ii
By purchasing the Notes, you will be deemed to have made the acknowledgments, representations, warranties and
agreements described under the heading “
Notice to Investors
” in this Offering Memorandum.
The Issuer reserves the right to withdraw the offering of the Notes at any time and the Issuer and the Initial Purchaser
may reject all or a part of any offer to purchase the Notes in whole or in part, sell less than the entire principal amount of
the Notes offered hereby or allocate to any purchaser less than all of the Notes for which it has subscribed.
Certain exchange rate information presented in this Offering Memorandum includes extracts from information and data
publicly released by official and other sources. While the Issuer accepts responsibility for accurately reproducing the
information concerning exchange rates, and as far as the Issuer is aware and able to ascertain no facts have been omitted
which would render this information inaccurate or misleading, it accepts no further responsibility in respect of such
information. The information set out in relation to sections of this Offering Memorandum describing clearing and
settlement arrangements, including the section entitled “
Book-entry, delivery and form
”, is subject to change in or
reinterpretation of the rules, regulations and procedures of Euroclear and Clearstream currently in effect. While the
Issuer accepts responsibility for accurately summarizing the information concerning Euroclear and Clearstream, and as
far as the Issuer is aware, and able to ascertain, no facts have been omitted which would render this information
inaccurate or misleading, it accept no further responsibility in respect of such information.
The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted
under the US Securities Act and applicable securities laws of any other jurisdiction pursuant to registration or exemption
therefrom. Prospective purchasers should be aware that they may be required to bear the financial risks of this
investment for an indefinite period of time. See “
Transfer restrictions.
”
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.
Notice to Investors
Notice to certain European investors
European Economic Area
This Offering Memorandum has been prepared on the basis that any offer of Notes in any
Member State of the European Economic Area (the ‘‘
EEA’’
) which has implemented the Prospectus Directive (each, a
‘‘
Relevant Member State’’
) will be made pursuant to an exemption under the Prospectus Directive from the
requirement to publish a prospectus for offers of Notes. Accordingly any person making or intending to make an offer in
that Relevant Member State of Notes which are the subject of the offering contemplated in this Offering Memorandum
may only do so in circumstances in which no obligation arises for the Issuer or the Initial Purchaser to publish a
prospectus pursuant to Article 3 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor
the Initial Purchaser has authorised, nor does either authorise, the making of any offer of Notes in circumstances in
which an obligation arises for the Issuer or the Initial Purchaser to publish a prospectus for such offer. The expression
Prospectus Directive means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in
the Relevant Member State and the expression 2010 PD Amending Directive means Directive 2010/73/EU.
United Kingdom.
This Offering Memorandum is for distribution only to, and is only directed at, persons who (i) are
investment professionals, being persons having professional experience in matters relating to investments and who fall
within the definition set out in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, as amended, (the “
Financial Promotion Order
”), (ii) are persons falling within Article 49(2)(a) to (d) (high net
worth companies, unincorporated associations, partnerships or high value trusts, etc.) of the Financial Promotion Order
or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of
section 21 of the Financial Services and Markets Act 2000 as amended (“
FSMA
”)) in connection with the issue or sale
of any Notes may otherwise lawfully be communicated (all such persons together being referred to as “
relevant
persons
”). This Offering Memorandum is directed only at relevant persons and must not be acted on or relied on by
persons who are not relevant persons. Any investment or investment activity to which this document relates is available
only to relevant persons and will be engaged in only with relevant persons.
