Obligation Massachusets Institute of Technology (MIT) 5.6% ( US575718AA93 ) en USD

Société émettrice Massachusets Institute of Technology (MIT)
Prix sur le marché refresh price now   100 %  ▼ 
Pays  Etas-Unis
Code ISIN  US575718AA93 ( en USD )
Coupon 5.6% par an ( paiement semestriel )
Echéance Perpétuelle



Prospectus brochure de l'obligation Massachusetts Institute of Technology (MIT) US575718AA93 en USD 5.6%, échéance Perpétuelle


Montant Minimal 1 000 USD
Montant de l'émission 750 000 000 USD
Cusip 575718AA9
Notation Standard & Poor's ( S&P ) AAA ( Première qualité )
Notation Moody's N/A
Prochain Coupon 01/07/2026 ( Dans 87 jours )
Description détaillée Le Massachusetts Institute of Technology (MIT) est une université privée de recherche à Cambridge, Massachusetts, réputée pour son excellence dans les domaines de la science, de l'ingénierie et de la technologie.

L'Obligation émise par Massachusets Institute of Technology (MIT) ( Etas-Unis ) , en USD, avec le code ISIN US575718AA93, paye un coupon de 5.6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le Perpétuelle
L'Obligation émise par Massachusets Institute of Technology (MIT) ( Etas-Unis ) , en USD, avec le code ISIN US575718AA93, a été notée AAA ( Première qualité ) par l'agence de notation Standard & Poor's ( S&P ).







NEW ISSUE ­ BOOK-ENTRY ONLY
$750,000,000
MaSSachUSETTS INSTITUTE Of TEchNOLOgY
Taxable Bonds, Series B
5.60% Bonds due July 1, 2111
Issue price: 99.581%
cUSIP: 575718aa9*
Interest payable: January 1 and July 1
Dated: Date of Delivery
The Massachusetts Institute of Technology Taxable Bonds, Series B (the "Bonds") will be issued
pursuant to the terms of an Indenture of Trust, dated as of May 1, 2011 (the "Indenture"), by and between
the Massachusetts Institute of Technology (the "Institution") and The Bank of New York Mellon Trust
Company, N.A., as trustee (the "Trustee"). The proceeds of the Bonds will be used by the Institution to
support current or future capital projects consistent with the Institution's capital plan and/or to refinance
existing indebtedness and to pay costs of issuance.
The Bonds will be issued in fully registered form in denominations of $1,000 and any integral multiple
thereof and, when issued, will be registered under a global book-entry system in the name of Cede & Co.,
as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities
depository for the Bonds. Individual purchases will be made in book-entry form only, in principal amounts
of $1,000 and any integral multiple thereof. Purchasers of the Bonds will not receive physical certificates
(except under certain circumstances described in the Indenture) representing their ownership interests in
the Bonds purchased.
Interest on the Bonds will be payable on January 1 and July 1 of each year, commencing on
January 1, 2012. So long as the Bonds are held by DTC, the principal or Make-Whole Redemption Price
(as defined herein) of and interest on the Bonds will be payable by wire transfer to DTC, which in turn is
required to remit such principal or Make-Whole Redemption Price and interest to the DTC Participants for
subsequent disbursement to the Beneficial Owners of the Bonds, as more fully described in "BOOK-ENTRY
ONLY SYSTEM" herein.
The Bonds are subject to optional redemption prior to their stated maturity as described
herein. See "ThE BONDS ­ Redemption" herein.
Interest on the Bonds is generally subject to inclusion in federal gross income of the holders
thereof. for a discussion of certain federal tax considerations, see "cERTaIN UNITED STaTES
fEDERaL TaX cONSIDERaTIONS" herein.
The Bonds constitute unsecured general obligations of the Institution. The Institution
has other unsecured general obligations outstanding. See aPPENDIX B ­ "REPORT Of ThE
TREaSURER fOR ThE YEaR ENDED JUNE 30, 2010" attached hereto. Moreover, the Institution
is not restricted by the Indenture or otherwise from incurring additional indebtedness. Such
additional indebtedness, if issued, may be either secured or unsecured and may be entitled to
payment prior to payment on the Bonds. See "SEcURITY fOR ThE BONDS" herein.
This cover page contains certain information for quick reference only. It is not intended
to be a summary of this issue. Investors must read the entire Offering Memorandum to obtain
information essential to the making of an informed investment decision.
The Bonds are offered by the Underwriters, when, as and if issued by the Institution and accepted by
the Underwriters, subject to the approval of legality by Greenberg Traurig, LLP, Boston, Massachusetts,
counsel to the Institution. In addition, certain other legal matters will be passed upon for the Underwriters
by their counsel, Orrick, Herrington & Sutcliffe LLP, New York, New York. It is expected that the Bonds will
be available for delivery to DTC in New York, New York on or about May 18, 2011.
Barclays capital
J.P. Morgan
Morgan Stanley
May 11, 2011
__________________________
* The CUSIP numbers have been assigned by an independent company not affiliated with the Institution and are included solely
for the convenience of the owners of the Bonds. None of the Institution, the Trustee or the Underwriters is responsible for the
selection or uses of the CUSIP numbers, and no representation is made as to their correctness on the Bonds or as indicated
above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the Bonds as a result of
various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity.


