Obligation Tallow Oil 6% ( USG91235AA22 ) en USD

Tallow Oil

100 % ▼

Royaume-Uni

USG91235AA22 ( en USD )

6% par an ( paiement semestriel )

01/11/2020 - Obligation échue

Prospectus brochure de l'obligation Tullow Oil USG91235AA22 en USD 6%, échue

200 000 USD

650 000 000 USD

G91235AA2

N/A

Tullow Oil est une compagnie pétrolière et gazière internationale indépendante, spécialisée dans l'exploration et la production d'hydrocarbures en Afrique et ailleurs.

L'Obligation émise par Tallow Oil ( Royaume-Uni ) , en USD, avec le code ISIN USG91235AA22, paye un coupon de 6% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/11/2020

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION IN
THE UNITED STATES
30SEP201314324849
Tullow Oil plc
$650,000,000
6% Senior Notes due 2020
Guaranteed on a senior subordinated basis by certain of its subsidiaries
Tullow Oil plc, incorporated as a public limited company under the laws of England and Wales (the ``Company''), issued
$650,000,000 aggregate principal amount of its 6% Senior Notes due 2020 (the ``Notes''). We will pay interest on the Notes
semi-annually on May 1 and November 1 of each year, commencing May 1, 2014. The Notes will mature on November 1,
2020.
At any time on or after November 1, 2016, we may redeem all or part of the Notes by paying the redemption prices set forth
in this offering memorandum (the ``Offering Memorandum''). Prior to November 1, 2016, we will be entitled, at our option,
to redeem all or a portion of the Notes by paying 100% of the principal amount of such Notes, plus accrued and unpaid
interest, if any, plus a ``make-whole'' premium. In addition, prior to November 1, 2016, we may redeem, at our option, up to
35% of the Notes with the net proceeds from certain equity offerings. If we undergo certain events defined as constituting a
change of control, each holder may require us to repurchase all or a portion of its Notes at 101% of their principal amount,
plus accrued and paid interest, if any. In the event of certain developments affecting taxation, we may redeem all, but not
less than all, of the Notes.
The Notes will be senior debt of the Company and will rank pari passu in right of payment with all of the Company's existing
and future senior obligations. The Notes initially will be, subject to the limitations described under the caption ``Risk Factors--
Risks relating to the Notes and our structure'', fully and unconditionally guaranteed on a senior subordinated basis (the ``Note
Guarantees'') by certain of our subsidiaries (the ``Guarantors''). The Notes will be structurally subordinated to all existing and
future obligations and other liabilities (including trade payables) of our subsidiaries that are not Guarantors.
This Offering Memorandum includes information on the terms of the Notes and Note Guarantees, including redemption and
repurchase prices, covenants and transfer restrictions.
There is currently no public market for the Notes. This Offering Memorandum constitutes a prospectus for the purpose of the
Luxembourg law dated July 10, 2005 on prospectuses for securities, as amended. We have applied to have the Notes
admitted to listing on the Official List of the Luxembourg Stock Exchange and to trading on the Euro MTF. The Euro MTF
Market is not a regulated market within the meaning of Directive 2004/39/EC.
Investing in the Notes involves a high degree of risk. See the ``Risk factors'' section of this Offering
Memorandum.
Price: 100.000% plus accrued interest, if any, from November 6, 2013.
The Notes were delivered in book-entry form through The Depository Trust Company (``DTC'') on November 6, 2013 (the
``Issue Date'').
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the ``U.S. Securities
Act''), or the securities laws of any other jurisdiction, and may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act. In
the United States, this offering is being made only to ``qualified institutional buyers'' (as defined in Rule 144A of the U.S.
Securities Act) in compliance with Rule 144A under the U.S. Securities Act (``Rule 144A''). You are hereby notified that the
Initial Purchasers (as defined herein) of the Notes may be relying on the exemption from the provisions of Section 5 of the
U.S. Securities Act provided by Rule 144A. Outside of the United States, this offering is being made in reliance on
Regulation S under the U.S. Securities Act. For further details about eligible offerees and resale restrictions, see ``Plan of
distribution'' and ``Notice to investors.''
Joint global coordinators
Lead book running manager
J.P. Morgan
Deutsche Bank Securities
BNP PARIBAS
Joint book running managers
BofA Merrill Lynch
Barclays
Cr ´edit Agricole CIB
Standard Chartered Bank
Co-managers
DNB Markets
HSBC
ING
Lloyds Securities
Natixis
RBC Capital Markets
RBS
SOCI ´ET ´E G ´EN ´ERALE
The date of this Offering Memorandum is December 19, 2013.

