Obligation Ineosys 6.125% ( USL5078PAA59 ) en USD

Ineosys

100 % ▼

Suisse

USL5078PAA59 ( en USD )

6.125% par an ( paiement semestriel )

15/08/2018 - Obligation échue

Prospectus brochure de l'obligation Ineos USL5078PAA59 en USD 6.125%, échue

200 000 USD

678 000 000 USD

L5078PAA5

N/A

Ineos est une société mondiale de produits chimiques, pétrochimiques et matériaux spéciaux, opérant dans plus de 35 pays.

L'Obligation émise par Ineosys ( Suisse ) , en USD, avec le code ISIN USL5078PAA59, paye un coupon de 6.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2018

NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES
OFFERING MEMORANDUM

INEOS Group Holdings S.A.
$678,000,000 61/8% Senior Notes due 2018
500,000,000 61/2% Senior Notes due 2018
Guaranteed on a senior and generally unsecured basis by
INEOS Luxembourg I S.A., INEOS Holdings Limited
and certain of their subsidiaries

INEOS Group Holdings S.A. (the "Issuer") has issued in an offering (the "Offering") $678,000,000 aggregate
principal amount of its 61/8% Senior Notes due 2018 (the "Dollar IGH Notes") and 500,000,000 aggregate principal amount
of its 61/2% Senior Notes due 2018 (the "Euro IGH Notes"). The Dollar IGH Notes and the Euro IGH Notes are collectively
referred to hereinafter as the "notes." Interest accrues from May 14, 2013 and is payable semi-annually on each of the Dollar
IGH Notes and the Euro IGH Notes on February 15 and August 15 of each year, beginning February 15, 2014.
The Dollar IGH Notes will mature on August 15, 2018. Some or all of the Dollar IGH Notes may be redeemed prior
to May 15, 2015, by paying 100% of the principal amount of such notes plus a "make-whole" premium, and at any time on or
after May 15, 2015, at the redemption prices set forth in this offering memorandum. In addition, at any time on or prior to
May 15, 2015, we may redeem up to 35% of the aggregate principal amount of the Dollar IGH Notes with the net proceeds of
certain equity offerings. The Euro IGH Notes will mature on August 15, 2018. Some or all of the Euro IGH Notes may be
redeemed prior to May 15, 2015, by paying 100% of the principal amount of such notes plus a "make-whole" premium, and
at any time on or after May 15, 2015, at the redemption prices set forth in this offering memorandum. In addition, at any time
on or prior to May 15, 2015, we may redeem up to 35% of the aggregate principal amount of the Euro IGH Notes with the
net proceeds of certain equity offerings.
Upon the occurrence of certain events constituting a change of control, each holder of the notes may require the
Issuer to repurchase all or a portion of its notes. All of the notes may also be redeemed at 100% of their principal amount plus
accrued interest if at any time the Issuer or any guarantor becomes obligated to pay withholding taxes as a result of certain
changes in law.
The notes are the Issuer's senior obligations and (i) rank pari passu in right of payment with all of the Issuer's
existing and future senior indebtedness that is not subordinated to the notes, including the 2016 IGH Notes; (ii) rank senior to
all of the Issuer's existing and future indebtedness that is expressly subordinated in right of payment to the notes and (iii) are
effectively subordinated in right of payment to the existing and future secured indebtedness of the Issuer to the value of the
assets securing such indebtedness, including its obligations with respect to the Senior Secured Term Loans, the 2020 Senior
Secured Notes, the 2019 Senior Secured Notes and certain hedging and cash management obligations.
The notes are, fully and unconditionally, jointly and severally, guaranteed by the Guarantors. The guarantees are
generally unsecured senior subordinated obligations of the subsidiaries and (i) rank pari passu with all of the existing and
future senior subordinated indebtedness of the guarantors; (ii) rank senior to all existing and future indebtedness of such
guarantor that is expressly subordinated in right of payment to such guarantee; (iii) are subordinated in right of payment to
any existing and future senior indebtedness of such guarantor, which includes the obligations of such guarantor under the
Senior Secured Term Loans, the 2020 Senior Secured Notes and the 2019 Senior Secured Notes and (iv) are subordinated in
right of payment to all of its existing and future secured indebtedness of the guarantor to the value of the assets securing such

