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extent you have received appropriate proxies to do so from Euroclear and Clearstream or, if applicable, from a
participant. The Group cannot assure you that procedures implemented for the granting of such proxies will be sufficient
to enable you to vote on any requested actions or to take any other action on a timely basis.
The transferability of the Notes may be limited under applicable securities laws which may adversely affect their
liquidity and value.
The Notes and the Note Guarantees have not been, and will not be, registered under the US Securities Act or the
securities laws of any state or any other jurisdiction and, unless so registered, may not be offered or sold in the United
States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the
US Securities Act and the applicable securities laws of any state or any other jurisdiction. See “
Notice to Investors.
” The
Notes are not being offered for sale in the United States. See “
Notice to Investors.
” The Group has not agreed to or
otherwise undertaken to register the Notes with the US Securities and Exchange Commission (including by way of an
exchange offer). It is the obligation of holders of Notes to ensure that their offers and sales of the Notes to US persons or
within the United States and other countries comply with applicable securities laws.
If a payment were to be made or collected through an EU Member State that has opted for a withholding system and
an amount of, or in respect of, tax were to be withheld from that payment, no person would be obliged to pay
additional amounts with respect to any Note as a result of the imposition of such withholding tax.
Under Council Directive 2003/48/EC on the taxation of savings income, Member States are required to provide to the tax
authorities of other Member States details of certain payments of interest or similar income paid or secured by a person
established in a Member State to or for the benefit of an individual resident in another Member State or certain limited
types of entities established in another Member State.
On 24 March 2014, the Council of the EU adopted a Council Directive amending and broadening the scope of the
requirements described above. Member States are required to apply these new requirements from 1 January 2017. The
changes will expand the range of payments covered by the Directive, in particular to include additional types of income
payable on securities. The Directive will also expand the circumstances in which payments that indirectly benefit an
individual resident in a Member State must be reported. This approach will apply to payments made to, or secured for,
persons, entities or legal arrangements (including trusts), where certain conditions are satisfied, and may in some cases
apply where the person, entity or arrangement is established or effectively managed outside of the EU.
For a transitional period, Luxembourg and Austria are required (unless during that period they elect otherwise) to operate
a withholding system in relation to such payments. The changes referred to above will broaden the types of payments
subject to withholding in those Member States which still operate a withholding system when they are implemented. In
April 2013, the Luxembourg government announced its intention to abolish the withholding system with effect from 1
January 2015, in favour of automatic information exchange under the Directive.
The end of the transitional period is dependent upon the conclusion of certain other agreements relating to information
exchange with certain other countries. A number of non-EU countries and territories including Jersey and Switzerland
have adopted similar measures (a transitional withholding system in the case of Jersey, described more fully under “
Tax
considerations
” and a withholding system in the case of Switzerland).
If a payment were to be made or collected through a Member State or dependent or associated territory which has opted
for a withholding system and as a consequence of such a system, an amount of, or in respect of, tax were to be withheld
from that payment, neither the Issuer, the Guarantors, any paying agent nor any other person would be obliged to pay
additional amounts with respect to any Note as a result of the imposition of such withholding tax. However, the Issuer is
required to maintain a paying agent in a Member State that will not be obliged to withhold or deduct tax pursuant to the
Directive or any law implementing or complying with, or introduced in order to conform to such Directive.
There may not be an active trading market for the Notes, in which case your ability to sell the Notes may be limited.
Although an application has been made for the Notes to be listed on the Official List of the Irish Stock Exchange and to
be admitted to trading on the Global Exchange Market, there can be no assurance regarding the future development of a
market for the Notes. The Group cannot assure you as to:
• the liquidity of any market in the Notes;
• your ability to sell your Notes; or
• the prices at which you would be able to sell your Notes.
