Obligation Tallow Oil 7% ( USG91237AA87 ) en USD

Tallow Oil

100 % ▲

Royaume-Uni

USG91237AA87 ( en USD )

7% par an ( paiement semestriel )

28/02/2025 - Obligation échue

Prospectus brochure de l'obligation Tullow Oil USG91237AA87 en USD 7%, échue

200 000 USD

800 000 000 USD

G91237AA8

CCC+ ( Risque élevé )

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 USG91237AA87, paye un coupon de 7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2025
L'Obligation émise par Tallow Oil ( Royaume-Uni ) , en USD, avec le code ISIN USG91237AA87, a été notée CCC+ ( Risque élevé ) par l'agence de notation Standard & Poor's ( S&P ).

OFFERING MEMORANDUM
NOT FOR GENERAL DISTRIBUTION IN
THE UNITED STATES
30SEP201314324849
Tullow Oil plc
$800,000,000
7% Senior Notes due 2025
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''), is offering $800,000,000
aggregate principal amount of its 7% Senior Notes due 2025 (the ``Notes''), which will be issued pursuant to an indenture (the
``Indenture'') to be dated as of March 23, 2018 (the ``Issue Date''). We will pay interest on the Notes semi-annually on March 1 and
September 1 of each year, commencing September 1, 2018. The Notes will mature on March 1, 2025.
At any time on or after March 1, 2021, we may redeem all or part of the Notes, upon not less than ten calendar days' notice, by paying
the redemption prices set forth in this offering memorandum (the ``Offering Memorandum''). Prior to March 1, 2021, 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 and additional amounts, if any, plus a ``make-whole'' premium. In addition, prior to March 1, 2021 we may redeem, at our
option, up to 35% of the Notes with the net cash proceeds from certain equity offerings at the redemption price set forth in this
Offering Memorandum. If we undergo certain events defined as constituting a change of control, each holder may require us to make an
offer to repurchase its Notes at 101% of their principal amount, plus accrued and unpaid interest and additional amounts, if any. In the
event of certain developments affecting taxation, we may redeem all, but not less than all, of the Notes. See ``Description of the Notes.''
The Notes will be senior unsecured debt of the Company and will rank pari passu in right of payment with all existing and future
obligations of the Company that are not expressly contractually subordinated in right of payment to the Notes, including under the RBL
Facilities, the Corporate Facility, the 2022 Senior Notes and the Company's guarantee of the Convertible Bonds (each as defined herein).
The Notes initially will be guaranteed on a senior subordinated basis (the ``Note Guarantees'') by certain of our subsidiaries (the
``Guarantors''), which also guarantee each of the 2022 Senior Notes and the Convertible Bonds on the same basis. The Notes will be
structurally subordinated to all existing and future obligations of the Company's subsidiaries that do not guarantee the Notes, including
any trade payables and letters of credit issued by such subsidiaries and any obligations of Tullow Oil (Jersey) Limited under the
Convertible Bonds. The Notes and Note Guarantees will be effectively subordinated to any secured indebtedness and other secured
obligations of the Company or the relevant Guarantor (including obligations with respect to the RBL Facilities and the Corporate Facility)
to the extent of the value of the assets securing such indebtedness or other obligations (other than to the extent such assets in the
future also secure the Notes and/or the relevant Note Guarantees on an equal and ratable basis or priority basis). See ``Description of
certain financing arrangements.''
This Offering Memorandum includes information on the terms of the Notes and Note Guarantees, including redemption and repurchase
prices, covenants, events of default and transfer restrictions.
There is currently no public market for the Notes. 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. There can be no assurance that the Notes will be, or will remain, listed and
admitted to trade on the Euro MTF. This offering memorandum constitutes a prospectus for purposes of Part IV of the Luxembourg law
on prospectus for securities dated July 10, 2005, as amended.
Investing in the Notes involves a high degree of risk. See the ``Risk factors'' section of this Offering
Memorandum beginning on page 27 for a discussion of certain risks that you should consider in connection
with an investment in any of the Notes.
Offering Price for the Notes: 100.000% plus accrued interest, if any, from the Issue Date.
We expect that the Notes will be delivered in book-entry form through The Depository Trust Company (``DTC'') on or about the Issue
Date. The Notes will be in registered form and will be initially issued in denominations of $200,000 and integral multiples of $1,000 in
excess thereof and will only be transferable in minimum principal amounts of $200,000 and integral multiples of $1,000 in excess thereof.
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'' (``QIBs'') (as defined in Rule 144A under 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 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 (``Regulation S''). For further details about eligible
offerees and resale restrictions, see ``Plan of distribution'' and ``Notice to investors.''
Joint global coordinators
Credit Agricole CIB
J.P. Morgan
Standard Chartered Bank
BNP PARIBAS
Lloyds Securities
Joint book running managers
Barclays
Deutsche Bank
DNB Markets
ING
Natixis
SMBC Nikko
Soci ´et ´e G ´en ´erale
STANDARD BANK
Co-managers
ABN AMRO
ABSA
Bank of China
MUFG
Nedbank
The date of this Offering Memorandum is May 24, 2018.

