Bond Ineosys 2.875% ( XS1843437549 ) in EUR

Ineosys

99.56 % ▲

Switzerland

XS1843437549 ( in EUR )

2.875% per year ( payment 2 times a year)

30/04/2026

Prospectus brochure of the bond Ineos XS1843437549 en EUR 2.875%, maturity 30/04/2026

01/11/2025 ( In 146 days )

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 XS1843437549, pays a coupon of 2.875% per year.
The coupons are paid 2 times per year and the Bond maturity is 30/04/2026

NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
OFFERING MEMORANDUM

INEOS Finance plc
770,000,000 2% Senior Secured Notes due 2026
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") is offering (the "Offering") 770,000,000 aggregate principal amount of its 2% Senior Secured Notes due
2026 (the "Notes"). Interest will accrue from April 24, 2019 and be payable semi-annually on the Notes on May 1 and November 1 of each year, beginning
November 1, 2019.
The Notes will mature on May 1, 2026. Some or all of the Notes may be redeemed prior to May 1, 2022, by paying 100% of the principal amount
of such Notes plus a "make-whole" premium, and at any time on or after May 1, 2022, at the redemption prices set forth in this offering memorandum. In
addition, at any time on or prior to May 1, 2022, we may redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds of certain
equity offerings.
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 the Issuer's senior secured obligations 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 guaranteed by INEOS Group Holdings S.A. (the "Parent"), INEOS Luxembourg I S.A. ("Lux
I"), INEOS Holdings Limited and certain of their subsidiaries on a senior secured basis (together, the "Guarantors"). Within 30 days (or in the case of certain
deposit account and security account control agreements and certain real property collateral, 60 days and 90 days, respectively) after issuance, the Notes and
the guarantees will be secured by first ranking liens (subject to certain exceptions) on the same assets that secure the 2025 Senior Secured Notes, the
Schuldschein Loan and the Senior Secured Term Loans as more fully described in "Description of the Collateral and Guarantees," and elsewhere in this
offering memorandum.
This offering memorandum includes more detailed information on the terms of the Notes, the guarantees and the security interests as briefly
described above, including redemption and repurchase prices, security, covenants and transfer restrictions and thus, the offering memorandum should be
read as a whole by any prospective purchaser in making a determination as to whether to invest in the Notes. This offering memorandum may only be used
for the purposes for which it has been published.
Currently there is no public market for the Notes. 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 of the Luxembourg Stock Exchange (the "Euro MTF Market"). This offering memorandum constitutes a
prospectus for purposes of Part IV of the Luxembourg law on prospectus securities dated July 10, 2005, as amended. The Euro MTF market is not a
regulated market pursuant to the provisions of Directive 2014/65/EC on markets in financial instruments. The Euro MTF market falls within the scope of
Regulation (EC) 596/2014 on market abuse and Directive 2014/57/EU on criminal sanctions for market abuse.
Investing in the Notes involves risks that are described in the "Risk Factors" section beginning on
page 22 of this offering memorandum.

Issue price for the 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 (i) qualified institutional buyers in
accordance with Rule 144A under the Securities Act and (ii) 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."
Delivery of the Notes was made to investors in book-entry form through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking, S.A.
("Clearstream") on April 24, 2019. 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
J.P. Morgan
Barclays
Joint Bookrunners
BNP PARIBAS
BofA Merrill Lynch
Citigroup
Goldman Sachs International
ING
NatWest Markets
Santander Corporate & Investment Banking

The date of this offering memorandum is April 24, 2019.

You should rely only on the information contained in this offering memorandum. None of the Issuer, the
Guarantors, any other members of the Group 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, any other members of 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-IFRS INFORMATION .................................................. xii
CERTAIN DEFINITIONS .......................................................................................................................... xiv
EXCHANGE RATE INFORMATION ....................................................................................................... xxi
FORWARD-LOOKING STATEMENTS .................................................................................................. xxii
TAX CONSIDERATIONS ....................................................................................................................... xxiv
TRADEMARKS AND TRADE NAMES ................................................................................................. xxiv
HISTORICAL AND CURRENT MARKET AND INDUSTRY DATA .................................................. xxiv
SUMMARY ....................................................................................................................................................1
RECENT DEVELOPMENTS ....................................................................................................................... 11
THE OFFERING ........................................................................................................................................... 12
SUMMARY HISTORICAL CONSOLIDATED AND OTHER FINANCIAL INFORMATION ............... 18
RISK FACTORS ........................................................................................................................................... 22
THE TRANSACTIONS ................................................................................................................................ 57
USE OF PROCEEDS .................................................................................................................................... 58
CAPITALIZATION ...................................................................................................................................... 59
SELECTED CONSOLIDATED FINANCIAL INFORMATION ................................................................ 60
OPERATING AND FINANCIAL REVIEW AND PROSPECTS ................................................................ 63
INDUSTRY AND MARKET OVERVIEW ................................................................................................. 87
BUSINESS .................................................................................................................................................. 103
THE ISSUER ............................................................................................................................................... 140
MANAGEMENT ........................................................................................................................................ 141
PRINCIPAL SHAREHOLDERS ................................................................................................................ 143
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .......................................... 144
DESCRIPTION OF OTHER INDEBTEDNESS ........................................................................................ 147
DESCRIPTION OF THE NOTES ............................................................................................................... 173
DESCRIPTION OF THE COLLATERAL AND THE GUARANTEES .................................................... 282
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND THE
SECURITY INTERESTS ............................................................................................................. 291
BOOK-ENTRY; DELIVERY AND FORM ............................................................................................... 335
CERTAIN TAX CONSIDERATIONS ....................................................................................................... 340
NOTICE TO INVESTORS ......................................................................................................................... 346

