Obligation Croatica 6.375% ( XS0607904264 ) en USD

Société émettrice Croatica
Prix sur le marché 100 %  ▼ 
Pays  Croatie
Code ISIN  XS0607904264 ( en USD )
Coupon 6.375% par an ( paiement semestriel )
Echéance 24/03/2021 - Obligation échue



Prospectus brochure de l'obligation Croatia XS0607904264 en USD 6.375%, échue


Montant Minimal 200 000 USD
Montant de l'émission 1 500 000 000 USD
Description détaillée La Croatie est un pays d'Europe du Sud-Est, membre de l'Union européenne, bordé par la mer Adriatique, connu pour ses paysages côtiers pittoresques, ses îles, son riche patrimoine historique et culturel, et sa gastronomie méditerranéenne.

L'Obligation émise par Croatica ( Croatie ) , en USD, avec le code ISIN XS0607904264, paye un coupon de 6.375% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 24/03/2021







REPUBLIC OF CROATIA
U.S.$1,500,000,000 6.375 PER CENT. NOTES DUE 2021
Issue price: 98.250 per cent.
The U.S.$1,500,000,000 6.375 per cent. Notes due 2021 (the "Notes") are issued by the Republic of Croatia (the "Republic" or "Croatia").
The Notes mature on 24 March 2021.
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") in its capacity as competent authority under
the Luxembourg Act dated 10 July 2005 (the "Luxembourg Act") on prospectuses for securities to approve this document as a prospectus and to
the Luxembourg Stock Exchange for the listing of the Notes on the Official List of the Luxembourg Stock Exchange and admission to trading on
the Luxembourg Stock Exchange's regulated market.
The Notes will be rated Baa3 (stable outlook) by Moody's Investors Service, Inc., BBB- (negative outlook) by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies Inc., and BBB- (negative outlook) by Fitch Ratings Ltd. A rating is not a recommendation
to buy, sell or hold securities and may be subject to revision, suspension or withdrawal at any time by the assigning rating organisation. As at the
date of this Prospectus, each of the rating agencies is established in the European Union and has applied for registration under Regulation (EU)
No 1060/2009 (the CRA Regulation), although notification of the corresponding registration decision has not yet been provided by the relevant
competent authority. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued
by a credit rating agency established in the European Union and registered under the CRA Regulation unless the rating is provided by a credit
rating agency operating in the European Union before 7 June 2010 which has submitted an application for registration in accordance with the
CRA Regulation and such registration is not refused.
The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the "Securities Act") or
with any securities regulatory authority of any state or other jurisdiction of the United States and may not be offered, sold or delivered
within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable state securities laws. Accordingly, the Notes are being
offered, sold or delivered: (a) in the United States only to qualified institutional buyers ("QIBs") (as defined in Rule 144A ("Rule 144A")
under the Securities Act) in reliance on, and in compliance with, Rule 144A; and (b) to Persons (other than U.S. Persons) (each as defined
in Regulation S) outside the United States in reliance on Regulation S ("Regulation S") under the Securities Act. Each purchaser of the
Notes will be deemed to have made the representations described in "Subscription and Sale" and is hereby notified that the offer and sale
of Notes to it is being made in reliance on the exemption from the registration requirements of the Securities Act provided by Rule 144A.
In addition, until 40 days after the commencement of the offering, an offer or sale of any of the Notes within the United States by any
dealer (whether or not participating in the offering) may violate the registration requirements of the Securities Act if the offer or sale is
made otherwise than in accordance with Rule 144A.
The Notes will initially be represented by two global certificates in registered form (the "Global Certificates"), one of which will be issued in
respect of the Notes offered and sold in reliance on Rule 144A (the "Restricted Global Certificate") and will be registered in the name of
Cede & Co., as nominee for The Depository Trust Company ("DTC") and the other of which will be issued in respect of the Notes offered and
sold in reliance on Regulation S (the "Unrestricted Global Certificate") and will be registered in the name of a nominee of a common
depositary for Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). It is
expected that delivery of the Global Certificates will be made on 24 March 2011 or such later date as may be agreed (the "Closing Date") by the
Republic and the Joint Lead Managers (as defined under "Subscription and Sale").
Prospective investors should be aware that none of the statistical information in this Prospectus has been independently verified.
An investment in the Notes involves certain risks.
Prospective investors should have regard to the factors described under the heading
"Risk Factors" on page 6.
Joint Lead Managers
BARCLAYS CAPITAL
DEUTSCHE BANK
J.P. MORGAN
The date of this Prospectus is 23 March 2011.




