Obligation Ineosys 5.75% ( XS0982710740 ) en EUR

Ineosys

100 % ▼

Suisse

XS0982710740 ( en EUR )

5.75% par an ( paiement annuel )

15/02/2019 - Obligation échue

Prospectus brochure de l'obligation Ineos XS0982710740 en EUR 5.75%, échue

100 000 EUR

600 000 000 EUR

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

L'obligation Ineos (XS0982710740), émise en Suisse pour un montant total de 600 000 000 EUR, avec un taux d'intérêt de 5,75 %, une taille minimale d'achat de 100 000 EUR et une maturité le 15/02/2019, a été remboursée à 100% à sa date d'échéance.

OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION
IN THE UNITED STATES

INEOS Group Holdings S.A.
600,000,000 53/4% Senior Notes due 2019
$590,000,000 57/8% Senior Notes due 2019
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") 600,000,000 aggregate
principal amount of its 53/4% Senior Notes due 2019 (the "Euro IGH Notes") and $590,000,000 aggregate principal
amount of its 57/8% Senior Notes due 2019 (the "Dollar IGH Notes", and together with the Euro IGH Notes, the
"Notes"). Interest accrues from February 18, 2014 and is payable semi-annually on the Euro IGH Notes and the Dollar
IGH Notes on February 15 and August 15 of each year, beginning August 15, 2014.
The Euro IGH Notes will mature on February 15, 2019. Some or all of the Euro IGH Notes may be redeemed
prior to February 15, 2016 by paying 100% of the principal amount of such notes plus a make-whole premium, and at
any time on or after February 15, 2016 at the redemption prices set forth in this offering memorandum. In addition, at any
time on or prior to February 15, 2016, we may redeem up to 35% of the aggregate principal amount of the Euro IGH
Notes with the net proceeds of certain equity offerings. The Dollar IGH Notes will mature on February 15, 2019. Some
or all of the Dollar IGH Notes may be redeemed prior to February 15, 2016 by paying 100% of the principal amount of
such notes plus a make-whole premium, and at any time on or after February 15, 2016 at the redemption prices set forth
in this offering memorandum. In addition, at any time on or prior to February 15, 2016, we may redeem up to 35% of the
aggregate principal amount of the Dollar 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 2018 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.
Certain subsidiaries of the Issuer jointly and severally guarantee the Notes. 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 2018 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 Proceeds Loans. 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, the 2019 Senior Secured Notes and pari passu
with the security interests in such assets which secure the 2018 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, this 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 purposes of Luxembourg law
on prospectus securities dated July 10, 2005, as amended.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning
on page 32 of this offering memorandum.

Offering price for the Euro IGH Notes: 100% plus accrued interest from the issue date, if any.
Offering price for the Dollar 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 accordance 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 February 18,
2014. Interests in each global note will be exchangeable for the relevant definitive notes only in certain limited
circumstances. See "Book- Entry, Delivery and Form."

Joint Global Coordinators
Citigroup
J.P. Morgan

Joint Bookrunners
Barclays
BofA Merrill Lynch Goldman Sachs International
UBS Investment Bank

The date of this offering memorandum is February 26, 2014.

You should rely only on the information contained in this offering memorandum. None of the Issuer, the
Guarantors, any other members of the Group or any of the initial purchasers (each, as defined herein) has authorized
anyone to provide you with different information. If anyone provides you with different or inconsistent information, you
should not rely on it. None of the Issuer, the Guarantors, any other members of the Group or any of the initial purchasers
is making an offer of the notes in any jurisdiction where the Offering is not permitted. You should not assume that the
information contained in this offering memorandum is accurate at any date other than the date on the front of this
offering memorandum. Our business, financial condition, results of operations and prospects may have changed since
that date.