indebtedness, including the guarantors' obligations under the Senior Secured Term Loans, the 2020 Senior Secured Notes
and the 2019 Senior Secured Notes.
Also, the notes (along with the 2016 IGH Notes) are secured on a pari passu basis by a second ranking share charge
over all of the shares of INEOS Holdings Limited and a second ranking assignment by the Issuer of all its rights in respect of
the 2016 IGH Notes Proceeds Loans, the Dollar IGH Notes Proceeds Loan and the Euro IGH Notes Proceeds Loan. The
security interests over the shares of INEOS Holdings Limited and the Proceeds Loans rank behind the security interests in
such assets which secure certain senior indebtedness, including indebtedness under the Senior Secured Term Loans, the 2020
Senior Secured Notes and the 2019 Senior Secured Notes and pari passu with the security interests in such assets which
secure the 2016 IGH Notes.
This offering memorandum includes more detailed information on the terms of the notes, the guarantees and the
security interests as briefly described above, including redemption and repurchase prices, security, covenants and transfer
restrictions and thus, the offering memorandum should be read as a whole by any prospective purchaser in making a
determination as to whether to invest in the notes.
Application has been made to list the notes on the Official List of the Luxembourg Stock Exchange and for trading
on the Euro MTF market. This offering memorandum constitutes a prospectus for the purpose of Luxembourg law dated
July 10, 2005 on prospectuses for securities, as amended.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning
on page 21 of this offering memorandum.

Offering price for the Dollar IGH Notes: 100% plus accrued interest from the issue date, if any.
Offering price for the Euro IGH Notes: 100% plus accrued interest from the issue date, if any.
The notes and the guarantees have not been, and will not be, registered under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), or the securities laws of any other jurisdiction. The notes are being offered and
sold only to (i) qualified institutional buyers in accordance with Rule 144A under the Securities Act and (ii) non-U.S.
persons outside the United States in compliance with Regulation S under the Securities Act. For further details about
eligible offerees and resale restrictions, please see "Notice to Investors."
The Dollar IGH Notes were made available to investors in book-entry form through The Depository Trust Company
("DTC"), and the Euro IGH Notes were made available to investors in book-entry form through Euroclear Bank S.A./N.V.
("Euroclear") and Clearstream Banking, société anonyme ("Clearstream"), in each case, on May 14, 2013. Interests in each
global note will be exchangeable for the relevant definitive notes only in certain limited circumstances. See "Book-Entry,
Delivery and Form."

The date of this offering memorandum is June 14, 2013 (also, the "Listing Date").

You should rely only on the information contained in this offering memorandum. None of the Issuer, the Guarantors
or any other members of the Group (each, as defined herein) has authorized anyone to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. None of the Issuer, the
Guarantors or any other members of the Group is making an offer of the notes in any jurisdiction where the Offering is not
permitted. You should not assume that the information contained in this offering memorandum is accurate at any date other
than the date on the front of this offering memorandum. Our business, financial condition, results of operations and prospects
may have changed since that date.
TABLE OF CONTENTS
Presentation of Financial and Non-GAAP Information ................................................................................................. x
Certain Definitions ..................................................................................................................................................... xiii
Exchange Rate Information ........................................................................................................................................ xix
Forward-Looking Statements ...................................................................................................................................... xx
Tax Considerations ................................................................................................................................................... xxii
Trademarks and Trade Names .................................................................................................................................. xxii
Historical and Current Market and Industry Data ..................................................................................................... xxii
Summary ........................................................................................................................................................................ 1
The Offering ................................................................................................................................................................ 14
Summary Historical Condensed Consolidated Financial Information and Other Financial Data ................................ 18
Risk Factors ................................................................................................................................................................. 21
The Refining Divestiture ............................................................................................................................................. 47
The Transactions .......................................................................................................................................................... 49
Use of Proceeds ........................................................................................................................................................... 50
Capitalization ............................................................................................................................................................... 51
Selected Consolidated Financial Information .............................................................................................................. 52
Operating and Financial Review and Prospects ........................................................................................................... 55
Industry and Market Overview .................................................................................................................................... 80
Business ....................................................................................................................................................................... 98
The Issuer .................................................................................................................................................................. 131
Management .............................................................................................................................................................. 132
Principal Shareholders ............................................................................................................................................... 134
Certain Relationships and Related Party Transactions .............................................................................................. 135
Description of Other Indebtedness............................................................................................................................. 137
Description of the Notes ............................................................................................................................................ 164
Description of the Collateral and the Guarantees ...................................................................................................... 245
Limitations on Validity and Enforceability of the Guarantees and the Security Interests ......................................... 250
Book-Entry; Delivery and Form ................................................................................................................................ 279
Certain Tax Considerations ....................................................................................................................................... 285
Notice to Investors ..................................................................................................................................................... 293
Plan of Distribution .................................................................................................................................................... 297
Legal Matters ............................................................................................................................................................. 299
Independent Auditors ................................................................................................................................................. 299
Where You Can Find More Information ................................................................................................................... 300
Service of Process and Enforcement of Judgments ................................................................................................... 301
Listing and General Information ................................................................................................................................ 309
Index to Consolidated Financial Statements .............................................................................................................. F-1
Glossary of Selected Terms ...................................................................................................................................... G-1