TABLE OF CONTENTS
Page
GENERAL INFORMATION ....................................................................................................................................... i
INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS
OUTSIDE THE UNITED STATES .............................................................................................................. ii
SUMMARY OF THE OFFERING .......................................................................................................................... xiv
INTRODUCTION ....................................................................................................................................................... 1
Purpose of the Bonds and the Plan of Finance .............................................................................................. 1
The Institution ............................................................................................................................................... 1
The Bonds ..................................................................................................................................................... 1
Security for the Bonds ................................................................................................................................... 1
Additional Bonds ........................................................................................................................................... 2
Outstanding Indebtedness .............................................................................................................................. 2
Redemption ................................................................................................................................................... 2
Book-Entry Only System .............................................................................................................................. 2
Certain Information Related to this Offering Memorandum ......................................................................... 2
PLAN OF FINANCE .................................................................................................................................................. 3
THE BONDS ............................................................................................................................................................... 3
Description of the Bonds ............................................................................................................................... 3
Redemption ................................................................................................................................................... 4
Partial Redemption of Bonds ........................................................................................................................ 5
Notice of Redemption ................................................................................................................................... 5
Effect of Redemption .................................................................................................................................... 6
Selection of Bonds for Redemption within a Maturity .................................................................................. 6
BOOK-ENTRY ONLY SYSTEM .............................................................................................................................. 6
General .......................................................................................................................................................... 7
Certificated Bonds ....................................................................................................................................... 10
Global Clearance Procedures ...................................................................................................................... 10
SECURITY FOR THE BONDS ................................................................................................................................ 15
General ........................................................................................................................................................ 15
Certain Funds and Accounts Established by the Indenture ......................................................................... 16
CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS ................................................................... 16
Certain U.S. Federal Income Tax Consequences to U.S. Holders ............................................................... 18
Certain U.S. Federal Income and Estate Tax Consequences to Non-U.S. Holders ..................................... 21
ERISA CONSIDERATIONS .................................................................................................................................... 23
UNDERWRITING .................................................................................................................................................... 25
CONTINUING DISCLOSURE ................................................................................................................................. 26
APPROVAL OF LEGALITY ................................................................................................................................... 26
FINANCIAL STATEMENTS ................................................................................................................................... 26
INDEPENDENT ACCOUNTANTS ......................................................................................................................... 26
RATINGS .................................................................................................................................................................. 26
MISCELLANEOUS .................................................................................................................................................. 27
CERTAIN INFORMATION REGARDING THE INSTITUTION ........................................................ APPENDIX A
REPORT OF THE TREASURER FOR THE YEAR ENDED JUNE 30, 2010 ...................................... APPENDIX B
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE ...................................................... APPENDIX C
PROPOSED FORM OF OPINION OF COUNSEL TO THE INSTITUTION ....................................... APPENDIX D




GENERAL INFORMATION
This Offering Memorandum does not constitute an offer to sell the Bonds in any jurisdiction in which or to
any person to whom it is unlawful to make such an offer. No dealer, salesperson or other person has been
authorized by Barclays Capital Inc., Morgan Stanley & Co. Incorporated and J.P. Morgan Securities LLC (the
"Underwriters") or the Institution to give any information or to make any representations, other than those contained
herein, in connection with the offering of the Bonds and, if given or made, such information or representations must
not be relied upon.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the Bonds, or determined that this Offering Memorandum is accurate or complete. Any
representation to the contrary is a criminal offense. The Bonds have not been and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act"), and are being issued in reliance on an exemption or on
exemptions contained therein. The Bonds are not exempt in every jurisdiction in the United States; some
jurisdictions' securities laws (the "blue sky laws") may require a filing and a fee to secure the Bonds' exemption
from registration.
The distribution of this Offering Memorandum and the offer or sale of Bonds may be restricted by law in
certain jurisdictions. Neither the Institution nor the Underwriters represent that this Offering Memorandum may be
lawfully distributed, or that any Bonds 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
Institution or the Underwriters which would permit a public offering of any of the Bonds or distribution of this
Offering Memorandum in any jurisdiction where action for that purpose is required. To be clear, action may be
required to secure exemptions from the blue sky registration requirements either for the primary distributions or any
secondary sales that may occur. Accordingly, none of the Bonds may be offered or sold, directly or indirectly, and
neither this Offering Memorandum 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.
All information set forth herein has been obtained from the Institution and other sources. Estimates and
opinions are included and should not be interpreted as statements of fact. Summaries of documents do not purport
to be complete statements of their provisions. The information and expressions of opinion herein are subject to
change without notice, and neither the delivery of this Offering Memorandum nor any sale made hereunder will,
under any circumstances, create any implication that there has been no change in the affairs of the Institution since
the date hereof.
Certain statements included or incorporated by reference in this Offering Memorandum constitute
"forward-looking statements" within the meaning of the United States Private Securities Litigation Reform Act of
1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the
Securities Act. Such statements are generally identifiable by the terminology used such as "plan," "expect,"
"estimate," "budget," "intend," "projection" or other similar words. Such forward-looking statements include, but
are not limited to, certain statements contained in the information in APPENDIX A ­ "CERTAIN INFORMATION
REGARDING THE INSTITUTION" and APPENDIX B ­ "REPORT OF THE TREASURER FOR THE YEAR
ENDED JUNE 30, 2010." A number of important factors, including factors affecting the Institution's financial
condition and factors which are otherwise unrelated thereto, could cause actual results to differ materially from those
stated in such forward-looking statements. THE INSTITUTION DOES NOT PLAN TO ISSUE ANY UPDATES
OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR
EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.
The Underwriters have provided the following sentence for inclusion in this Offering Memorandum. The
Underwriters have reviewed the information in this Offering Memorandum in accordance with, and as part of, their
responsibility to investors under the federal securities laws as applied to the facts and circumstances of this
transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.
IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVERALLOT OR
EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS
AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET.
SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
i




