seller or account’s control and to
compliance with any applicable state securities laws and any applicable local laws and regulations.
You also acknowledge that to the extent that you hold the Notes through an interest in a global note, the Resale
Restriction Period (as defined below) may continue for so long as the Notes are outstanding.
(6)
You also acknowledge that:
(a)
the above restrictions on resale will apply from the issue date until 40 days after the later of the Issue
Date and when the Notes or any predecessor of the Notes are first offered to persons other than
distributors (as defined in Rule 902 of Regulation S) in reliance on Regulation S (the “
Resale
Restriction Period
”), and will not apply after the applicable Resale Restriction Period ends;