13NOV201305434888

In making your investment decision, you should rely only on the information contained in this
Offering Memorandum. We and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., BNP
Paribas Securities Corp., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank PLC,
Cr ´edit Agricole Corporate and Investment Bank, Standard Chartered Bank, DNB Markets, Inc.,
HSBC Securities (USA) Inc., ING Bank N.V., London Branch, Lloyds Securities Inc., Natixis
Securities Americas LLC, RBC Capital Markets, LLC, RBS Securities Inc. and Soci ´et ´e G ´en ´erale
(collectively, the ``Initial Purchasers'') have not authorized anyone to provide you with any
other information. If you receive any other information, you should not rely on it. We and the
Initial Purchasers are offering to sell the Notes only in places where offers and sales are
permitted. You should not assume that the information contained in this Offering
Memorandum is accurate as of any date other than the date on the front cover of this
Offering Memorandum. Our business or financial condition and other information in this
Offering Memorandum may change after that date.
Presentation of financial and other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiii
Currency presentation and definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xix
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
28
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
71
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
72
Selected financial data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
73
Management's discussion and analysis of financial condition and results of operations . . .
75
Industry and market data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
110
Our business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
125
Certain regulatory regimes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
187
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
192
Principal shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201
Certain relationships and related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
202
Description of certain financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
203
Description of notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
236
Book-entry, delivery and form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
315
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
321
Plan of distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
329
Notice to investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
332
Legal matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336
Independent accountants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336
Independent petroleum engineers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336
Available information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
336
Service of process and enforcement of civil liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
337
Certain insolvency law considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
338
Listing and general information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
358
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
361
Index to financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
i

Important information about this Offering Memorandum
This Offering Memorandum is a document that we are providing only to prospective purchasers
of the Notes. You should read this Offering Memorandum before making a decision whether
to purchase any Notes. You must not use this Offering Memorandum for any other purpose.
We have prepared this Offering Memorandum based on information we have or have obtained
from sources we believe to be reliable. Summaries of documents contained in this Offering
Memorandum may not be complete. We will make copies of actual documents available to you
upon request. Neither we nor the Initial Purchasers are providing you with any legal,
investment, business, tax or other advice in this Offering Memorandum. You should consult
with your own counsel, accountants and other advisors as needed to assist you in making your
investment decision and to advise you whether you are legally permitted to purchase the
Notes.
This Offering Memorandum does not constitute an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not authorized or to any person to whom it is
unlawful to make such offer 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.
Accordingly, the Notes may not be offered or sold, directly or indirectly, and this Offering
Memorandum may not be distributed, in any jurisdiction except in accordance with the legal
requirements applicable in such jurisdiction. You must comply with all laws applicable in any
jurisdiction in which you buy, offer or sell the Notes or possess or distribute this Offering
Memorandum, and you must obtain all applicable consents and approvals; neither we nor the
Initial Purchasers shall have any responsibility for any of the foregoing legal requirements.
We are offering the Notes, and the Guarantors are issuing the Note Guarantees, in reliance on
(i) an exemption from registration under the U.S. Securities Act for an offer and sale of
securities that does not involve a public offering and (ii) a transaction pursuant to Regulation S
that is not subject to the registration requirements of the U.S. Securities Act. If you purchase
the Notes, you will be deemed to have made certain acknowledgments, representations and
warranties as detailed under ``Notice to investors.'' The Notes are subject to restrictions on
transferability and resale and may not be transferred or resold except as permitted under the
U.S. Securities Act and applicable securities laws of any other jurisdiction pursuant to
registration or exemption therefrom. You may be required to bear the financial risk of an
investment in the Notes for an indefinite period. Neither we nor the Initial Purchasers are
making an offer to sell the Notes in any jurisdiction where the offer and sale of the Notes is
prohibited. Neither we nor the Initial Purchasers are making any representation to you that the
Notes are a legal investment for you.
Each prospective purchaser of the Notes must comply with all applicable laws and rules and
regulations in force in any jurisdiction in which it purchases, offers or sells the Notes and must
obtain any consent, approval or permission required by it for the purchase, offer or sale by it
of the Notes under the laws and regulations in force in any jurisdiction to which it is subject or
in which it makes such purchases, offers or sales, and neither we nor the Initial Purchasers shall
have any responsibility therefor.
Neither the U.S. Securities and Exchange Commission (the ``SEC''), any U.S. state securities
commission nor any non-U.S. securities authority nor other authority has approved or
ii