INFORMATION CONCERNING OFFERING RESTRICTIONS
IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES
REFERENCES HEREIN TO THE "ISSUER" MEAN THE MASSACHUSSETTS INSTITUTE OF
TECHNOLOGY AND REFERENCES TO "BONDS" OR "SECURITIES" MEAN THE BONDS OFFERED
HEREBY.
MINIMUM UNIT SALES
THE BONDS WILL TRADE AND SETTLE ON A UNIT BASIS (ONE UNIT EQUALING ONE BOND
OF $1,000 PRINCIPAL AMOUNT). FOR ANY SALES MADE OUTSIDE THE UNITED STATES, THE
MINIMUM PURCHASE AND TRADING AMOUNT IS 150 UNITS (BEING 150 BONDS IN AN AGGREGATE
PRINCIPAL AMOUNT OF $150,000).
NOTICE TO PROSPECTIVE INVESTORS LOCATED IN AUSTRALIA
NO PROSPECTUS, PRODUCT DISCLOSURE STATEMENT OR OTHER DISCLOSURE
DOCUMENT (AS DEFINED IN THE CORPORATIONS ACT) IN RELATION TO THE BONDS HAS BEEN,
OR WILL BE, LODGED WITH THE AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION
("ASIC"). EACH JOINT LEAD MANAGER HAS REPRESENTED AND AGREED THAT IT: (A) HAS NOT
(DIRECTLY OR INDIRECTLY) OFFERED FOR ISSUE OR SALE OR INVITED APPLICATIONS FOR THE
ISSUE OR OFFERS TO PURCHASE, AND WILL NOT OFFER FOR ISSUE OR SALE OR INVITE
APPLICATIONS FOR THE ISSUE OR OFFERS TO PURCHASE, MADE OR INVITED, AND WILL NOT
MAKE OR INVITE, AN OFFER OF ANY BONDS FOR ISSUE OR SALE IN AUSTRALIA (INCLUDING AN
OFFER OR INVITATION WHICH IS RECEIVED BY A PERSON IN AUSTRALIA); AND (B) HAS NOT
DISTRIBUTED OR PUBLISHED, AND WILL NOT DISTRIBUTE OR PUBLISH, ANY DRAFT,
PRELIMINARY OR DEFINITIVE OFFERING OR INFORMATION MEMORANDUM, ADVERTISEMENT OR
OTHER OFFERING MATERIAL RELATING TO THE BONDS IN AUSTRALIA, UNLESS (I) THE MINIMUM
AGGREGATE CONSIDERATION PAYABLE BY EACH OFFEREE OR INVITEE IS AT LEAST A$500,000
(OR ITS EQUIVALENT IN OTHER CURRENCIES, BUT DISREGARDING MONEYS LENT BY THE
OFFEROR OR ITS ASSOCIATES) OR THE OFFER OR INVITATION OTHERWISE DOES NOT REQUIRE
DISCLOSURE TO INVESTORS IN ACCORDANCE WITH PART 6D.2 OR CHAPTER 7 OF THE
CORPORATIONS ACT AND IS NOT AN OFFER TO A "RETAIL CLIENT" UNDER CHAPTER 7 OF THE
CORPORATIONS ACT, AND (II) SUCH ACTION COMPLIES WITH ALL APPLICABLE LAWS AND
DIRECTIVES AND DOES NOT REQUIRE ANY DOCUMENT TO BE LODGED WITH ASIC.
NOTICE TO RESIDENTS OF BRAZIL
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE BRAZILIAN
SECURITIES COMMISSION (COMISSÃO DE VALORES MOBILIÁRIOS ­ "CVM"). ANY PUBLIC
OFFERING, AS DEFINED UNDER BRAZILIAN LAWS AND REGULATIONS, OF THE SECURITIES IN
BRAZIL IS NOT LEGAL WITHOUT SUCH PRIOR REGISTRATION UNDER LAW NO. 6.385/76.
NOTICE TO PROSPECTIVE INVESTORS IN THE PEOPLES REPUBLIC OF CHINA (PRC)
THIS OFFERING MEMORANDUM HAS NOT BEEN AND WILL NOT BE CIRCULATED OR
DISTRIBUTED IN THE PRC, AND THE SECURITIES MAY NOT BE OFFERED OR SOLD, AND WILL NOT
BE OFFERED OR SOLD TO ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY,
TO ANY RESIDENTS OF THE PRC EXCEPT PURSUANT TO APPLICABLE LAWS AND REGULATIONS
OF THE PRC. FOR THE PURPOSES OF THIS PARAGRAPH, THE PRC DOES NOT INCLUDE TAIWAN,
HONG KONG OR MACAU.
NOTICE TO PROSPECTIVE INVESTORS IN THE REPUBLIC OF COLOMBIA

THE BONDS OFFERED HEREBY ARE NOT AND WILL NOT BE REGISTERED AT THE
NATIONAL REGISTRY OF SECURITIES AND ISSUERS ("REGISTRO NACIONAL DE VALORES Y
EMISORES RNVE") AND ARE NOT SUPERVISED BY THE FINANCE SUPERINTENDENCE OF
COLOMBIA. SUBJECT TO COMPLIANCE WITH ALL APPLICABLE LAW, THE OFFERING OF SUCH
ii