WI produc on1
100
Business Delivery Teams
80
)d
Ghana produc on
West Africa
ep 60
o
(kboepd) 1
94.7
80
90.3
(kb 40
60
East Africa
75.2
73.4
71.7
Mauritania
40
20
20
New ventures
0
0
Côte
2016 2017
d'Ivoire
Ghana
2014
2015
2016
2017
2018f
Jamaica
Eq. Guinea
Uganda
Kenya
Guyana
Gabon
Suriname
Non-operated por olio
produc on (kboepd)
30
20
Zambia
10
Peru
0
Namibia
2016 2017
2017 WI produc on1
Group YE 2017 reserves & resources
Group FY 2017 revenue
Oil 94%
Oil 91%
Oil 87%
94,700
1,207
$1,723
Gas 6%
Uruguay
MMBOE
BOEPD
Gas 9%
MILLION
Gas 6%
Hedging 6%
Other 1%
8MA
Y201811343416
1)
Total includes Jubilee Field Insurance Produc on-Equivalent Barrels

In making your investment decision, you should rely only on the information contained in this
Offering Memorandum. We and Credit Agricole Securities (USA) Inc., J.P. Morgan Securities LLC
(``J.P. Morgan''), Standard Chartered Bank, BNP Paribas, Lloyds Securities Inc., Barclays Capital
Inc., Deutsche Bank AG, London Branch, DNB Markets, Inc., ING Bank N.V., London Branch,
Natixis, Soci ´et ´e G ´en ´erale, SMBC Nikko Securities America, Inc., The Standard Bank of South
Africa Limited, ABN AMRO Securities (USA) LLC, Absa Bank Limited, Bank of China Limited,
London Branch, MUFG Securities Americas Inc., and Nedbank Limited, London Branch
(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.
i

Table of Contents
Forward-looking statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xii
Presentation of financial and other information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xv
Currency presentation and definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xxiv
Presentation of industry and market data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . xxvii
Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
Corporate structure and certain financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . .
12
The offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
Summary historical financial data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
20
Summary reserves, resources, production and operating data . . . . . . . . . . . . . . . . . . . . . .
25
Risk factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
27
Use of proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
87
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
88
Selected financial data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
90
Management's discussion and analysis of financial condition and results of operations . . .
92
Industry and market data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129
Our business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
141
Certain regulatory regimes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
228
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
242
Principal shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
252
Certain relationships and related party transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
253
Description of certain financing arrangements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
254
Description of notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
286
Book-entry, delivery and form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
368
Taxation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
374
Plan of distribution . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
381
Notice to investors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
384
Legal matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
388
Independent auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
388
Independent petroleum engineers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
388
Available information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
388
Service of process and enforcement of civil liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
390
Certain insolvency law considerations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
396
Listing and general information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
420
Glossary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
422
Index to financial statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
F-1
ii

Important information about this Offering Memorandum
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
iii

disapproved of the Notes or determined if this Offering Memorandum is truthful or complete.
Any representation to the contrary is a criminal offense in the United States.
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 as of the
date of this Offering Memorandum, that the opinions and intentions expressed in this Offering
Memorandum are honestly held and that we as of the date of this Offering Memorandum 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.
None of the Initial Purchasers, Trustee, Principal Paying Agent, Registrar, Transfer Agent or
London Paying Agent make any 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, Trustee, Principal Paying Agent,
Registrar, Transfer Agent or London Paying Agent 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 intend 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, and intend to
submit this Offering Memorandum to the competent authority in connection with the listing
application. In the course of any review by the competent authority, we may be requested to
make changes to the financial and other information included in this Offering Memorandum.
We may also be required to update the information in this Offering Memorandum to reflect
changes in our business, prospects, financial condition or results of operations. We cannot
guarantee that the application we have made to the Official List of the Luxembourg Stock
Exchange for the Notes to be listed and admitted to trading on the Luxembourg Stock
Exchange's Euro MTF thereof will be approved as of the Issue Date for the Notes or at any time
thereafter, and settlement of the Notes is not conditioned on obtaining this admission to
trading.
IN CONNECTION WITH THIS OFFERING, J.P. MORGAN (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
iv

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.''
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 ``qualified institutional buyers'' (``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 in the United States.
Certain considerations regarding sales into Canada
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal
that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions
or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in
National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant
Obligations. Any resale of the Notes must be made in accordance with an exemption from, or
in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with
remedies for rescission or damages if this Offering Memorandum (including any amendment
thereto) contains a misrepresentation, provided that the remedies for rescission or damages are
exercised by the purchaser within the time limit prescribed by the securities legislation of the
purchaser's province or territory. The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser's province or territory for particulars of these rights, or
consult with a legal advisor.
v

Pursuant to Section 3A.3 of National Instrument 33-105 Underwriting Conflicts (NI 33-105), the
Initial Purchasers are not required to comply with the disclosure requirements of NI 33-105
regarding underwriter conflicts of interest in connection with this Offering.
Notice to certain other investors
MIFID II product governance / Professional investors and ECPs only target
market
Solely for the purposes of each manufacturer's product approval process, 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 manufacturer's 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 manufacturer's target market assessment) and determining
appropriate distribution channels.
PRIIPs Regulation / Prohibition of sales to EEA retail investors
The Notes are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the European Economic
Area (``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 MiFID II; or (ii) a customer within the meaning of
Directive 2002/92/EC (as amended, the ``Insurance Mediation Directive''), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
Consequently 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 and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPS Regulation.
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
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,
vi

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
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
vii

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 constitutes a prospectus to be
approved by the Luxembourg Stock Exchange for the purpose of part IV of the Luxembourg
Prospectus Act and which is subject to the rules and regulations of the Luxembourg Stock
Exchange. 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
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.
viii