TABLE OF CONTENTS
PRESENTATION OF FINANCIAL AND NON-GAAP INFORMATION ............................................................... viii
CERTAIN DEFINITIONS ............................................................................................................................................... xi
EXCHANGE RATE INFORMATION ....................................................................................................................... xvii
FORWARD-LOOKING STATEMENTS .................................................................................................................. xviii
TAX CONSIDERATIONS ............................................................................................................................................. xx
TRADEMARKS AND TRADE NAMES ...................................................................................................................... xx
HISTORICAL AND CURRENT MARKET AND INDUSTRY DATA ...................................................................... xx
SUMMARY ....................................................................................................................................................................... 1
RISK FACTORS ............................................................................................................................................................. 26
THE REFINING DIVESTITURE .................................................................................................................................. 50
THE GRANGEMOUTH DIVESTITURE ..................................................................................................................... 52
THE TRANSACTIONS .................................................................................................................................................. 53
USE OF PROCEEDS ...................................................................................................................................................... 54
CAPITALIZATION ........................................................................................................................................................ 55
SELECTED CONSOLIDATED FINANCIAL INFORMATION ................................................................................ 56
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION ........................... 59
OPERATING AND FINANCIAL REVIEW AND PROSPECTS ................................................................................ 65
INDUSTRY AND MARKET OVERVIEW .................................................................................................................. 90
BUSINESS .................................................................................................................................................................... 106
THE ISSUER ................................................................................................................................................................. 137
MANAGEMENT .......................................................................................................................................................... 138
PRINCIPAL SHAREHOLDERS ................................................................................................................................. 140
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS .......................................................... 141
DESCRIPTION OF OTHER INDEBTEDNESS ......................................................................................................... 144
DESCRIPTION OF THE NOTES ................................................................................................................................ 169
DESCRIPTION OF THE COLLATERAL AND THE GUARANTEES ................................................................... 246
LIMITATIONS ON VALIDITY AND ENFORCEABILITY OF THE GUARANTEES AND THE SECURITY
INTERESTS ................................................................................................................................................... 251
BOOK-ENTRY; DELIVERY AND FORM ................................................................................................................ 279
CERTAIN TAX CONSIDERATIONS ........................................................................................................................ 285
NOTICE TO INVESTORS ........................................................................................................................................... 293
PLAN OF DISTRIBUTION ......................................................................................................................................... 297
LEGAL MATTERS ...................................................................................................................................................... 300
INDEPENDENT AUDITORS ...................................................................................................................................... 300
WHERE YOU CAN FIND MORE INFORMATION ................................................................................................. 301
SERVICE OF PROCESS AND ENFORCEMENT OF JUDGMENTS ..................................................................... 302
LISTING AND GENERAL INFORMATION ............................................................................................................ 310
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 under Regulation S under the Securities Act. We have
not authorized its use for any other purpose. By accepting delivery of this offering memorandum, you agree to these
restrictions. Please see "Notice to Investors."
This offering memorandum is based on information provided by us and by other sources that we believe are
reliable. We cannot assure you that information included herein is accurate or complete. No representation or warranty,
express or implied, is made by the initial purchasers as to the accuracy or completeness of any information set forth in
this offering memorandum, and nothing contained in this offering memorandum is or shall be relied upon as a promise or
representation, whether as to the past or the future. This offering memorandum summarizes certain documents and other
information and we refer you to them for a more complete understanding of the discussions in this offering
memorandum. We will make copies of certain documents available to you upon request. In making an investment
decision, you must rely on your own examination of our company, the terms of the offering and the Notes, including the
merits and risks involved.
By purchasing the Notes, you will be deemed to have made the acknowledgments, representations, warranties
and agreements described under the caption "Notice to Investors" in this offering memorandum. You should understand
that you may be required to bear the financial risks of your investment for an indefinite period of time.
We are not making any representation to any purchaser of the Notes regarding the legality of an investment in
the Notes by such purchaser under any legal investment or similar laws or regulations. You should not consider any
information in this offering memorandum to be legal, business or tax advice. You should consult your own attorney,
business advisor and tax advisor for legal, business and tax advice regarding an investment in the Notes.
We reserve the right to withdraw the offering of the Notes at any time and we and the initial purchasers 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. The initial purchasers and certain related entities may
acquire for their own account a portion of the Notes. Please see "Plan of Distribution."
You must comply with all applicable laws and regulations in force in any applicable jurisdiction and you must
obtain any consent, approval or permission required by you for the purchase, offer or sale of the Notes under the laws and
regulations in force in the jurisdiction to which you are subject or in which you make such purchase, offer or sale, and
neither we nor the initial purchasers will have any responsibility therefor.
This offering memorandum is not an offer to sell, or a solicitation of an offer to buy, any Notes by any person in
any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. No action has been, or
will be, taken to permit a public offering in any jurisdiction where action would be required for that purpose.
None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission or any
other regulatory authority has approved or disapproved these securities nor have any of the foregoing authorities passed
upon or endorsed the merits of the Offering or the accuracy or adequacy of this offering memorandum. Any
representation to the contrary is a criminal offense.
We accept responsibility for the information contained in this offering memorandum. We have made all
reasonable inquiries and confirm to the best of our knowledge, information and belief that the information contained in
this offering memorandum with regard to us and our affiliates and the Notes is true and accurate in all material respects,
that the opinions and intentions expressed in this offering memorandum are honestly held and that we are not aware of
any other facts, the omission of which would make this offering memorandum or any statement contained herein
misleading in any material respect.
The information contained under the caption "Exchange Rate Information" includes extracts from information
and data publicly released by official and other sources. While we accept responsibility for accurately summarizing the
information concerning exchange rate information, we accept no further responsibility in respect of such information.
The information set out in relation to sections of this offering memorandum describing clearing and settlement
arrangements, including the section entitled "Book-Entry, Delivery and Form," is subject to change in or reinterpretation
of the rules, regulations and procedures of the DTC, Euroclear or Clearstream currently in effect. While we accept
ii

responsibility for 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."
STABILIZATION
IN CONNECTION WITH THE OFFERING, CITIGROUP GLOBAL MARKETS LIMITED (WITH
RESPECT TO THE DOLLAR IGH NOTES) AND J.P. MORGAN SECURITIES PLC (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 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.

iii

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 or the initial purchasers to produce a prospectus for such offer. Neither the Issuer nor the initial purchasers have
authorized, nor do they authorize, the making of any offer of 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 or the initial
purchasers 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.

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
iv

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

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).

v

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 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
vi

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 qualified investors within the meaning of Article 10 of the Belgian Prospectus Act or one or more other
exemptions available under Article 3 of the Belgian Prospectus Act apply.
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