Bond Ineosys 0% ( XS0744132936 ) in EUR

Ineosys

100 % ▼

Switzerland

XS0744132936 ( in EUR )

15/02/2019 - Bond has expired

Prospectus brochure of the bond Ineos XS0744132936 in EUR 0%, expired

100 000 EUR

500 000 000 EUR

Ineos is a global chemicals company producing a wide range of petrochemicals, speciality chemicals, and consumer brands.

The Bond issued by Ineosys ( Switzerland ) , in EUR, with the ISIN code XS0744132936, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 15/02/2019

NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
OFFERING MEMORANDUM

$1,000,000,000 83/8% Senior Secured Notes due 2019
500,000,000 Floating Rate Senior Secured Notes due 2019
Guaranteed on a senior secured basis by
INEOS Group Holdings S.A., INEOS Luxembourg I S.A., INEOS Holdings Limited
and certain of their subsidiaries

INEOS Finance plc (the "Issuer") has issued in an offering (the "Offering") $1,000,000,000 aggregate principal
amount of its 83/8% Senior Secured Notes due 2019 (the "Dollar Fixed Rate Notes") and 500,000,000 aggregate
principal amount of its Senior Secured Floating Rate Notes due 2019 (the "Euro Floating Rate Notes" and, together with
the Dollar Fixed Rate Notes, the "notes"). Interest will be payable semi-annually on the Dollar Fixed Rate Notes on
February 15 and August 15 of each year, beginning August 15, 2012. Interest will be payable quarterly on the Euro
Floating Rate Notes on February 15, May 15, August 15 and November 15 of each year, beginning May 15, 2012. The
Euro Floating Rate Notes bear interest at a rate per annum, reset quarterly, equal to the sum of (i) the greater of (x) three-
month EURIBOR and (y) 1.25% per annum plus (ii) 6.0%.
The Dollar Fixed Rate Notes will mature on February 15, 2019. Some or all of the Dollar Fixed Rate Notes may
be redeemed prior to February 15, 2015, by paying 100% of the principal amount of such notes plus a make-whole
premium, and at any time on or after February 15, 2015, at the redemption prices set forth in this offering memorandum.
In addition, at any time on or prior to February 15, 2015, up to 35% of the aggregate principal amount of the Dollar Fixed
Rate Notes may be redeemed with the net proceeds of certain equity offerings.
The Euro Floating Rate Notes will mature on February 15, 2019. Some or all of the Euro Floating Rate Notes
may be redeemed prior to February 15, 2015, by paying 100% of the principal amount of such notes plus a make-whole
premium, and at any time on or after February 15, 2015, at the redemption prices set forth in this offering memorandum.
Upon the occurrence of certain events constituting a change of control, each holder of the notes may require the
Issuer to repurchase all or a portion of its notes. All of the notes may also be redeemed at 100% of their principal amount
plus accrued interest if at any time the Issuer or any guarantor becomes obligated to pay withholding taxes as a result of
certain changes in law.
The notes are senior secured debt of the Issuer and (i) rank pari passu in right of payment with all of the Issuer's
existing and future indebtedness that is not subordinated to the notes and (ii) are fully and unconditionally guaranteed
(the "guarantees") by INEOS Group Holdings S.A. (the "Parent"), INEOS Luxembourg I S.A., INEOS Holdings Limited
and certain of their subsidiaries on a senior secured basis. The notes and the guarantees are secured by first ranking liens
(subject to certain exceptions) on the same assets that secure the Issuer's obligations under the 2015 Notes and the Senior
Facilities Agreement (each as defined herein) as more fully described in "Description of the Collateral and the
Guarantees."
This offering memorandum includes information on the terms of the notes and guarantees, including redemption
and repurchase prices, security, covenants and transfer restrictions.
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and for
trading on the Euro MTF market. This offering memorandum constitutes a prospectus for the purpose of Luxembourg
law dated July 10, 2005 on prospectuses for securities.

Investing in the notes involves risks that are described in the "Risk Factors" section beginning on page 24
of this offering memorandum.

Offering price for the Dollar Fixed Rate Notes: 100% plus accrued interest from the issue date, if any.
Offering price for the Euro Floating Rate Notes: 100% plus accrued interest from the issue date, if any.