SECURITIES SHOULD BE CARRIED OUT BY MEANS OF A LOCAL BROKER DULY AUTHORIZED BY
THE FINANCE SUPERINTENDENCE OF COLOMBIA TO ADVERTISE AND PERFORM ALL THE
MARKETING ACTIVITIES IN CONNECTION WITH THE SECURITIES BEING OFFERED. THIS
DOCUMENT IS NOT A PUBLIC OFFER AND DOES NOT CONSTITUTE AN OFFER OR SOLICITATION TO
ANY PERSON IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT
AUTHORIZED OR TO ANY PERSON TO WHOM IT WOULD BE UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
THE DISTRIBUTION OF THIS OFFERING MEMORANDUM AND THE OFFERING OF THE
BONDS MAY BE RESTRICTED IN CERTAIN JURISDICTIONS. THE ABOVE INFORMATION IS FOR
GENERAL GUIDANCE ONLY, AND IT IS THE RESPONSIBILITY OF ANY PERSON OR PERSONS IN
POSSESSION OF THIS OFFERING MEMORANDUM AND WISHING TO MAKE AN INVESTMENT IN THE
BONDS TO INFORM THEMSELVES OF, AND OBSERVE, ALL APPLICABLE LAWS AND REGULATIONS
OF ANY RELEVANT JURISDICTION. PROSPECTIVE INVESTORS SHOULD INFORM THEMSELVES AS
TO LEGAL REQUIREMENTS ALSO APPLYING, AS WELL AS ANY APPLICABLE EXCHANGE CONTROL
REGULATIONS AND TAXES IN THE COUNTRIES OF THEIR RESPECTIVE CITIZENSHIP, RESIDENCE
OR DOMICILE.
NOTICE TO PROSPECTIVE INVESTORS IN DENMARK
THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE A PROSPECTUS UNDER ANY
DANISH LAW AND HAS NOT BEEN FILED WITH OR APPROVED BY THE DANISH FINANCIAL
SUPERVISORY AUTHORITY BECAUSE THIS OFFERING MEMORANDUM HAS NOT BEEN PREPARED
IN THE CONTEXT OF A PUBLIC OFFERING OF SECURITIES IN DENMARK WITHIN THE MEANING OF
THE DANISH SECURITIES TRADING ACT OR ANY EXECUTIVE ORDERS ISSUED PURSUANT
THERETO. PURSUANT TO SECTION 11 (1) OF THE DANISH PROSPECTUS ORDER NO. 223 OF 10
MARCH 2010 AND SECTION 2 OF THE DANISH EXECUTIVE ORDER NO. 222 OF MARCH 10, 2010, THIS
OFFERING MEMORANDUM WILL ONLY BE DIRECTED TO:
(i) QUALIFIED INVESTORS AS DEFINED IN SECTION 2 OF THE DANISH PROSPECTUS
ORDER NO. 223 OF 10 MARCH 2010 AND/OR
(ii) FEWER THAN 100 NATURAL OR LEGAL PERSONS IN DENMARK, AND/OR
(iii) INVESTORS WHO ACQUIRE SECURITIES FOR A TOTAL CONSIDERATION OF AT
LEAST EUR 50,000 PER INVESTOR FOR EACH SINGLE OFFER OF SECURITIES,
AND/OR
(iv) SECURITIES WHICH ARE SUBJECT TO A MINIMUM DENOMINATION EQUIVALENT
TO AT LEAST EUR 50,000 PER SECURITY.
ACCORDINGLY, THIS OFFERING MEMORANDUM MAY NOT BE MADE AVAILABLE NOR
MAY THE SECURITIES OTHERWISE BE MARKETED AND OFFERED FOR SALE IN DENMARK OTHER
THAN IN CIRCUMSTANCES WHICH ARE DEEMED NOT TO BE CONSIDERED AS MARKETING OR AN
OFFER TO THE PUBLIC IN DENMARK.
NOTICE TO PROSPECTIVE INVESTORS IN DUBAI INTERNATIONAL FINANCIAL CENTRE
THIS OFFERING MEMORANDUM RELATES TO AN EXEMPT OFFER IN ACCORDANCE WITH
THE OFFERED SECURITIES RULES OF THE DUBAI FINANCIAL SERVICES AUTHORITY.
THIS OFFERING MEMORANDUM IS INTENDED FOR DISTRIBUTION ONLY TO PERSONS OF A
TYPE SPECIFIED IN THOSE RULES. IT MUST NOT BE DELIVERED TO, OR RELIED ON BY, ANY
OTHER PERSON.
THE DUBAI FINANCIAL SERVICES AUTHORITY HAS NO RESPONSIBILITY FOR REVIEWING
OR VERIFYING ANY DOCUMENTS IN CONNECTION WITH EXEMPT OFFERS. THE DUBAI FINANCIAL
SERVICES AUTHORITY HAS NOT APPROVED THIS OFFERING MEMORANDUM NOR TAKEN STEPS
TO VERIFY THE INFORMATION SET OUT IN IT, AND HAS NO RESPONSIBILITY FOR IT.
iii



THE SECURITIES TO WHICH THIS OFFERING MEMORANDUM RELATES MAY BE ILLIQUID
AND/OR SUBJECT TO RESTRICTIONS ON THEIR RESALE. PROSPECTIVE PURCHASERS OF THE
SECURITIES OFFERED SHOULD CONDUCT THEIR OWN DUE DILIGENCE ON THE SECURITIES.
IF YOU DO NOT UNDERSTAND THE CONTENTS OF THIS OFFERING MEMORANDUM YOU
SHOULD CONSULT AN AUTHORIZED FINANCIAL ADVISER.
NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA
THIS OFFERING MEMORANDUM HAS BEEN PREPARED ON THE BASIS THAT ALL OFFERS OF
THE SECURITIES WILL BE MADE PURSUANT TO AN EXEMPTION UNDER ARTICLE 3 OF DIRECTIVE
2003/7 1/EC (THE "PROSPECTUS DIRECTIVE"), AS IMPLEMENTED IN MEMBER STATES OF THE
EUROPEAN ECONOMIC AREA (THE "EEA"), FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS
FOR OFFERS OF THE SECURITIES. ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO
MAKE ANY OFFER WITHIN THE EEA OF THE SECURITIES SHOULD ONLY DO SO IN
CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUER OR ANY OF 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 SECURITIES THROUGH ANY FINANCIAL INTERMEDIARY, OTHER THAN OFFERS MADE
BY THE INITIAL PURCHASERS, WHICH CONSTITUTE THE FINAL PLACEMENT OF THE SECURITIES
CONTEMPLATED IN THIS OFFERING MEMORANDUM.
IN RELATION TO EACH MEMBER STATE OF THE EEA THAT 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, THE OFFER OF ANY SECURITIES WHICH IS THE SUBJECT OF THE
OFFERING CONTEMPLATED BY THIS OFFERING MEMORANDUM IS NOT BEING MADE AND WILL
NOT BE MADE TO THE PUBLIC IN THAT RELEVANT MEMBER STATE, OTHER THAN: (A) TO LEGAL
ENTITIES WHICH ARE AUTHORIZED OR REGULATED TO OPERATE IN THE FINANCIAL MARKETS
OR, IF NOT SO AUTHORIZED OR REGULATED, WHOSE CORPORATE PURPOSE IS SOLELY TO INVEST
IN SECURITIES; (B) TO ANY LEGAL ENTITY WHICH HAS TWO OR MORE OF (I) AN AVERAGE OF AT
LEAST 250 EMPLOYEES DURING THE LAST FINANCIAL YEAR, (II) A TOTAL BALANCE SHEET OF
MORE THAN EURO 43,000,000, AND (III) AN ANNUAL NET TURNOVER OF MORE THAN EURO
50,000,000, AS SHOWN IN ITS LAST ANNUAL OR CONSOLIDATED ACCOUNTS; (C) TO FEWER THAN
AN AGGREGATE OF 100 NATURAL OR LEGAL PERSONS (OTHER THAN QUALIFIED INVESTORS AS
DEFINED IN THE PROSPECTUS DIRECTIVE) SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE
RELEVANT UNDERWRITER OR UNDERWRITERS NOMINATED BY THE ISSUER; OR (D) IN ANY
OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 3(2) OF THE PROSPECTUS DIRECTIVE;
PROVIDED THAT NO SUCH OFFER OF THE SECURITIES SHALL REQUIRE THE ISSUER OR THE
INITIAL PURCHASERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS
DIRECTIVE.
FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN "OFFER OF SECURITIES TO
THE PUBLIC" IN RELATION TO THE SECURITIES 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 SECURITIES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO
DECIDE TO PURCHASE THE SECURITIES, AS THE SAME MAY BE VARIED IN THAT RELEVANT
MEMBER STATE BY ANY MEASURE IMPLEMENTING THE PROSPECTUS DIRECTIVE IN THAT
RELEVANT MEMBER STATE AND THE EXPRESSION "PROSPECTUS DIRECTIVE" MEANS DIRECTIVE
2003/7 1/BC AND INCLUDES ANY RELEVANT IMPLEMENTING MEASURE IN EACH RELEVANT
MEMBER STATE.
NOTICE TO RESIDENTS OF FRANCE
THE SECURITIES HAVE NOT BEEN OFFERED OR SOLD AND WILL NOT BE OFFERED OR
SOLD, DIRECTLY OR INDIRECTLY, BY WAY OF A PUBLIC OFFER IN FRANCE (OFFRE AU PUBLIC, AS
DEFINED IN ARTICLE L. 411-1, OF THE CODE MONÉTAIRE ET FINANCIER). THE SECURITIES MAY
ONLY BE SUBSCRIBED FOR OR HELD BY QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS)
SOLELY FOR THEIR OWN ACCOUNT, AS PROVIDED BY ARTICLES L. 411-2, D. 411-1, D. 411-2, D. 734-
iv