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PLAN OF DISTRIBUTION ........................................................................................................................ 351
LEGAL MATTERS .................................................................................................................................... 355
INDEPENDENT AUDITORS .................................................................................................................... 355
WHERE YOU CAN FIND MORE INFORMATION ................................................................................ 356
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS ...................................................... 357
LISTING AND GENERAL INFORMATION ............................................................................................ 367
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS .................................................................. F-1

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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. 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 caption "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.
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 caption "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 Euroclear or Clearstream currently in effect. While

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we accept responsibility for accurately summarizing the information concerning 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."

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STABILIZATION
IN CONNECTION WITH THE OFFERING, J.P. MORGAN SECURITIES PLC, (THE "STABILIZING
MANAGER") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING 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, STABILIZATION MAY NOT NECESSARILY OCCUR. ANY STABILIZATION 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 CEASE AT ANY TIME, BUT IT MUST END
NO LATER THAN THE EARLIER OF 30 DAYS AFTER THE ISSUE DATE OF THE NOTES AND 60 DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR
OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZATION MANAGER (OR PERSONS
ACTING ON BEHALF OF THE STABILIZATION MANAGER) IN ACCORDANCE WITH ALL APPLICABLE
LAWS AND RULES.

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.

NOTICE TO EEA INVESTORS
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 defined below) from the requirement to produce a
prospectus for offers of the Notes. In relation to each member state (a "Member State") of the European Economic
Area (the "EEA") which has implemented the Prospectus Directive (each, a "Relevant Member State"), with effect
from and including the date on which the Prospectus Directive is implemented in that Relevant Member State no
offer of Notes to the public in that Relevant Member State may be made other than:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 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 referred to in clauses (a) to (c) above shall require the publication by the
Issuer or any dealer of a prospectus pursuant to Article 3 of the Prospectus Directive or a supplement to a prospectus
pursuant to Article 16 of the Prospectus Directive. Accordingly, any person making or intending to make any offer
within the EEA of the Notes should only do so in circumstances in which no obligation arises for the Issuer or any
dealer to produce a prospectus for such offer. Neither the Issuer nor any dealer has authorized, nor do they authorize,

v

the making of any offer of Notes through any financial intermediary, other than offers made by any dealer, which
constitute the final placement of the Notes contemplated in this offering memorandum.
Solely for the purposes of the product approval process of the manufacturers, the target market assessment
in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels
for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the
manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target
market assessment) and determining appropriate distribution channels.
The Notes described in this offering memorandum are not intended to be offered or sold to and should not
be offered or sold to any retail investor in the EEA. For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II or (ii) a customer within the
meaning of Directive 2016/97/EU (as amended), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. No key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPS Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared. Offering or selling the Notes or otherwise making them
available to any retail investor in the EEA may be unlawful under the PRIIPS Regulation.
For the purposes of this restriction, 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.

NOTICE TO GERMAN INVESTORS
The Offering is not a public offering in Germany. The Notes may only be offered, sold and acquired in
accordance with the provisions of the German Securities Prospectus Act (Wertpapierprospektgesetz) (the "Securities
Prospectus Act"), as amended, the Commission Regulation (EC) No. 809/2004 of April 29, 2004, as amended, and
any other applicable German law governing the issue, offering and sale of securities. No application will be made
under German law to permit a public offer of Notes in Germany. This offering memorandum has not been approved
for purposes of a public offer of the Notes under the Securities Prospectus Act or the Prospectus Directive (as
defined above) and accordingly the Notes are not being, and may not be, offered or advertised publicly or by public
promotion in Germany. Therefore, this offering memorandum is strictly for private use and the offer is only being
made to recipients to whom the document is personally addressed and does not constitute an offer or advertisement
to the public. The Notes will only be available to and this offering memorandum and any other offering material in
relation to the Notes is directed only at persons who are qualified investors (qualifizierte Anleger) within the
meaning of Section 2 No. 6 of the Securities Prospectus Act. Any resale of the Notes in Germany must be made in
accordance with the Securities Prospectus Act and other applicable laws. The Issuer has not filed, and does not
intend to file, a securities prospectus with the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) ("BaFin") or obtain a notification to the BaFin from another competent authority of a
member state of the European Economic Area.