disapproved of the Notes or determined if this Offering Memorandum is truthful or complete.
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
subsidiaries and 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 Initial Purchasers make no representation or warranty, express or implied, as to, and
assume no responsibility for, the accuracy or completeness of the information contained in this
Offering Memorandum. Nothing contained in this Offering Memorandum is, or shall be relied
upon as, a promise or representation by the Initial Purchasers as to the past, the present or the
future.
We reserve the right to withdraw this offering at any time. We and the Initial Purchasers may
reject any offer to purchase the Notes in whole or in part for any reason or no reason, sell less
than the entire principal amount of the Notes offered hereby or allocate to any purchaser less
than all of the Notes for which it has subscribed. The Initial Purchasers and certain of their
respective related entities may acquire, for their own accounts, a portion of the Notes.
The information set out in relation to sections of this Offering Memorandum describing
clearing and settlement arrangements, including in the ``Description of notes'' and ``Book-entry,
delivery and form,'' is subject to a change in or reinterpretation of the rules, regulations and
procedures of DTC, Euroclear or Clearstream currently in effect. While we accept responsibility
for accurately summarizing the information concerning DTC, Euroclear or Clearstream, we
accept no further responsibility in respect of such information.
We have applied to list the Notes on the Official List of the Luxembourg Stock Exchange and
have the Notes admitted for trading on the Luxembourg Stock Exchange's Euro MTF market,
and intend to submit this Offering Memorandum to the competent authority in connection
with the listing application.
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN SECURITIES LLC (THE ``STABILIZING
MANAGER'') (OR PERSONS ACTING ON ITS BEHALF) MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WITH A VIEW TO SUPPORTING THE MARKET PRICE OF THE NOTES AT A LEVEL
OTHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL. HOWEVER, NO ASSURANCE CAN BE
GIVEN THAT THE STABILIZING MANAGER (OR PERSONS ACTING ON ITS BEHALF) WILL
UNDERTAKE STABILIZATION ACTION. ANY STABILIZATION ACTION MAY BEGIN ON OR AFTER
THE DATE ON WHICH ADEQUATE PUBLIC DISCLOSURE OF THE FINAL TERMS OF THIS OFFERING
IS MADE AND, IF BEGUN, MAY BE DISCONTINUED AT ANY TIME, BUT IT MUST END NO LATER
THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE ISSUE DATE AND 60 CALENDAR DAYS
AFTER THE DATE OF THE ALLOTMENT OF THE NOTES. ANY STABILIZATION ACTION OR
OVER-ALLOTMENT MUST BE CONDUCTED BY THE STABILIZING MANAGER (OR PERSONS
ACTING ON ITS BEHALF) IN ACCORDANCE WITH ALL APPLICABLE LAWS AND RULES. FOR A
DESCRIPTION OF THESE ACTIVITIES, SEE ``PLAN OF DISTRIBUTION.''
iii