1, D. 744-1, D. 754-1 AND D. 764-1 OF THE CODE MONÉTAIRE ET FINANCIER. THUS, THE SECURITIES
ACQUIRED SHALL NOT BE DISTRIBUTED DIRECTLY OR INDIRECTLY TO THE PUBLIC OTHERWISE
THAN IN ACCORDANCE WITH ARTICLES L. 411-1, L. 411-2, L. 412-1 AND L. 621-8 TO L. 621-8-3 OF THE
CODE MONÉTAIRE ET FINANCIER.
THIS OFFERING MEMORANDUM IS FURNISHED TO POTENTIAL QUALIFIED INVESTORS
SOLELY FOR THEIR INFORMATION AND MAY NOT BE REPRODUCED OR REDISTRIBUTED TO ANY
OTHER PERSON. IT IS STRICTLY CONFIDENTIAL AND IS SOLELY DESTINED FOR QUALIFIED
INVESTORS TO WHICH IT WAS INITIALLY SUPPLIED. THIS OFFERING MEMORANDUM DOES NOT
CONSTITUTE AN OFFER OR INVITATION TO SUBSCRIBE FOR OR TO PURCHASE ANY SECURITIES
AND NEITHER THIS OFFERING MEMORANDUM NOR ANYTHING HEREIN SHALL FORM THE BASIS
OF ANY CONTRACT OR COMMITMENT WHATSOEVER.
THIS OFFERING MEMORANDUM OR ANY OTHER MATERIAL RELATING TO THE SECURITIES
MAY NOT BE DISTRIBUTED TO THE PUBLIC IN FRANCE OR USED IN CONNECTION WITH ANY
OFFER FOR SUBSCRIPTION OR SALE OF SECURITIES IN FRANCE OTHER THAN IN ACCORDANCE
WITH ARTICLES L. 411-2, D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 AND D. 764-1 OF THE CODE
MONÉTAIRE ET FINANCIER. THIS OFFERING MEMORANDUM HAS NOT BEEN SUBMITTED AND NO
PROSPECTUS WILL BE SUBMITTED TO THE "AUTORITÉ DES MARCHÉS FINANCIERS" FOR
APPROVAL. ANY CONTACT WITH POTENTIAL QUALIFIED INVESTORS IN FRANCE DOES NOT AND
WILL NOT CONSTITUTE FINANCIAL AND BANKING SOLICITATION (DÉMARCHAGE BANCAIRE ET
FINANCIER) AS DEFINED IN ARTICLES L. 341-1 ET SEQ. OF THE CODE MONÉTAIRE ET FINANCIER.
NOTICE TO PROSPECTIVE INVESTORS IN GERMANY
THE SECURITIES HAVE NOT BEEN, WILL NOT BE AND MAY NOT BE OFFERED, PROMOTED
OR SOLD, EITHER DIRECTLY OR INDIRECTLY, IN GERMANY BY WAY OF AN OFFER TO THE PUBLIC
WITHIN THE MEANING OF SECTION 2 NO. 4 OF THE SECURITIES PROSPECTUS ACT
(WERTPAPIERPROSPEKTGESETZ). THE SECURITIES MAY ONLY BE OFFERED TO, SOLD TO,
SUBSCRIBED FOR OR HELD BY QUALIFIED INVESTORS WITHIN THE MEANING OF SECTION 2 NO. 6
OF THE SECURITIES PROSPECTUS ACT OR, IF APPLICABLE, ANY PERSON IN GERMANY WHOSE
PROFESSIONAL OR COMMERCIAL ACTIVITIES INVOLVE THEM IN THE ACQUIRING OR DISPOSING
OF INVESTMENTS WITHIN THE MEANING OF SECTION 8F SUBSECTION 2 NO. 4 OF THE SALES
PROSPECTUS ACT (VERKAUFSPROSPEKTGESETZ) EITHER AS PRINCIPAL OR AGENT, OR TO
INVESTORS WHO ACQUIRE THE BONDS FOR A TOTAL CONSIDERATION OF AT LEAST THE
EQUIVALENT OF EUR 50,000 PER INVESTOR FOR EACH SEPARATE OFFER.
THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER TO SUBSCRIBE FOR OR
BUY ANY OF THE SECURITIES OFFERED HEREBY TO ANY PERSON TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION IN GERMANY. THIS OFFERING MEMORANDUM IS GIVEN TO
POTENTIAL INVESTORS SOLELY FOR THEIR INFORMATION AND MAY NOT BE DISTRIBUTED TO
ANY OTHER PERSON. IT IS CONFIDENTIAL AND SOLELY TARGETED AT THE RECIPIENTS, I.E.
QUALIFIED INVESTORS WITHIN THE MEANING OF SECTION 2 NO. 6 OF THE SECURITIES
PROSPECTUS ACT, TO WHICH IT HAS BEEN INITIALLY SUPPLIED.
NOTICE TO RESIDENTS OF HONG KONG
THE SECURITIES HAVE NOT BEEN AUTHORIZED BY THE SECURITIES AND FUTURES
COMMISSION IN HONG KONG FOR PUBLIC OFFERING IN HONG KONG, NOR HAS A COPY OF THIS
OFFERING MEMORANDUM BEEN REGISTERED WITH THE REGISTRAR OF COMPANIES IN HONG
KONG.
THE SECURITIES MAY NOT BE OFFERED OR SOLD BY MEANS OF ANY DOCUMENT OTHER
THAN (I) IN CIRCUMSTANCES WHICH DO NOT CONSTITUTE, OR FORM PART OF, AN OFFER TO THE
PUBLIC WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CAP.32 OF THE LAWS OF HONG
KONG), OR (II) TO "PROFESSIONAL INVESTORS" WITHIN THE MEANING OF THE SECURITIES AND
FUTURES ORDINANCE (CAP.571 OF THE LAWS OF HONG KONG) AND ANY RULES MADE
THEREUNDER, OR (III) IN OTHER CIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT
BEING A "PROSPECTUS" WITHIN THE MEANING OF THE COMPANIES ORDINANCE (CAP.32 OF THE
LAWS OF HONG KONG), AND THAT NO ADVERTISEMENT, INVITATION OR DOCUMENT RELATING
v