THE REPUBLIC OF CROATIA
i


This Prospectus comprises a prospectus for the purposes of Article 5.3 of Directive 2003/71/EC (the "Prospectus
Directive") and for the purposes of the Luxembourg Act.
The Republic accepts responsibility for the information contained in this Prospectus. To the best of the knowledge
of the Republic (having taken all reasonable care to ensure that such is the case) the information contained in this
Prospectus is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Republic, having made all reasonable enquiries, confirms that this Prospectus contains all material information
with respect to the Republic and the Notes which is material in the context of the issue and offering of the Notes, that
the information contained in this Prospectus is true and accurate in every material respect and is not misleading, that
the opinions and intentions expressed in this Prospectus are honestly held and that there are no other facts the
omission of which makes misleading any statement herein, whether of fact or opinion.
The Joint Lead Managers (as described under "Subscription and Sale", below) have not independently verified the
information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made
and no responsibility or liability is accepted by the Joint Lead Managers as to the accuracy or completeness of the
information contained or incorporated in this Prospectus or any other information provided by the Republic in
connection with the offering of the Notes. No Joint Lead Manager accepts any liability in relation to the information
contained or incorporated by reference in this Prospectus or any other information provided by the Republic in
connection with the offering of the Notes or their distribution.
No person is or has been authorised by the Republic to give any information or to make any representation not
contained in or not consistent with this Prospectus or any other information supplied in connection with the offering
of the Notes and, if given or made, such information or representation must not be relied upon as having been
authorised by the Republic or any of the Joint Lead Managers.
Neither this Prospectus nor any other information supplied in connection with the offering of the Notes (a) is
intended to provide the basis of any credit or other evaluation or (b) should be considered as a recommendation by
the Republic or any of the Joint Lead Managers that any recipient of this Prospectus or any other information
supplied in connection with the offering of the Notes should purchase the Notes. Each investor contemplating
purchasing any Notes should make its own independent investigation of the financial condition and affairs, and its
own appraisal of the creditworthiness, of the Republic. Neither this Prospectus nor any other information supplied
in connection with the offering of the Notes constitutes an offer or invitation by or on behalf of the Republic or any
of the Joint Lead Managers to any person to subscribe for or to purchase any Notes.
Neither the delivery of this Prospectus nor the offering, sale or delivery of the Notes shall in any circumstances
imply that the information contained herein concerning the Republic is correct at any time subsequent to the date
hereof or that any other information supplied in connection with the offering of the Notes is correct as of any time
subsequent to the date indicated in the document containing the same. The Joint Lead Managers expressly do not
undertake to review the financial condition or affairs of the Republic during the life of the Notes or to advise any
investor in the Notes of any information coming to their attention.
This Prospectus does not constitute an offer to sell or the solicitation of an offer to buy the Notes in any jurisdiction
to any person to whom it is unlawful to make the offer or solicitation in such jurisdiction. The distribution of this
Prospectus and the offer or sale of Notes may be restricted by law in certain jurisdictions. The Republic and the Joint
Lead Managers do not represent that this Prospectus may be lawfully distributed, or that the Notes may be lawfully
offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to
an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In
particular, no action has been taken by the Republic or the Joint Lead Managers which is intended to permit a public
offering of the Notes or the distribution of this Prospectus in any jurisdiction where action for that purpose is
required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this Prospectus nor any
advertisement or other offering material may be distributed or published in any jurisdiction, except under
circumstances that will result in compliance with any applicable laws and regulations. Persons into whose
possession this Prospectus or any Notes may come must inform themselves about, and observe, any such
restrictions on the distribution of this Prospectus and the offering and sale of Notes. In particular, there are
restrictions on the distribution of this Prospectus and the offer or sale of the Notes in the United States, the European
Economic Area (including the United Kingdom) and the Republic of Croatia, see "Subscription and Sale".
IN CONNECTION WITH THE ISSUE OF THE NOTES, DEUTSCHE BANK AG, LONDON BRANCH AS
STABILISING MANAGER (THE "STABILISING MANAGER") (OR PERSON(S) ACTING ON BEHALF
OF THE STABILISING MANAGER) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS
WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL HIGHER
THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, THERE IS NO ASSURANCE
ii