NOTICE TO U.K. INVESTORS
In the United Kingdom, this offering memorandum is being distributed only to and is directed only at:
(a) persons who are "investment professionals" falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Order"), (b) high net worth companies, unincorporated
associations and other bodies within the categories described in Article 49(2)(a) to (d) of the Order and (c) any other
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 (the "FSMA")) in connection with the issue or sale of any Notes may

vi

otherwise lawfully be communicated or caused to be communicated. Each initial purchaser: (a) has only
communicated or caused to be communicated and will only communicate or cause to be communicated an invitation
or inducement to engage in investment activity (within the meaning of Section 21 of the FSMA) received by it in
connection with the issue or sale of any Notes in circumstances in which Section 21(1) of the FSMA does not apply
to the Issuer and (b) has complied and will comply with all applicable provisions of the FSMA in respect of
anything done by it in relation to any Notes in, from or otherwise involving the United Kingdom.

NOTICE TO LUXEMBOURG INVESTORS
This offering memorandum has not been approved by and will not be submitted for approval to the
Luxembourg regulator of the financial sector (Commission de Surveillance du Secteur Financier) (the "CSSF") or a
competent authority in another EU Member State for notification to the CSSF, for purposes of public offering or sale
of securities in the Grand Duchy of Luxembourg. Accordingly, the Notes may not be offered or sold to the public in
Luxembourg directly or indirectly, and neither this offering memorandum nor any other circular, prospectus, form of
application, advertisement or other material may be reproduced, distributed, or otherwise made available in or from,
or published in Luxembourg, except in circumstances which do not constitute a public offer of securities to the
public, subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on
prospectuses for securities, as amended, nor provided to any person other than the recipient thereof.

NOTICE TO NORWEGIAN INVESTORS
This offering memorandum has not and will not be registered with the Financial Supervisory Authority of
Norway. Accordingly, the Notes shall not, directly or indirectly, be sold or offered to be sold in Norway or to
Norwegian tax-residents, except that the Notes may be offered:
(a)
to "professional investors" as defined in Section 7-1 and Sections 10-2 to 10-5 of the Norwegian
Securities Regulation of June 29, 2007 No. 876;
(b)
to fewer than 150 natural or legal persons (other than "professional investors" as defined in
Section 7-1 in the Norwegian Securities Regulation of June 29, 2007 No. 876), subject to
obtaining the prior consent of the relevant initial purchaser for any such offer; or
(c)
in any other circumstances provided that no such offer of Notes shall result in a requirement for
the registration, or the publication by the Issuer or the initial purchasers, of a prospectus pursuant
to the Norwegian Securities Trading Act of June 29, 2007 No. 75.

NOTICE TO DANISH INVESTORS
This offering memorandum has not been filed with or approved by the Danish Financial Supervisory
Authority or any other 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 Securities Trading Act (Consolidated Act No. 1530 of 2 February 2015 on Trading of Securities etc., as
amended from time to time) and any Executive Orders issued thereunder and in compliance with Executive Order
no. 623 of 24 April 2015 issued pursuant to the Danish Financial Business Act (Consolidated Act No. 182 of
18 February 2015 on financial business, as amended from time to time).

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

vii

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 is not a prospectus and has not been prepared in accordance with the
prospectus requirements provided for in the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om
handel med finansiella instrument) nor any other Swedish enactment. Neither the Swedish Financial Supervisory
Authority (Sw. Finansinspektionen) nor any other Swedish public body has examined, approved or registered this
offering memorandum or will examine, approve or register this offering memorandum. 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 constitute an exemption from the requirement to prepare a prospectus under the
Swedish Financial Instruments Trading Act.

NOTICE TO SWISS INVESTORS
The Notes may not be publicly offered, sold or advertised, directly or indirectly, in, into or from
Switzerland and will not be listed on the SIX Swiss Exchange Ltd. or any other exchange or regulated trading
facility in 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.
Neither this offering memorandum nor any other offering or marketing material relating to the Offering nor
the Issuer nor the Notes has been or will be filed with or approved by any Swiss regulatory authority. The Notes are
not subject to the supervision by any Swiss regulatory authority, e.g., the Swiss Financial Market Supervisory
Authority FINMA ("FINMA"), and investors in the Notes will not benefit from protection or supervision by such
authority.