i

IMPORTANT INFORMATION
We have prepared this offering memorandum solely for use in connection with the offer of the notes to qualified
institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons (within the meaning of Regulation S
under the Securities Act) outside the United States in compliance with Regulation S under the Securities Act. We have not
authorized its use for any other purpose. Delivery of this offering memorandum to anyone other than such prospective
investors is unauthorized, and any reproduction of this offering memorandum, in whole or in part, is prohibited. By accepting
delivery of this offering memorandum, you agree to these restrictions. Please see "Notice to Investors."
This offering memorandum is based on information provided by us and by other sources that we believe are reliable.
We cannot assure you that information included herein is accurate or complete. This offering memorandum summarizes
certain documents and other information and we refer you to them for a more complete understanding of the discussions in
this offering memorandum. We will make copies of certain documents available to you upon request. In making an
investment decision, you must rely on your own examination of our company, the terms of the offering and the notes,
including the merits and risks involved.
By purchasing the notes, you will be deemed to have made the acknowledgments, representations, warranties and
agreements described under the caption "Notice to Investors" in this offering memorandum. You should understand that you
may be required to bear the financial risks of your investment for an indefinite period of time.
We are not making any representation to any purchaser of the notes regarding the legality of an investment in the
notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any information
in this offering memorandum to be legal, business or tax advice. You should consult your own attorney, business advisor and
tax advisor for legal, business and tax advice regarding an investment in the notes.
We reserve the right to withdraw the offering of the notes at any time and we reserve the right to reject any
commitment to subscribe for the notes in whole or in part and to allot to any prospective purchaser less than the full amount
of the notes sought by such purchaser.
You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must
obtain any consent, approval or permission required by you for the purchase, offer or sale of the notes under the laws and
regulations in force in the jurisdiction to which you are subject or in which you make such purchase, offer or sale, and we
will not have any responsibility therefor.
This offering memorandum is not an offer to sell, or a solicitation of an offer to buy, any notes by any person in any
jurisdiction in which it is unlawful for such person to make such an offering or solicitation. No action has been, or will be,
taken to permit a public offering in any jurisdiction where action would be required for that purpose.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any other
regulatory authority has approved or disapproved these securities nor have any of the foregoing authorities passed upon or
endorsed the merits of the Offering or the accuracy or adequacy of this offering memorandum. Any representation to the
contrary is a criminal offense.
We accept responsibility for the information contained in this offering memorandum. We have made all reasonable
inquiries and confirm to the best of our knowledge, information and belief that the information contained in this offering
memorandum with regard to us and our affiliates and the notes is true and accurate in all material respects, that the opinions
and intentions expressed in this offering memorandum are honestly held and that we are not aware of any other facts, the
omission of which would make this offering memorandum or any statement contained herein misleading in any material
respect.
The information contained under the caption "Exchange Rate Information" includes extracts from information and
data publicly released by official and other sources. While we accept responsibility for accurately summarizing the
information concerning exchange rate information, we accept no further responsibility in respect of such information. The
information set out in relation to sections of this offering memorandum describing clearing and settlement arrangements,
including the section entitled "Book-Entry, Delivery and Form," is subject to change in or reinterpretation of the rules,
regulations and procedures of the DTC, Euroclear or Clearstream currently in effect. While we accept responsibility for
ii

accurately summarizing the information concerning DTC, Euroclear and Clearstream, we accept no further responsibility in
respect of such information.
The notes are subject to restrictions on transferability and resale and may not be transferred or resold except as
permitted under the Securities Act and applicable securities laws of any other jurisdiction pursuant to registration or
exemption therefrom. Prospective purchasers should be aware that they may be required to bear the financial risks of this
investment for an indefinite period of time. See "Notice to Investors."
iii