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 (``RSA 421-B'') OF THE
NEW HAMPSHIRE REVISED STATUTES WITH THE STATE OF NEW HAMPSHIRE
NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS
LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE
SECRETARY OF STATE OF THE 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 THE 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
This offering is being made in the United States in reliance upon an exemption from
registration under the U.S. Securities Act for an offer and sale of the Notes which does not
involve a public offering. In making your purchase, you will be deemed to have made certain
acknowledgments, representations and agreements. See ``Notice to investors.''
This Offering Memorandum is being provided (1) to a limited number of U.S. investors that we
reasonably believe to be QIBs under Rule 144A under the U.S. Securities Act for informational
use solely in connection with their consideration of the purchase of the Notes and (2) to
investors outside the United States pursuant to offshore transactions complying with Rule 903
or Rule 904 of Regulation S under the U.S. Securities Act. The Notes described in this Offering
Memorandum have not been registered with, recommended by or approved by the SEC, any
state securities commission in the United States or any other securities commission or
regulatory authority, nor has the SEC, any state securities commission in the United States or
any such securities commission or authority passed upon the accuracy or adequacy of this
Offering Memorandum. Any representation to the contrary is a criminal offense.
Notice to certain other investors
Austria
The Notes may be offered and sold in the Republic of Austria only in compliance with
the Austrian Capital Markets Act (Kapitalmarktgesetz) as amended (the ``Austrian Capital
Markets Act'') and applicable European Union legislation. This Offering Memorandum has not
been approved under the Austrian Capital Markets Act or the Directive 2003/71/EC, and
accordingly the Notes may not be offered publicly in Austria.
Belgium
The Notes are not offered, directly or indirectly, to the public in Belgium. The Notes
are being offered in Belgium to qualified investors only, within the meaning of Article 3, §2,
a) and 10 of the Belgian law of June 16, 2006 on the public offering of securities and
iv

admission of securities to trading on a regulated market (``Belgian Prospectus Law'') and/or on
the basis of the other exemptions set out in Article 3, §2 of the Belgian Prospectus Law.
Accordingly, this Offering Memorandum has not been and will not be notified to, or approved
by, the Belgian banking, finance and insurance commission (Commissie voor het bank-,
financie- en assurantiewezen/Commission bancaire, financi `ere et des assurances). The Offering
cannot be advertised and this Offering Memorandum and any other information, circular,
brochure or similar documents may not be distributed, directly or indirectly, in Belgium other
than to said qualified investors or, as the case may be, other than on the basis of the other
exemptions set out in Article 3, §2 of the Belgian Prospectus Law.
British Virgin Islands
This Offering Memorandum has not been, and will not be, registered
under any laws or regulations of the British Virgin Islands, nor has any regulatory authority in
the British Virgin Islands passed comment upon or approved the accuracy or adequacy of it.
This Offering Memorandum does not constitute an offer or invitation (whether direct or
indirect) to any person in the British Virgin Islands to purchase or subscribe for any Notes and
no person in the British Virgin Islands may purchase or subscribe for any Notes.
Denmark
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.
France
This Offering Memorandum has not been prepared in the context of a public offering
in France within the meaning of Article L. 411-1 of the Code Mon ´etaire et Financier and has
not been admitted to the clearance procedure of the Autorit ´e des march ´es financiers.
Consequently, the Notes may not be, directly or indirectly, offered or sold to the public in
France and neither this Offering Memorandum nor any other offering material may be
distributed or caused to be distributed, directly or indirectly, to the public in France. Such
offers, sales and distributions will only be made in France to 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) and/or to qualified
investors (investisseurs qualifi ´es) and/or to a limited circle of investors (cercle restreint
d'investisseurs) each acting for their own accounts, as defined in and in accordance with
Articles L. 411-1, L. 411-2 and D. 411-1 to 411-4 of the Code Mon ´etaire et Financier.
Germany
The Offering is not a public offering in the Federal Republic of Germany. The Notes
may only be offered, sold and acquired in accordance with the provisions of the Securities
Prospectus Act of the Federal Republic of Germany (the ``Securities Prospectus Act'',
Wertpapierprospektgesetz, WpPG), as amended, the Commission Regulation (EC) No. 809/2004
of 29 April 2004 as amended, and any other applicable German law. No application has been
made under German law to permit a public offer of Notes in the Federal Republic of Germany.
This Offering Memorandum has not been approved for purposes of a public offer of the Notes
and accordingly the Notes may not be, and are not being, 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
v