The notes and the guarantees have not been, and will not be, registered under the U.S. Securities Act of
1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The notes are being
offered and sold only to qualified institutional buyers in accordance with Rule 144A under the Securities Act and
to non-U.S. persons outside the United States in accordance with Regulation S under the Securities Act. For
further details about eligible offerees and resale restrictions, please see "Notice to Investors."
The Dollar Fixed Rate Notes were made available to investors in book-entry form through The Depository Trust
Company ("DTC"), and the Euro Floating Rate Notes were made available to investors in book-entry form through
Euroclear Bank S.A./N.V. ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), in each case on
February 10, 2012. Interests in each global note will be exchangeable for the relevant definitive notes only in certain
limited circumstances. See "Book-Entry, Delivery and Form."
Joint Global Coordinators and Bookrunning Managers
Barclays Capital
J.P. Morgan
Bookrunning Managers
BofA Merrill Lynch
Citigroup
Deutsche Bank
Goldman Sachs International
HSBC
Lloyds Securities
Morgan Stanley

UBS Investment Bank
The date of this offering memorandum is March 21, 2012.

ii

You should rely only on the information contained in this offering memorandum. None of the Issuer, the Group, the
Guarantors or any of the initial purchasers (each, as defined herein) has authorized anyone to provide you with different
information. If anyone provides you with different or inconsistent information, you should not rely on it. None of the
Issuer, the Guarantors, the Group or any of the initial purchasers is making an offer of the notes in any jurisdiction where
the Offering is not permitted. You should not assume that the information contained in this offering memorandum is
accurate at any date other than the date on the front of this offering memorandum. Our business, financial condition,
results of operations and prospects may have changed since that date.
TABLE OF CONTENTS
Presentation of Financial and Non-Gaap Information............................................................................................................ix
Certain Definitions .................................................................................................................................................................xii
Exchange Rate Information...................................................................................................................................................xvi
Forward-Looking Statements...............................................................................................................................................xvii
Tax Considerations................................................................................................................................................................xix
Trademarks and Trade Names ..............................................................................................................................................xix
Historical and Current Market and Industry Data ................................................................................................................xix
Summary................................................................................................................................................................................... 1
The Offering ................................................................................................................................................................14
Summary Historical Condensed Consolidated Financial Information and Other Financial Data.............................18
Summary Unaudited Pro Forma Condensed Consolidated Financial Information and Other Financial Data .........21
Risk Factors ............................................................................................................................................................................24
The Refining Divestiture........................................................................................................................................................51
Use of Proceeds ......................................................................................................................................................................53
Capitalization..........................................................................................................................................................................54
Selected Consolidated Financial Information........................................................................................................................55
Unaudited Pro Forma Condensed Consolidated Financial Information ...............................................................................57
Operating and Financial Review and Prospects ....................................................................................................................63
Industry and Market Overview ..............................................................................................................................................88
Business ................................................................................................................................................................................105
The Issuer..............................................................................................................................................................................138
Management .........................................................................................................................................................................139
Principal Shareholders..........................................................................................................................................................141
Certain Relationships and Related Party Transactions........................................................................................................142
Description of Other Indebtedness.......................................................................................................................................144
Description of the Notes.......................................................................................................................................................163
Description of the Collateral and the Guarantees ................................................................................................................246
Limitations on Validity and Enforceability of the Guarantees and the Security Interests ................................................255
Book-Entry, Delivery and Form ..........................................................................................................................................297
Certain Tax Considerations..................................................................................................................................................302
Notice to Investors................................................................................................................................................................307
Plan of Distribution ..............................................................................................................................................................311
Legal Matters........................................................................................................................................................................314
Independent Auditors and Reporting Accountants..............................................................................................................314
Where You Can Find More Information .............................................................................................................................315
Service of Process and Enforcement of Judgments.............................................................................................................316
Listing and General Information..........................................................................................................................................325
Glossary of Selected Terms..................................................................................................................................................G-1
Index to Consolidated Financial Information ...................................................................................................................... F-1