STABILIZATION
IN CONNECTION WITH THE OFFERING, CITIGROUP GLOBAL MARKETS LIMITED (WITH RESPECT
TO THE DOLLAR IGH NOTES) AND GOLDMAN SACHS INTERNATIONAL (WITH RESPECT TO THE EURO IGH
NOTES), (THE "STABILIZING MANAGERS") (OR PERSONS ACTING ON BEHALF OF THE STABILIZING
MANAGERS) MAY OVER-ALLOT NOTES OR EFFECT TRANSACTIONS WITH A VIEW TO SUPPORTING THE
MARKET PRICE OF THE NOTES AT A LEVEL HIGHER THAN THAT WHICH MIGHT OTHERWISE PREVAIL.
HOWEVER, THERE IS NO ASSURANCE THAT THE STABILIZING MANAGERS (OR PERSONS ACTING ON
BEHALF OF THE STABILIZING MANAGERS) WILL UNDERTAKE ANY STABILIZATION ACTION. ANY
STABILIZATION ACTION MAY BEGIN ON OR AFTER THE DATE ON WHICH ADEQUATE PUBLIC
DISCLOSURE OF THE FINAL TERMS OF THE OFFER OF THE NOTES IS MADE AND, IF BEGUN, MAY BE
ENDED AT ANY TIME, BUT MUST END NO LATER THAN THE EARLIER OF 30 CALENDAR DAYS AFTER THE
ISSUE DATE OF THE NOTES AND 60 CALENDAR DAYS AFTER THE DATE OF THE ALLOTMENT OF THE
NOTES.

NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE
HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES, ANNOTATED 1995,
AS AMENDED (THE "RSA"), WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES
A FINDING BY THE SECRETARY OF STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA
421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THE
SECRETARY OF STATE OF NEW HAMPSHIRE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR
TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER,
CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS
PARAGRAPH.

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

iv

NOTICE TO EEA INVESTORS
This offering memorandum is not a prospectus and is being distributed to a limited number of recipients for the sole
purpose of assisting such recipients in determining whether to proceed with a further investigation of the purchase of, or
subscription for, the notes. This offering memorandum has been prepared on the basis that all offers of the notes will be made
pursuant to an exemption under the Prospectus Directive, as implemented in Member States of the European Economic Area
("EEA"), from the requirement to produce a prospectus for offers of securities. Accordingly, any person making or intending
to make any offer within the EEA of the notes, which are the subject of the placement contemplated in this offering
memorandum, should only do so in circumstances in which no obligation arises for the Issuer to produce a prospectus for
such offer. The Issuer has not authorized, nor does it authorize, the making of any offer of the notes through any financial
intermediary, other than offers made by the initial purchasers, which constitute the final placement of the notes contemplated
in this offering memorandum.
In relation to each Member State of the EEA which has implemented the Prospectus Directive (each, a "Relevant
Member State"), each initial purchaser will be deemed to have represented, acknowledged and agreed that with effect from
and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the "Relevant
Implementation Date") it has not made and will not make an offer of the notes to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the notes which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the Prospectus Directive, except that it may, with effect from
and including the Relevant Implementation Date, make an offer of the notes to the public in the Relevant Member State at
any time:
(a)
to any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b)
to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD
Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of
the relevant dealer or dealers nominated by the Issuer for any such offer; or
(c)
in any other circumstances falling within Article 3(2) of the Prospectus Directive,
provided that no such offer of the notes shall result in a requirement for the publication by the Issuer of a prospectus pursuant
to Article 3 of the Prospectus Directive.
For the purposes of this restriction, the expression an "offer of the notes to the public" in relation to any notes in any
Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the
offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe the notes, as the same may be
varied in that Member State by any measure implementing the Prospectus Directive in that Member State, the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive,
and Directive 2010/78/EU to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in each Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.
v