meaning of Section 2, No. 6 of the Securities Prospectus Act. Any resale of the Notes in
Germany may only be made in accordance with the Securities Prospectus Act and other
applicable laws. The Company has not, and does not intend to, file a securities prospectus with
the German Federal Financial Supervisory Authority (``BaFin,'' Bundesanstalt f ¨ur
Finanzdienstleistungsaufsicht) or obtain a notification to BaFin from another competent
authority of a Member State of the EEA, with which a securities prospectus may have been
filed, pursuant to Section 17(3) of the Securities Prospectus Act.
Grand Duchy of Luxembourg
This Offering Memorandum has not been approved by and will
not be submitted for approval to Commission de Surveillance du Secteur Financier (the
Luxembourg competent authority) for the purposes of public offering or sale of the Notes in
the Grand Duchy of Luxembourg. Accordingly, the Notes may not be offered or sold to the
public in the Grand Duchy of Luxembourg, directly or indirectly, and neither this Offering
Memorandum nor any other circular, prospectus, form of application, advertisement,
communication or other material may be distributed, or otherwise made available in or from,
or published in, the Grand Duchy of Luxembourg except for the sole purpose of the admission
to trading of the Notes on the Euro MTF and to listing of the Notes on the Official List of the
Luxembourg Stock Exchange and except if the offer benefits from an exemption to or
constitutes a transaction otherwise not subject to the requirements to publish a prospectus for
the purpose of the Luxembourg act dated July 10, 2005 relating to prospectuses for securities,
as amended, and implementing the Prospectus Directive. 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.
Hong Kong
The Notes may not be offered or sold in Hong Kong by means of any document
other than to (1) ``professional investors'' within the meaning of the Securities and Futures
Ordinance (Cap. 571) of Hong Kong and any rules made thereunder, or (2) in circumstances
which do not result in the document being a ``prospectus'' as defined in the Companies
Ordinance (Cap. 32) of the laws of Hong Kong or which do not constitute an offer to the
public within the meaning of that Ordinance. No invitation, advertisement or document
relating to the Notes 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 of Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other than with respect to the
Notes which are intended to be disposed of only to persons outside Hong Kong or only to
``professional investors,'' as defined under the Securities and Futures Ordinance (Cap. 571) of
the laws of Hong Kong and any rules made thereunder.
Italy
No action has been or will be taken which could allow an offering of the Notes to the
public in the Republic of Italy. Accordingly, the Notes may not be offered or sold directly or
indirectly in the Republic of Italy, and neither this Offering Memorandum nor any other
offering circular, prospectus, form of application, advertisement, other offering material or
other information relating to the Company or the Notes may be issued, distributed or
published in the Republic of Italy, except under circumstances that will result in compliance
with all applicable laws, orders, rules and regulations. The Notes cannot be offered or sold to
vi