i

IMPORTANT INFORMATION
We have prepared this offering memorandum solely for use in connection with the offer of the notes to qualified
institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons (within the meaning of
Regulation S under the Securities Act) outside the United States under Regulation S under the Securities Act. We have
not authorized its use for any other purpose. Delivery of this offering memorandum to anyone other than such
prospective investors is unauthorized, and any reproduction of this offering memorandum, in whole or in part, is
prohibited. By accepting delivery of this offering memorandum, you agree to these restrictions. Please see "Notice to
Investors."
This offering memorandum is based on information provided by us and by other sources that we believe are
reliable. We cannot assure you that information included herein is accurate or complete. No representation or warranty,
express or implied, is made by the initial purchasers as to the accuracy or completeness of any information set forth in
this offering memorandum, and nothing contained in this offering memorandum is or shall be relied upon as a promise or
representation, whether as to the past or the future. This offering memorandum summarizes certain documents and other
information and we refer you to them for a more complete understanding of the discussions in this offering
memorandum. We will make copies of certain documents available to you upon request. In making an investment
decision, you must rely on your own examination of our company, the terms of the offering and the notes, including the
merits and risks involved.
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. You should understand
that you may be required to bear the financial risks of your investment for an indefinite period of time.
We are not making any representation to any purchaser of the notes regarding the legality of an investment in
the notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any
information in this offering memorandum to be legal, business or tax advice. You should consult your own attorney,
business advisor and tax advisor for legal, business and tax advice regarding an investment in the notes.
We reserve the right to withdraw the offering of the notes at any time and we and the initial purchasers reserve
the right to reject any commitment to subscribe for the notes in whole or in part and to allot to any prospective purchaser
less than the full amount of the notes sought by such purchaser. The initial purchasers and certain related entities may
acquire for their own account a portion of the notes. Please see "Plan of Distribution."
You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must
obtain any consent, approval or permission required by you for the purchase, offer or sale of the notes under the laws and
regulations in force in the jurisdiction to which you are subject or in which you make such purchase, offer or sale, and
neither we nor the initial purchasers will have any responsibility therefor.
This offering memorandum is not an offer to sell, or a solicitation of an offer to buy, any notes by any person in
any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. No action has been, or
will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any
other regulatory authority has approved or disapproved these securities nor have any of the foregoing authorities passed
upon or endorsed the merits of the Offering or the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense.
We accept responsibility for the information contained in this offering memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information contained in
this offering memorandum with regard to us and our affiliates and the notes is true and accurate in all material respects,
that the opinions and intentions expressed in this offering memorandum are honestly held and that we are not aware of
any other facts, the omission of which would make this offering memorandum or any statement contained herein
misleading in any material respect.
The information contained under the heading "Exchange Rate Information" includes extracts from information
and data publicly released by official and other sources. While we accept responsibility for accurately summarizing the
information concerning exchange rate information, we accept 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 the DTC, Euroclear or Clearstream currently in effect. While we accept
ii

responsibility for accurately summarizing the information concerning DTC, Euroclear and Clearstream, we 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 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 "Notice to Investors."
iii

STABILIZATION
IN CONNECTION WITH THE OFFERING, BARCLAYS BANK PLC AND J.P. MORGAN
SECURITIES LTD. (THE "STABILIZING MANAGERS") (OR PERSONS ACTING ON BEHALF OF THE
STABILIZING MANAGERS) 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 THAT THE STABILIZING MANAGERS (OR
PERSONS ACTING ON BEHALF OF THE STABILIZING MANAGERS) WILL UNDERTAKE STABILIZATION
ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE
PUBLIC DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN,
MAY BE ENDED AT ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS
AFTER THE ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE
ALLOTMENT OF THE NOTES.

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, ANNOTATED
1995, AS AMENDED (THE "RSA"), 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 RSA 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 OF NEW HAMPSHIRE 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.

NOTICE TO U.S. INVESTORS
Each purchaser of the notes will be deemed to have made the representations, warranties and acknowledgments
that are described in this offering memorandum under the section titled "Notice to Investors."
The notes and the guarantees have not been and will not be registered under the Securities Act or the securities
laws of any state of the United States and are subject to certain restrictions on transfer. Prospective purchasers are hereby
notified that the seller of any note may be relying on the exemption from the provisions of Section 5 of the Securities Act
provided by Rule 144A thereunder. For a description of certain further restrictions on resale or transfer of the notes,
please see "Notice to Investors."
THE NOTES MAY NOT BE OFFERED TO THE PUBLIC WITHIN ANY JURISDICTION. BY
ACCEPTING DELIVERY OF THIS OFFERING MEMORANDUM, YOU AGREE NOT TO OFFER, SELL, RESELL,
TRANSFER OR DELIVER, DIRECTLY OR INDIRECTLY, ANY NOTES TO THE PUBLIC.
iv