NOTICE TO ITALIAN INVESTORS
(a)
This offering memorandum has not been prepared as part of a public offer in the Republic of Italy
within the meaning of Article 1, paragraph 1(t) of Legislative Decree No. 58 of February 24, 1998,
as amended (the "Consolidated Financial Act") and as such has not been submitted to the
Commissione Nazionale per la Societa e la Borsa ("CONSOB") (the Italian Securities Exchange
Commission) for its prior approval. Accordingly, the Notes may not, and will not, 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: to qualified investors (investitori
qualificati) as defined in Article 26, paragraph 1, letter d) of CONSOB Regulation No. 16190 of
October 29, 2007, as amended (the "Intermediaries Regulation"), pursuant to Article 100,
paragraph 1, letter a) of the Consolidated Financial Act and Article 34-ter, paragraph 1, letter b) of
CONSOB Regulation No. 11971 of May 14, 1999, as amended (the "Issuers Regulation"),
provided that such qualified investors will act in their capacity and not as depositaries or nominee
for other persons; or
(b)
in any other circumstances where an express exemption from compliance with the restrictions on
offers to the public applies, including, without limitation, as provided under Article 100 of the
Consolidated Financial Act and Article 34-ter of the Issuers Regulation.

viii

Any offer, sale, resale, 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 (a) or (b) 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 Consolidated Financial Act, Legislative Decree
No. 385 of September 1, 1993 (the "Banking Act"); and Regulation No. 16190 of October 29,
2007 (in each case, as amended from time to time);
(b)
in compliance with Article 129 of the Banking Act, as amended, and the implementing guidelines
of the Bank of Italy, as amended from time to time, pursuant to which the Bank of Italy may
request information on the issue or the offer of securities in the Republic of Italy; and
(c)
in compliance with any other applicable laws and regulations or requirement imposed by
CONSOB or other Italian authority.
Pursuant to Art. 100 bis of the Consolidated Financial Act, any subsequent resale to the public of securities
which were previously offered in the context of an offer exempted from the obligation to publish a prospectus shall
be regarded as a separate offer to the public in Italy unless it is exempted from the rules on public offering
Article 100 of the Consolidated Financial Act and Article 34-ter of the Issuers Regulation.

NOTICE TO SPANISH INVESTORS
The Notes may not be sold, offered or distributed to persons in Spain, except in circumstances which do not
constitute a public offer (oferta pública) of securities in Spain, within the meaning of the Royal Legislative Decree
4/2015, of October 23, approving the amended and restated text of the Spanish Securities Market Law (texto
refundido de la Ley del Mercado de Valores aprobado por el Real Decreto Legislativo 4/2015, de 23 de octubre), as
amended and restated, and Royal Decree 1310/2005, of November 4, on the listing of securities, public offers and
applicable prospectus (Real Decreto 1310/2005, de 4 de noviembre, por el que se desarrolla parcialmente la
Ley 24/1988, de 28 de julio, del Mercado de Valores en materia de admisio a negociacio de valores en mercados
secundarios oficiales, de ofertas públicas de venta o suscripción y del folleto exigible a tales efectos), as amended
from time to time (the "Spanish Securities Market Law"). Neither the Notes, this Offering nor this Offering
Memorandum and its contents have been approved or registered with the Spanish Securities and Exchange
Commission (Comisio Nacional del Mercado de Valores), and therefore it is not intended for the public offering of
Notes in Spain.

NOTICE TO FRENCH INVESTORS
This offering memorandum has not been prepared in the context of a public offering of financial securities
in France within the meaning of Article L. 411-1 of the French Code monétaire et financier and Title I of Book II of
the Règlement Général of the Autoritè des marchés financiers (the French financial markets authority ("AMF"))
and, therefore, has not been approved by, or registered or filed with, the AMF and does not require a prospectus to
be submitted for approval to the AMF. Consequently, the Notes may not be, directly or indirectly, offered or sold to
the public in France (offre au public de titres financiers), and neither this offering memorandum nor any offering or
marketing materials relating to the Notes may be made available or distributed in any way that would constitute,
directly or indirectly, an offer to the public in France. The Notes may only be offered or sold in France pursuant to
Article L. 411-2-II of the French Code monétaire et financier 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 qualifiès) acting for their own account
or (iii) a limited group of investors (cercle restreint d'investisseurs) acting for their own account, all as defined in
and in accordance with Articles L. 411-2, D. 411-1, 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: (i) this offering memorandum has not been and will
not be submitted for clearance to the AMF; (ii) in compliance with Articles L. 411-2, D. 411-1, D. 411-4, D. 744-1,
D. 754-1 and D. 764-1 of the French Code monétaire et financier, any investors subscribing for the Notes should be

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