any natural persons nor to entities other than qualified investors (according to the definition
provided for by the Prospectus Directive) either on the primary or on the secondary market.
Netherlands
This Offering Memorandum is directed only at qualified investors as defined in
the Prospectus Directive, as amended and as implemented in the Netherlands (``Qualified
Investors'').
This Offering Memorandum must not be acted on or relied on by persons who are not
Qualified Investors. Any investment or investment activity to which this Offering Memorandum
relates is available only to Qualified Investors and will be engaged in only with Qualified
Investors. Recipients of this Offering Memorandum are not permitted to transmit it to any
other person. The Notes are not being offered to the public in the Netherlands.
Nigeria
This Offering Memorandum and the Notes have not been and will not be registered
with the Nigerian Securities and Exchange Commission, or under the Nigerian Investment
Securities Act No. 29 of 2007 (the ``ISA''). Further, neither this Offering Memorandum nor any
other offering material related to the Notes may be utilized in connection with any offering to
the public within Nigeria, and the Notes may not be offered or sold within Nigeria or to, or for
the account or benefit of, persons resident in Nigeria, except in certain transactions exempt
from the registration requirements of the ISA. Accordingly, this Offering Memorandum is not
directed to, and the Notes are not available for subscription by, any persons within Nigeria,
other than the selected investors to whom the Offering Memorandum has been addressed as a
private sale, or domestic concern, within the exemption and meaning of Section 69(2) of
the ISA.
Norway
This Offering Memorandum has not been and will not be filed with or approved by
the Norwegian Financial Supervisory Authority, the Oslo Stock Exchange or any other
regulatory authority in Norway. The Notes have not been offered or sold and may not be
offered, sold or delivered, directly or indirectly, in Norway, unless in compliance with Chapter 7
of the Norwegian Securities Trading Act 2007 and secondary regulations issued pursuant
thereto, as amended from time to time. Accordingly, this Offering Memorandum may not be
made available nor may the Notes otherwise be marketed and offered for sale in Norway other
than in circumstances that are deemed not to be a marketing of an offer to the public in
Norway.
Russia
The Notes will not be, nor are they intended to be, offered, transferred or sold as part
of their initial distribution or at any time thereafter to or for the benefit of any persons
(including legal entities) resident, incorporated, established or having their usual residence in
the Russian Federation or to any person located within the territory of the Russian Federation
unless and to the extent otherwise permitted under Russian law. Neither the Notes nor this
Offering Memorandum or other documents relating to them have been or are intended to be
registered in Russia with any state authorities that may from time to time be responsible for
such registration. The Notes are not eligible for ``placement'' and ``circulation'' in the Russian
Federation (as defined under Russian law) unless and to the extent otherwise permitted by
Russian law. The information provided in this Offering Memorandum is not an offer, or an
invitation to make offers, sell, purchase, exchange or otherwise transfer the Notes in the
Russian Federation or to or for the benefit of any Russian person or entity.
vii

Singapore
This Offering Memorandum has not been and will not be registered as a
prospectus with the Monetary Authority of Singapore. Accordingly, this Offering Memorandum
or any other document or material in connection with the offer or sale, or invitation for
subscription or purchase, of the Notes may not be circulated or distributed, nor may the Notes
be offered or sold, or be made the subject of an invitation for subscription or purchase,
whether directly or indirectly, to persons in Singapore other than (1) to an institutional investor
under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the ``SFA''),
(2) to a relevant person pursuant to Section 275(1) or any person pursuant to Section 275(1A)
of the SFA, and in accordance with the conditions specified in Section 275 of the SFA, or
(3) otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA.
Where the Notes are subscribed for or purchased under Section 275 of the SFA by a relevant
person which is:
(1) a corporation (which is not an accredited investor (as defined in Section 4 of the SFA)) the
sole business of which is to hold investments and the entire share capital of which is owned
by one or more individuals, each of whom is an accredited investor; or
(2) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and each beneficiary of the trust is an individual who is an accredited investor,
securities (as defined in Section 239 (1) of the SFA) of that corporation or the beneficiaries'
rights and interest (however described) in that trust shall not be transferable within six months
after that corporation or that trust has acquired the Notes pursuant to offer made under
Section 275 of the SFA except:
(a) to an institutional investor or to a relevant person defined in Section 275(2) of the SFA, or
to any person arising from an offer referred to in Section 275(1A) or Section 276(4)(i)(B) of
the SFA, and in accordance with the conditions specified in Section 275 of the SFA;
(b) where no consideration is or will be given for the transfer;
(c) where the transfer is by operation of law; or
(d) as specified in Section 276(7) of the SFA.
Spain
The Offering has not been registered with the Comisi ´on Nacional del Mercado de
Valores and therefore the Notes may not be offered in Spain by any means, except in
circumstances which do not qualify as a public offer of securities in Spain in accordance with
article 30 bis of the Securities Market Act (``Ley 24/1988, de 28 de julio del Mercado de
Valores'') as amended and restated, or pursuant to an exemption from registration in
accordance with article 41 of the Royal Decree 1310/2005 (``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 admisi ´on a negociaci ´on de valores en mercados secundarios oficiales, de
ofertas p ´ublicas de venta o suscripci ´on y del folleto exigible a tales efectos'').
Switzerland
The Notes offered hereby are being offered in Switzerland on the basis of a
private placement only. This Offering Memorandum does not constitute a prospectus within
the meaning of Art. 652A of the Swiss Federal Code of Obligations.
viii