NOTICE TO EEA INVESTORS
This offering memorandum is not a prospectus and is being distributed to a limited number of recipients for the
sole purpose of assisting such recipients in determining whether to proceed with a further investigation of the purchase
of, or subscription for, the notes. This offering memorandum has been prepared on the basis that all offers of the notes
will be made pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the
European Economic Area ("EEA"), from the requirement to produce a prospectus for offers of securities. Accordingly,
any person making or intending to make any offer within the EEA of the notes, which are the subject of the placement
contemplated in this offering memorandum, should only do so in circumstances in which no obligation arises for the
Issuer or the initial purchasers to produce a prospectus for such offer. Neither the Issuer nor the initial purchasers have
authorized, nor do they authorize, the making of any offer of the notes through any financial intermediary, other than
offers made by the initial purchasers, which constitute the final placement of the notes contemplated in this offering
memorandum.
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a
"Relevant Member State"), each initial purchaser has represented and agreed that with effect from and including the date
on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant Implementation Date")
it has not made and will not make an offer of the notes to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the notes which has been approved by the competent authority in that Relevant
Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority
in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of the notes to the public in the Relevant Member State at
any time:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010
PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior
consent of the relevant dealer or dealers nominated by the Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the notes shall result in a requirement for the publication by the Issuer or the initial
purchasers of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this restriction, the expression an "offer of the notes to the public" in relation to any notes in
any Relevant Member State means the communication in any form and by any means of sufficient information on the
terms of the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as
the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member
State, 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 each Relevant Member State and the expression "2010 PD Amending Directive" means
Directive 2010/73/EU.
v

NOTICE TO U.K. INVESTORS
The issue and distribution of this offering memorandum is restricted by law. This offering memorandum is not
being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act
2000 by, a person authorized under the Financial Services and Markets Act 2000. This offering memorandum is for
distribution only to persons who (i) have professional experience in matters relating to investments (being investment
professionals falling within 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, etc.") of the Financial Promotion Order, (iii) are outside the United
Kingdom or (iv) 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) in connection with the issue or sale of any notes may
otherwise lawfully be communicated or caused to 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 offering memorandum
relates is available only to relevant persons and will be engaged in only with relevant persons. No part of this offering
memorandum should be published, reproduced, distributed or otherwise made available in whole or in part to any other
person without the prior written consent of the Issuer. The notes are not being offered or sold to any person in the United
Kingdom, except in circumstances which will not result in an offer of securities to the public in the United Kingdom
within the meaning of Part VI of the Financial Services and Markets Act 2000.

NOTICE TO LUXEMBOURG RESIDENTS
The Offering should not be considered a public offering of securities in the Grand Duchy of Luxembourg. This
offering memorandum may not be reproduced or used for any purpose other than this private placement nor provided to
any person other than the recipient thereof. The notes are offered to a limited number of sophisticated investors in all
cases under circumstances designed to preclude a distribution, which would be other than a private placement. All public
solicitations are banned and the sale may not be publicly advertised.

NOTICE TO NORWEGIAN INVESTORS
This offering memorandum has not been and will not be registered with the Norwegian prospectus authority.
Accordingly, this offering memorandum may not be made available, nor may the notes otherwise be marketed or offered
for sale, in Norway other than in circumstances that are exempted from the prospectus requirements under the Norwegian
Securities Trading Act (2007) chapter 7.

NOTICE TO DANISH INVESTORS
This offering memorandum has not been filed with or approved by any authority in the Kingdom of Denmark.
The notes have not been offered or sold and may not be offered, sold or delivered directly or indirectly in the Kingdom of
Denmark, unless in compliance with the Danish Act on Trading in Securities (Consolidated Act No. 795 of August 20,
2009, as amended from time to time) and any Orders issued thereunder.
vi

NOTICE TO DUTCH INVESTORS
The notes are not, will not and may not be, directly or indirectly, offered or acquired in the Netherlands, and this
offering memorandum may not be circulated in the Netherlands, as part of an initial distribution or any time thereafter,
other than to individuals or legal entities who or which qualify as qualified investors (gekwalificeerde beleggers) within
the meaning of article 1:1 of the Financial Supervision Act (Wet op het financieel toezicht), as amended from time to
time.

NOTICE TO SWEDISH INVESTORS
This offering memorandum has not been and will not be registered with the Swedish Financial Supervisory
Authority (Sw. Finansinspektionen). Accordingly, this offering memorandum may not be made available, nor may the
notes otherwise be marketed and offered for sale, in Sweden other than in circumstances that are deemed not to be an
offer to the public under the Swedish Financial Instruments Trading Act (Sw. lag (1991:980) om handel med finansiella
instrument).

NOTICE TO SWISS INVESTORS
The notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland. Neither
this offering memorandum nor any other offering or marketing material relating to the notes constitutes a prospectus as
such term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing
prospectus within the meaning of the listing rules of the SIX Swiss Exchange Ltd., and neither this offering
memorandum nor any other offering or marketing material relating to the notes may be publicly distributed or otherwise
made publicly available in Switzerland.