THAT THE STABILISING MANAGER (OR PERSONS ACTING ON BEHALF OF THE STABILISING
MANAGER) WILL UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY
BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE TERMS
OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE ENDED AT ANY TIME, BUT IT
MUST END NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE CLOSING DATE OF THE
NOTES AND 60 DAYS AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY
STABILISATION ACTION OR OVER-ALLOTMENT MUST BE CONDUCTED BY THE RELEVANT
STABILISING MANAGER(S) (OR PERSONS ACTING ON BEHALF OF ANY STABILISING
MANAGER(S)) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES.
The Notes have not been approved or disapproved by the United States Securities and Exchange Commission or any
other securities commission or other regulatory authority in the United States, nor have the foregoing authorities
reviewed or passed upon the accuracy or adequacy of this Prospectus. Any representation to the contrary is a
criminal offence.
This Prospectus is being submitted on a confidential basis in the United States to a limited number of QIBs for
informational use solely in connection with the consideration of the purchase of the Notes. It may not be copied or
reproduced in whole or in part nor may it be distributed or any of its contents disclosed to anyone other than the
prospective investors to whom it is originally submitted.
Each purchaser or holder of interests in the Notes will be deemed, by its acceptance or purchase of any such Notes,
to have made certain representations and agreements as set out in "Subscription and Sale".
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES WITH THE
STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER CHAPTER 421-B
IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT
THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER
OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES
The Republic is a foreign sovereign nation, and a substantial portion of the assets of the Republic are located outside
the United States and the United Kingdom. As a result, it may not be possible for investors to effect service of
process within the United States or the United Kingdom upon the Republic, or to enforce judgements obtained in
courts located in the United States or United Kingdom, including judgements predicated upon civil liability
provisions of the securities laws of the United States or any state or territory within the United States.
A substantial part of the Republic's assets are located in the Republic of Croatia and the courts of the Republic of
Croatia may refuse to recognise a judgement obtained in a foreign jurisdiction (including, but not limited to England
and the United States) in certain cases according to the provisions of the Croatian Law on Resolving Conflicts of
Law with Other Countries' Laws and Regulations in Certain Matters (Official Gazette No. 53/1991). Once
recognised, a foreign judgement is equal to the judgment of a Croatian court and is fit for enforcement in the
Republic of Croatia.
iii


