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IMPORTANT INFORMATION ABOUT THIS OFFERING MEMORANDUM
The Issuer has prepared this Offering Memorandum based on information obtained from sources it believes to be
reliable. Summaries of documents contained in this Offering Memorandum may not be complete. Merrill Lynch
International (the “
Initial Purchaser
”) does not represent that the information herein is complete. The information in
this Offering Memorandum is current only as at the date on the cover page hereof or an earlier date as may be indicated
in the Offering Memorandum, and the Issuer’s business or financial condition and other information in this Offering
Memorandum may change after the date hereof or such earlier date. Information in this Offering Memorandum is not
legal, tax or business advice; accordingly, you should consult your own legal, tax and business advisors regarding an
investment in the Notes.
No person is authorized in connection with any offering made pursuant to this Offering Memorandum to give any
information or to make any representation not contained in this Offering Memorandum, and, if given or made, any other
information or representation must not be relied upon as having been authorized by the Issuer or the Initial Purchaser.
The information contained in this Offering Memorandum is current at the date hereof. Neither the delivery of this
Offering Memorandum at any time nor any subsequent commitment to enter into any financing shall, under any
circumstances, create any implication that there has been no change in the information set out in this Offering
Memorandum or in the Issuer’s affairs since the date of this Offering Memorandum.
You should base your decision to invest in the Notes solely on information contained in this Offering Memorandum.
Neither the Issuer nor the Initial Purchaser has authorized anyone to provide you with any different information.
The Issuer is offering the Notes in reliance on an exemption from registration under the US Securities Act for an offer
and sale of securities that does not involve a public offering. If you purchase the Notes, you will be deemed to have made
certain acknowledgments, representations and warranties as detailed under this section. You may be required to bear the
financial risk of an investment in the Notes for an indefinite period. Neither the Issuer nor the Initial Purchaser is making
an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is prohibited. Neither the Issuer nor the
Initial Purchaser makes any representation to you that the Notes are a legal investment for you. No action has been, or
will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
Each prospective purchaser of the Notes must comply with all applicable laws, rules and regulations in force in any
jurisdiction in which it purchases, offers or sells the Notes and must obtain any consent, approval or permission required
by it for the purchase, offer or sale by it of the Notes under the laws and regulations in force in any jurisdiction to which
it is subject or in which it makes such purchases, offers or sales, and neither the Issuer nor the Initial Purchaser shall have
any responsibility therefor.
None of the US Securities and Exchange Commission, any US state securities commission nor any non-US securities
authority nor other authority has approved or disapproved of the Notes or determined if this Offering Memorandum is
truthful or complete. Any representation to the contrary is a criminal offense.
The Issuer has applied to have the Notes listed on the Official List of the Irish Stock Exchange and traded on the Global
Exchange Market, which is not a regulated market within the meaning of Directive 2004/93/EC on markets in financial
instruments. The Issuer cannot guarantee that its application to the Irish Stock Exchange for approval of this document,
or for the Notes to be admitted for trading on the Global Exchange Market, will be approved as at the settlement date for
the Notes or at any time thereafter, and settlement of the Notes is not conditioned on obtaining this listing.
The Issuer accepts responsibility for the information contained in this Offering Memorandum. To the best of the
knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case), the information
contained in this Offering Memorandum is in accordance with the facts and does not omit anything likely to affect the
import of such information.
The Initial Purchaser makes no representation or warranty, express or implied, as to the accuracy or completeness of the
information contained in this Offering Memorandum. Nothing contained in this Offering Memorandum is, or shall be
relied upon as, a promise or representation by the Initial Purchaser as to the past or future.
The Issuer has prepared this Offering Memorandum solely for use in connection with the offer and sale of the Notes to
non-US persons (within the meaning of Regulation S) located outside the United States. You agree that you will hold the
information contained in this Offering Memorandum and the transactions contemplated hereby in confidence. You may
not distribute this Offering Memorandum to any person, other than a person retained to advise you in connection with the
purchase of the Notes.