NOTICE TO ITALIAN INVESTORS
The Offering of notes has not been registered pursuant to Italian securities legislation and, accordingly, no notes
may be offered, sold or delivered, nor may copies of this offering memorandum or of any other document relating to the
notes be distributed in the Republic of Italy, except: (i) to qualified investors (investitori qualificati), as defined pursuant
to Article 100 of Legislative Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services Act") and
Article 34-ter, first paragraph, letter b) of Regulation No. 11971 of 14 May 1999, as amended from time to time
("Regulation No. 11971"); or (ii) in other circumstances which are exempted from the rules on public offerings pursuant
to Article 100 of the Italian Financial Services Act and Article 34-ter of Regulation No. 11971. Any offer, sale or
delivery of the notes, or distribution of copies of this offering memorandum or any other document relating to the notes
in the Republic of Italy under (i) or (ii) above must be: (a) made by an investment firm, bank or financial intermediary
permitted to conduct such activities in the Republic of Italy in accordance with the Italian Financial Services Act,
CONSOB Regulation No. 16190 of 23 October 2007 (as amended from time to time) and Legislative Decree No. 385 of
1 September 1993, as amended (the "Banking Act"); and (b) in compliance with any other applicable laws and
regulations, or requirement imposed by CONSOB or any other Italian authority.
vii

NOTICE TO SPANISH INVESTORS
The Offering has not been and will not be verified by or registered with the Spanish Securities Market
Commission ("Comisión Nacional del Mercado de Valores"). The notes may not be offered or sold in the Kingdom of
Spain by means of a public offer as defined and construed by Article 30 bis of Law 24/1988 of 28 July, on the Spanish
Securities Market (as amended by Law 37/1998, of 16 November and Royal Decree Law 5/2005, of 11 March, among
others), Article 38 of Royal Decree 1310/2005, of 4 November, on admission to listing and public offer of securities, and
any other regulations that may be in force from time to time, but the notes may be offered or sold in Spain in
circumstances which do not qualify as a public offer or pursuant to an exception in compliance with the requirements of
such Law 24/1988 (as amended), Royal Decree 1310/2005, and any regulations related to it which may be in force from
time to time.

NOTICE TO FRENCH INVESTORS
This offering memorandum has not been prepared and is not being distributed in the context of an offer to the
public of financial securities in France within the meaning of Article L.411-1 of the French Code monétaire et financier
and Title 1 of Book II of the Règlement Général de l'Autorité des Marchés Financiers, and has not been approved by,
registered or filed with the Autorité des marchés financiers (the "AMF"). Therefore, the notes may not be, directly or
indirectly, offered or sold to the public in France and this offering memorandum has not been and will not be released,
issued or distributed or cause to be released, issued or distributed to the public in France or used in connection with any
offer for subscription or sales of the notes to the public in France. Offers, sales and distributions have only been and shall
only be made in France to: (i) providers of investment services relating to portfolio management for the account of third
parties (personnes fournissant le service d'investissement de gestion de portefeuille pour le compte de tiers), (ii) qualified
investors (investisseurs qualifiés) and/or (iii) a limited group of investors (cercle restreint d'investisseurs) acting solely
for their own account, all as defined in and in accordance with Articles L.411-2, D.411-1 to D.411-4, D.744-1, D.754-1
and D.764-1 of the French Code monétaire et financier. Prospective investors are informed that (a) this offering
memorandum has not been and will not be submitted for clearance to the AMF, (b) in compliance with Articles L.411-2
and D.411-1 through D.411-4 of the French Code monétaire et financier, any investors subscribing for the notes should
be acting for their own account and (c) the direct and indirect distribution or sale to the public of the notes acquired by
them may only be made in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 through L. 621-8-3 of the
French Code monétaire et financier.

NOTICE TO AUSTRIAN INVESTORS
This offering memorandum has not been or will not be approved and/or published pursuant to the Austrian
Capital Markets Act (Kapitalmarktgesetz), as amended. Neither this offering memorandum nor any other document
connected therewith constitutes a prospectus according to the Austrian Capital Markets Act and neither this offering
memorandum nor any other document connected therewith may be distributed, passed on or disclosed to any other
person in Austria. No steps may be taken that would constitute a public offering of the notes in Austria and the Offering
of the notes may not be advertised in Austria. Any offer of the notes in Austria will only be made in compliance with the
provisions of the Austrian Capital Markets Act and all other laws and regulations in Austria applicable to the offer and
sale of the notes in Austria.
viii