TO THE SECURITIES MAY BE ISSUED OR MAY BE IN THE POSSESSION OF ANY PERSON FOR THE
PURPOSE OF ISSUE (IN EACH CASE WHETHER IN HONG KONG OR ELSEWHERE), WHICH IS
DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE
PUBLIC IN HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE LAWS OF HONG KONG)
OTHER THAN WITH RESPECT TO THE SECURITIES WHICH ARE OR ARE INTENDED TO BE SOLD OR
OTHERWISE DISPOSED OF ONLY TO PERSONS OUTSIDE HONG KONG OR ONLY TO "PROFESSIONAL
INVESTORS" WITHIN THE MEANING OF THE SECURITIES AND FUTURES ORDINANCE (CAP. 571 OF
THE LAWS OF HONG KONG) AND ANY RULES MADE THEREUNDER.
NOTICE TO PROSPECTIVE INVESTORS IN INDIA
THIS OFFERING MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR AN INVITATION
FOR ANY INVESTMENT OR SUBSCRIPTION FOR THE BONDS IN INDIA IN ANY CIRCUMSTANCES
WHICH WOULD CONSTITUTE AN OFFERING TO THE PUBLIC WITHIN THE MEANING OF THE
(INDIAN) COMPANIES ACT, 1956, AND MAY NOT BE GENERALLY DISTRIBUTED OR CIRCULATED IN
INDIA AND WILL BE FOR THE SOLE CONSIDERATION AND EXCLUSIVE USE OF THE PERSONS
PERMITTED TO ACQUIRE THE BONDS UNDER INDIAN LAW TO WHOM IT IS ISSUED.
THE BONDS MAY NOT BE OFFERED, DIRECTLY OR INDIRECTLY, TO PERSONS EXCEEDING
49 IN NUMBER IN INDIA OR ANY OTHER NUMBER AS MAY BE SPECIFIED UNDER THE (INDIAN)
COMPANIES ACT, 1956 FROM TIME TO TIME.
THIS OFFERING MEMORANDUM IS STRICTLY PERSONAL TO THE RECIPIENT AND NEITHER
THIS OFFERING MEMORANDUM NOR THE ISSUE IS CALCULATED TO RESULT, DIRECTLY OR
INDIRECTLY, IN THE SECURITIES BECOMING AVAILABLE FOR SUBSCRIPTION OR PURCHASE BY
PERSONS OTHER THAN THOSE RECEIVING THE INVITATION OR OFFER.
THE BONDS HAVE NOT BEEN APPROVED BY THE SECURITIES AND EXCHANGE BOARD OF
INDIA, RESERVE BANK OF INDIA OR ANY OTHER REGULATORY AUTHORITY OF INDIA, NOR HAVE
THE FOREGOING AUTHORITIES APPROVED THIS OFFERING MEMORANDUM OR CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THE INFORMATION CONTAINED IN THIS
OFFERING MEMORANDUM. THIS OFFERING MEMORANDUM HAS NOT BEEN AND WILL NOT BE
REGISTERED AS A PROSPECTUS OR A STATEMENT IN LIEU OF PROSPECTUS WITH THE REGISTRAR
OF COMPANIES IN INDIA.
PROSPECTIVE INVESTORS FROM INDIA MUST SEEK LEGAL ADVICE AS TO WHETHER THEY
ARE ENTITLED TO SUBSCRIBE TO THE BONDS AND MUST COMPLY WITH ALL RELEVANT INDIAN
LAWS IN THIS RESPECT. EACH INVESTOR IS DEEMED TO HAVE ACKNOWLEDGED AND AGREED
THAT IT IS ELIGIBLE AND PERMITTED TO INVEST IN THE BONDS UNDER APPLICABLE LAWS AND
REGULATIONS IN INDIA AND THAT IT IS NOT PROHIBITED UNDER ANY LAW OR REGULATION IN
INDIA FROM ACQUIRING, OWNING OR SELLING THE BONDS WHICH SHALL BE SUBJECT TO
RESTRICTIONS/CEILINGS AS PER APPLICABLE LAWS.
NOTICE TO RESIDENTS OF JAPAN
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL
INSTRUMENTS AND EXCHANGE LAW OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED, THE "FIEL").
THE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO,
OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN (WHICH TERM AS USED HEREIN MEANS ANY
PERSON RESIDENT IN JAPAN, INCLUDING ANY CORPORATION OR OTHER ENTITY ORGANIZED
UNDER THE LAWS OF JAPAN), OR TO OTHERS FOR RE-OFFERING OR RESALE, DIRECTLY OR
INDIRECTLY, IN JAPAN OR TO, OR FOR THE BENEFIT OF, ANY RESIDENT OF JAPAN, EXCEPT
PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE
IN COMPLIANCE WITH, THE FIEL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND
MINISTERIAL GUIDELINES OF JAPAN.
FOR THE PRIMARY OFFERING OF THE BONDS AND THE SOLICITATION OF AN OFFER FOR
ACQUISITION THEREOF HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER PARAGRAPH 1,
ARTICLE 4 OF THE FIEL. AS IT IS A PRIMARY OFFERING, THE BONDS MAY ONLY BE OFFERED,
SOLD, RESOLD OR OTHERWISE TRANSFERRED, DIRECTLY OR INDIRECTLY TO, OR FOR THE
vi