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this Prospectus, as well as written and oral statements that Republic and its
representatives make from time to time in reports, filings, news releases, conferences, teleconferences, web
postings or otherwise, are or may be deemed to be forward-looking statements. Statements that are not historical
facts, including, without limitation, statements about the Republic's beliefs and expectations, are forward-looking
statements. These statements are based on current plans, objectives, assumptions, estimates and projections. When
used in this Prospectus, the words "anticipates", "estimates", "expects", "believes", "intends", "plans", "aims",
"seeks", "may", "will", "should" and any similar expressions generally identify forward-looking statements.
Therefore, undue reliance should not be placed on them. The Republic has based these forward-looking statements
on its current view with respect to future events and financial results. Forward-looking statements speak only as of
the date on which they are made and the Republic undertakes no obligation to update publicly any of them in light of
new information or future events. Forward-looking statements involve inherent risks and uncertainties. The
Republic cautions that a number of important factors could cause actual results to differ materially from those
contained in any forward-looking statement. Forward-looking statements include, but are not limited to: (i) plans
with respect to the implementation of economic policy, including privatisations, and the pace of economic and legal
reforms; (ii) expectations about the behaviour of the economy if certain economic policies are implemented;
(iii) the outlook for gross domestic product, inflation, exchange rates, interest rates, foreign investment, trade and
fiscal accounts; and (iv) estimates of external debt repayment and debt service.
In addition to the factors described in this Prospectus, including those discussed under the "Risk Factors", the
following factors, among others, could cause future results to differ materially from those expressed in any forward-
looking statements made herein:
· adverse external factors, such as global or regional economic slowdowns that may affect the Republic, higher
international interest rates, reduced demand for the Republic's exports or increases in oil and gas prices, which
could each adversely affect the Republic's economy and in particular could negatively affect the current account,
balance of payments and international reserves and cause or contribute to recession or low growth in the Republic;
· adverse domestic factors, such as recession, declines in foreign direct investment ("FDI") and portfolio
investment, high domestic inflation, high domestic interest rates, exchange rate volatility, a reduction in gas
supplies, difficulties in borrowing in the domestic and foreign markets, trade and political disputes between the
Republic and its trading partners, political uncertainty or lack of political consensus, which could each lead to
lower growth in the Republic and lower international currency reserves;
· decisions of the Republic's official creditors regarding the provision of new debt or rescheduling of the existing
debt and decisions of international organisations regarding the terms of their financial assistance to the Republic,
and accordingly the net cash flow to or from the Republic over the life of the Notes;
· decisions of international financial institutions such as the International Monetary Fund (the "IMF"), the World
Bank, the European Bank for Reconstruction and Development (the "EBRD") and the European Investment
Bank (the "EIB") regarding the funding of new or existing projects over the life of the Notes; and
· political and economic factors in the Republic and abroad, which affect the timing and structure of economic
reforms in the Republic, the success and timing of the Republic's accession to the European Union ("EU"), the
climate for FDI and the pace, scale and timing of privatisations in the Republic.
iv