NOTICE TO U.K. INVESTORS
The issue and distribution of this offering memorandum is restricted by law. This offering memorandum is not being
distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 by, a
person authorized under the Financial Services and Markets Act 2000. This offering memorandum is for distribution only to
persons who (i) have professional experience in matters relating to investments (being investment professionals falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial
Promotion Order")), (ii) are persons falling within Article 49(2)(a) to (d) ("high net worth companies, unincorporated
associations, etc.") of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and
Markets Act 2000) in connection with the issue or sale of any notes may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as "relevant persons"). This offering memorandum is directed only
at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any investment or
investment activity to which this offering memorandum relates is available only to relevant persons and will be engaged in
only with relevant persons. No part of this offering memorandum should be published, reproduced, distributed or otherwise
made available in whole or in part to any other person without the prior written consent of the Issuer. The notes are not being
offered or sold to any person in the United Kingdom, except in circumstances which will not result in an offer of securities to
the public in the United Kingdom within the meaning of Part VI of the Financial Services and Markets Act 2000.

NOTICE TO LUXEMBOURG RESIDENTS
The terms and conditions relating to the Offering have not been approved by and will not be submitted for approval
to the Luxembourg regulator of the financial sector (Commission de Surveillance du Secteur Financier) for purposes of
public offering or sale of securities in the Grand Duchy of Luxembourg. Accordingly, the notes may not be offered or sold to
the public in Luxembourg directly or indirectly, and neither this offering memorandum nor any other circular, prospectus,
form of application, advertisement or other material may be reproduced, distributed, or otherwise made available in or from,
or published in Luxembourg, except in circumstances which do not constitute a public offer of securities to the public,
subject to prospectus requirements, in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for securities,
nor provided to any person other than the recipient thereof. The notes are offered to a limited number of sophisticated
investors in all cases under circumstances designed to preclude a distribution, which would be other than a private placement.
All public solicitations are banned and the sale may not be publicly advertised.

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

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

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

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

NOTICE TO SWISS INVESTORS
The notes may not be publicly offered, sold or advertised, directly or indirectly, in or from Switzerland and will not
be listed on the SIX Swiss Exchange Ltd. or any other exchange or regulated trading facility in Switzerland. Neither this
offering memorandum nor any other offering or marketing material relating to the notes constitutes a prospectus as such term
is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations or a listing prospectus within
the meaning of the listing rules of the SIX Swiss Exchange Ltd., and neither this offering memorandum nor any other
offering or marketing material relating to the notes may be publicly distributed or otherwise made publicly available in
Switzerland.
Neither this offering memorandum nor any other offering or marketing material relating to the Offering nor the
Issuer nor the notes has been or will be filed with or approved by any Swiss regulatory authority. The notes are not subject to
the supervision by any Swiss regulatory authority, e.g. the Swiss Financial Market Supervisory Authority FINMA
("FINMA"), and investors in the notes will not benefit from protection or supervision by such authority.

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

NOTICE TO SPANISH INVESTORS
The Offering has not been and will not be verified by or registered with the Spanish Securities Market Commission
("Comisión Nacional del Mercado de Valores"). The notes may not be offered or sold in the Kingdom of Spain by means of
vii

a public offer as defined and construed by Article 30 bis of Law 24/1988 of 28 July, on the Spanish Securities Market (as
amended by Law 37/1998, of 16 November and Royal Decree Law 5/2005, of 11 March, among others), Article 38 of Royal
Decree 1310/2005, of 4 November, on admission to listing and public offer of securities, and any other regulations that may
be in force from time to time, but the notes may be offered or sold in Spain in circumstances which do not qualify as a public
offer or pursuant to an exception in compliance with the requirements of such Law 24/1988 (as amended), Royal Decree
1310/2005, and any regulations related to it which may be in force from time to time.

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

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

NOTICE TO IRISH INVESTORS
The notes are not being offered or sold to any person in Ireland, except in circumstances which will not result in an
offer of securities to the public in Ireland within the meaning of Regulation 9 of the Prospectus (Directive 2003/871/EC)
Regulations 2005 (as amended, the "Irish Prospectus Regulations"). This offering memorandum does not constitute a
prospectus for the purposes of the Irish Prospectus Regulations and has not been approved by the Central Bank of Ireland.

NOTICE TO BELGIAN INVESTORS
No action has been taken or will be taken in Belgium to permit a public offer of the notes in accordance with the
Belgian Act of 16 June 2006 on the public offer of securities and admission of securities to trading on a regulated market
(i.e. the Belgian Prospectus Act) and no notes may be offered or sold to persons in Belgium unless either such persons are
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