BENEFIT OF, (I) A PERSON WHO IS NOT A RESIDENT OF JAPAN OR (II) A QUALIFIED
INSTITUTIONAL INVESTOR ("QII") DEFINED IN ARTICLE 10 OF THE CABINET ORDINANCE
CONCERNING DEFINITIONS UNDER ARTICLE 2 OF THE FIEL (ORDINANCE NO. 14 OF 1993, AS
AMENDED). A PERSON WHO PURCHASED OR OTHERWISE OBTAINED THE BONDS CANNOT
RESELL OR OTHERWISE TRANSFER THE BONDS IN JAPAN TO ANY PERSON EXCEPT ANOTHER QII.
NOTICE TO PROSPECTIVE INVESTORS IN KOREA
THE SECURITIES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE FINANCIAL
INVESTMENTS SERVICES AND CAPITAL MARKETS ACT OF KOREA AND THE DECREES AND
REGULATIONS THEREUNDER (THE "FSCMA") AND THE SECURITIES HAVE BEEN AND WILL BE
OFFERED IN KOREA AS A PRIVATE PLACEMENT UNDER THE FSCMA. NONE OF THE SECURITIES
MAY BE OFFERED, SOLD AND DELIVERED DIRECTLY OR INDIRECTLY, OR OFFERED OR SOLD TO
ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY
RESIDENT OF KOREA EXCEPT PURSUANT TO THE APPLICABLE LAWS AND REGULATIONS OF
KOREA, INCLUDING THE FSCMA AND THE FOREIGN EXCHANGE TRANSACTION LAW OF KOREA
AND THE DECREES AND REGULATIONS THEREUNDER (THE "FETL"). FOR A PERIOD OF ONE YEAR
FROM THE ISSUE DATE OF THE SECURITIES, THE DENOMINATION OF THE SECURITIES MAY NOT
BE SUB-DIVIDED. FURTHERMORE, THE PURCHASER OF THE SECURITIES SHALL COMPLY WITH
ALL APPLICABLE REGULATORY REQUIREMENTS (INCLUDING BUT NOT LIMITED TO
REQUIREMENTS UNDER THE FETL) IN CONNECTION WITH THE PURCHASE OF THE SECURITIES.
EACH UNDERWRITER WILL REPRESENT AND AGREE THAT IT HAS NOT OFFERED, SOLD OR
DELIVERED THE SECURITIES DIRECTLY OR INDIRECTLY TO ANY PERSON FOR RE-OFFERING OR
RESALE, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA AND WILL NOT
OFFER, SELL OR DELIVER THE SECURITIES DIRECTLY OR INDIRECTLY TO ANY PERSON FOR RE-
OFFERING OR RESALE, DIRECTLY OR INDIRECTLY, IN KOREA OR TO ANY RESIDENT OF KOREA,
EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF, AND
OTHERWISE IN COMPLIANCE WITH, THE FSCMA, THE FETL AND OTHER RELEVANT LAWS AND
REGULATIONS OF KOREA.
NOTICE TO PROSPECTIVE INVESTORS IN MEXICO
THE BONDS OFFERED HEREBY ARE NOT AND WILL NOT BE REGISTERED IN THE
NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE
NATIONAL BANKING AND SECURITIES COMMISSION (COMISIÓN NACIONAL BANCARIA Y DE
VALORES). THE BONDS MAY NOT BE PUBLICLY OFFERED OR SOLD IN MEXICO WITHOUT THE
APPLICABILITY OF AN EXEMPTION FOR THE PRIVATE PLACEMENT OF SECURITIES PURSUANT TO
THE MEXICAN SECURITIES LAW. IN MAKING AN INVESTMENT DECISION, YOU SHOULD RELY ON
YOUR OWN REVIEW AND EXAMINATION. THE BONDS ARE NOT BEING OFFERED AND MAY NOT
BE OFFERED NOR ACQUIRED WITHIN THE TERRITORY OF THE UNITED MEXICAN STATES EXCEPT
PURSUANT TO THE EXEMPTION FOR THE PRIVATE PLACEMENT OF SECURITIES PURSUANT TO
THE MEXICAN SECURITIES LAW.
NOTICE TO PROSPECTIVE INVESTORS IN THE NETHERLANDS
1.
IN ACCORDANCE WITH THE DUTCH FINANCIAL SUPERVISION ACT ("WET OP HET
FINANCIEEL TOEZICHT" OR "WFT") AND THE WFT EXEMPTIONS REGULATION (IN DUTCH:
"VRIJSTELLINGSREGELING WFT") A STRAIGHT FORWARD OFFERING OF THE SECURITIES TO THE
PUBLIC IN THE NETHERLANDS REQUIRES PUBLICATION OF A PROSPECTUS THAT IS DULY
APPROVED BY THE COMPETENT DUTCH AUTHORITY (I.E. NETHERLANDS AUTHORITY FOR THE
FINANCIAL MARKETS, IN DUTCH: "AUTORITEIT FINANCIËLE MARKTEN" OR "AFM") OR BY A
COMPETENT AUTHORITY OF ANOTHER EUROPEAN MEMBER STATE, UNLESS:
(a)
THE SECURITIES ARE OFFERED EXCLUSIVELY TO QUALIFIED INVESTORS AS
DEFINED IN THE WFT; AND/OR
(b)
THE SECURITIES ARE OFFERED TO LESS THAN 100 PEOPLE, NOT BEING QUALIFIED
INVESTORS AS DEFINED IN THE WFT; AND/OR
vii