DEFINED TERMS AND CONVENTIONS
The following terms are used to refer to economic concepts that are discussed in this Prospectus:
· Gross domestic product ("GDP") means the total value of goods and services produced inside a country during
the relevant period. Unless otherwise stated references to GDP is to real, rather than nominal, GDP.
· Gross value added ("GVA") is the value of output less the value of intermediate consumption; it is a measure of
the contribution to GDP made by an individual producer, industry or sector and is used to estimate GDP. GVA
(measured by sector) plus taxes minus subsidies equals GDP.
· Imports comprise all goods and services imported from abroad intended either for consumption or for inward
processing. Exports comprise all goods and services exported from Croatia, which originate from domestic
production or internal trade.
· The registered unemployment rate is calculated as the ratio of the members of the active population who register
with local employment agencies as being unemployed to the total active population. "Active Population" means
people employed and people over the age of 15 registered as seeking employment.
· The inflation rate is measured by the year-on-year percentage change in the consumer price index ("CPI"), unless
otherwise specified. The CPI index, measures inflation based on the price of a basket of approximately 740 goods
and services weighted according to the Household Budget Survey and retail sales data. Croatia also measures
inflation in terms of producer price index ("PPI"), which is the measure of wholesale prices at the producer level
calculated based on a basket of approximately 400 industrial products. Unlike CPI, PPI does not take into account
services. Year-on-year rates are calculated by comparing the average of the twelve monthly indices for the later
period against the average of the twelve monthly indices for the prior period.
· The budget deficit is consolidated revenues minus consolidated expenditures of the general government. This is
the principal measure of fiscal balance for countries participating in the European Economic and Monetary
Union.
· The Standard International Trade Classification ("SITC") is a statistical classification of the commodities
entering external trade. It is designed to provide the commodity aggregates required for the purposes of economic
analysis and to facilitate the international comparison of trade-by-commodity data.
· Consolidated public debt ("Consolidated Public Debt") means total internal and external general government
debt plus direct guarantee obligations (i.e. other than the guarantee obligations of HBOR) of Croatia.
· General government debt ("general government debt") consists of the sum of: (i) central government debt;
(ii) extra budgetary debt (of government funds and agencies); and (iii) local government debt.
Capitalised terms which are used but not defined in any particular section of this Prospectus will have the meaning
attributed thereto in "Conditions of the Notes" or any other section of this Prospectus.
Certain figures and percentages included in this Prospectus have been subject to rounding adjustments; accordingly
figures shown in the same category presented in different tables may vary slightly and figures shown as totals in
certain tables may not be an arithmetic aggregation of the figures which precede them.
References to a "billion" are to a thousand million.
All references in this document to "U.S. dollars", "dollars", "U.S.$", "USD" and "$" refer to United States dollars,
to "CHF" refer to Swiss francs and to "HRK" and "Kuna" refer to the lawful currency for the time being of the
Republic. In addition, references to "euro", "EUR" and "E" refer to the currency introduced at the start of the third
stage of European economic and monetary union pursuant to the Treaty on the Functioning of the European Union,
as amended. References to "Old EU Member States" refer to Austria, Belgium, Denmark, Finland, France,
Germany, Greece, Ireland, Italy, Luxembourg, The Netherlands, Portugal, Spain, Sweden and United Kingdom
whereas references to "New EU Member States" are to all other Member States of the European Union.
v


INFORMATION SOURCES
The statistical information in this Prospectus has been derived from a number of different identified sources. All
statistical information provided in this Prospectus may differ from that produced by other sources for a variety of
reasons, including the use of different definitions and cut-off times.
The source for most of the financial and demographic statistics for Croatia included in this Prospectus is data
prepared by the Republic's Central Bureau of Statistics ("CBS"), a Croatian independent entity established to
provide comprehensive statistical information, and the Croatian National Bank ("CNB"). The CBS harmonises, to
the extent possible, its programmes and methodologies with the statistics of the EU. Certain other financial and
statistical information contained herein has been derived from official Croatian government sources including the
Ministry of Finance.
EXCHANGE RATES
The following table sets forth, for the periods indicated, the period end, average, high and low official mid-point
rates published by the Croatian National Bank, expressed in Kuna per U.S. Dollar.
Period End
Average(1)
High
Low
2005 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6.233626
5.949959
6.315817
5.556868
2006 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.578401
5.839170
6.233626
5.521655
2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4.985456
5.365993
5.711720
4.933413
2008 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.155504
4.934417
5.801776
4.522752
2009 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.089300
5.280370
5.941123
4.803825
2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.568252
5.500015
6.088922
5.009663
January 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.393333
5.537878
5.731451
5.393333
February 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5.376954
5.431365
5.508349
5.356965
March 2011 (through to 7 March) . . . . . . . . . . . . . . . . . . . .
5.304979
5.349154
5.363660
5.304979
Source: Croatian National Bank
(1) Average of daily rates.
vi


CONTENTS
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
THE OFFERING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
6
CONDITIONS OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
THE GLOBAL CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
26
OVERVIEW OF THE REPUBLIC OF CROATIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
THE ECONOMY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
37
FOREIGN TRADE AND INTERNATIONAL BALANCE OF PAYMENTS . . . . . . . . . . . . . . . . . . . . . .
62
MONETARY DEVELOPMENTS AND INTERNATIONAL RESERVES . . . . . . . . . . . . . . . . . . . . . . . .
75
PUBLIC FINANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
97
PUBLIC DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
119
CLEARING AND SETTLEMENT ARRANGEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
121
SUBSCRIPTION AND SALE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
127
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129
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