(c)
THE SECURITIES ARE OFFERED IN MINIMUM LOTS OF EUR 50,000 IN TERMS OF
NOMINAL VALUE OR SUBSCRIPTION PRICE; AND/OR
(d)
THE TOTAL CONSIDERATION VALUE OF THE OFFERING OF SECURITIES INVOLVES
A TOTAL AMOUNT OF LESS THAN EUR 100,000 CALCULATED OVER A 12-MONTH-
PERIOD; AND/OR
(e)
THE OFFERING OF SECURITIES FORMS PART OF AN OFFER UNDER WHICH THE
TOTAL CONSIDERATION VALUE OF THE OFFER, CALCULATED OVER A PERIOD OF
TWELVE MONTHS, DOES NOT EXCEED EUR 2.5 MILLION, PROVIDED THAT IN ALL
RELEVANT DOCUMENTATION AND ADVERTISEMENTS THE OFFEROR MENTIONS
THAT THE OFFER IN QUESTION IS EXEMPTED FROM THE STATUTORY
REQUIREMENT TO PUBLISH A PROSPECTUS; AND/OR
(f)
THE SECURITIES ARE OFFERED TO INVESTORS, NOT BEING QUALIFIED INVESTORS,
WHO HAVE CONCLUDED A WRITTEN MANDATE AGREEMENT ("SCHRIFTELIJKE
OVEREENKOMST VAN LASTGEVING") WITH AN ASSET MANAGER ENTITLED TO
PROVIDE INVESTMENT SERVICES UNDER THE LAW OF THE NETHERLANDS AND
WHO IS ENTITLED IN TERMS OF THAT AGREEMENT TO UNDERTAKE OR REALIZE
TRANSACTIONS AT HIS OWN DISCRETION WITHOUT TAKING ORDERS FROM OR
CONSULTING WITH THE INVESTORS WHO GRANTED THE MANDATE.
2.
IN LIGHT OF THE ABOVE, THE SECURITIES THAT ARE OFFERED TO YOU WITHOUT
PUBLICATION OF A PROSPECTUS THAT IS DULY APPROVED BY THE AFM OR BY A COMPETENT
AUTHORITY OF ANOTHER EUROPEAN MEMBER STATE SHALL NOT BE DEEMED TO BE IN
VIOLATION OF THE WFT AND THE WFT EXEMPTION REGULATION, IF AND INSOFAR AS:
(a)
YOU ARE A QUALIFIED INVESTOR AS DEFINED IN THE WFT; AND /OR
(b)
YOU ARE NOT A QUALIFIED INVESTOR AS DEFINED IN THE WFT, BUT YOU HAVE
CONCLUDED A WRITTEN MANDATE AGREEMENT ("SCHRIFTELIJKE
OVEREENKOMST VAN LASTGEVING") WITH AN ASSET MANAGER ENTITLED TO
PROVIDE INVESTMENT SERVICES UNDER THE LAW OF THE NETHERLANDS AND
WHO IS ENTITLED IN TERMS OF THAT AGREEMENT TO UNDERTAKE OR REALIZE
TRANSACTIONS IN THE SECURITIES AT HIS OWN DISCRETION WITHOUT BEING
REQUIRED TO TAKE ORDERS FROM OR CONSULT WITH YOU; AND/OR
(c)
YOU INVEST AT LEAST EUR 50,000 IN THE ACQUISITION OF THE SECURITIES.
3.
THE OFFERING OF SECURITIES IS ONLY AIMED AT, DIRECTED AND MADE TO
PROSPECTIVE INVESTORS IN THE NETHERLANDS WHO FALL WITHIN THE SCOPE OF PAR. 2 ABOVE
AND, THEREFORE, ANY RESPONSE TO AN OFFER OF SECURITIES MADE BY AN INVESTOR THAT
DOES NOT FALL WITHIN THE SCOPE OF PAR. 2 ABOVE SHALL NOT BE DEEMED TO CONSTITUTE
NOR IMPLY ACCEPTANCE OF THE OFFER AND THE OFFEROR SHALL IN THAT CASE NOT BE HELD
TO SELL THE SECURITIES TO THAT INVESTOR.
4.
THIS NOTICE IS FURNISHED TO PROSPECTIVE INVESTORS IN THE NETHERLANDS ONLY IN
CONNECTION WITH THIS OFFERING MEMORANDUM AND IS SOLELY FOR THEIR INFORMATION.
THIS NOTICE IS NOT TO BE USED, CIRCULATED, QUOTED OR OTHERWISE RELIED UPON BY ANY
OTHER PERSON OR ENTITY OR, FOR ANY PURPOSE.
NOTICE TO PROSPECTIVE INVESTORS IN NEW ZEALAND
NO ACTION HAS BEEN TAKEN TO AUTHORIZE THE OFFER OF ANY OF THE SECURITIES TO
THE PUBLIC IN NEW ZEALAND. ACCORDINGLY, THE SECURITIES MAY NOT BE OFFERED OR
SOLD, OR RE-OFFERED OR RESOLD, AND THIS OFFERING MEMORANDUM OR ANY OTHER
MATERIAL IN CONNECTION WITH THE SECURITIES MAY NOT BE ISSUED, CIRCULATED,
DELIVERED OR DISTRIBUTED, IN NEW ZEALAND, EITHER DIRECTLY OR INDIRECTLY, OTHER
THAN TO:
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