Untitled - Irish Stock Exchange

WITHIN THE MEANING OF RELEVANT SECURITIES LAWS AND REGULATIONS IN THE PEOPLE'S
REPUBLIC OF CHINA THAT REQUIRE A REGISTRATION OR APPROVAL OF THE SECURITIES AND
FUTURES COMMISSION OF TAIWAN OR THE RELEVANT SECURITIES REGULATORY AUTHORITIES
IN THE PEOPLE'S REPUBLIC OF CHINA.
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NOTICE TO RESIDENTS OF THE UNITED KINGDOM
THIS COMMUNICATION IS DIRECTED ONLY AT PERSONS WHO (i) ARE OUTSIDE THE
UNITED KINGDOM OR (ii) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO
INVESTMENTS OR (iii) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(a) TO (d) ("HIGH NET WORTH
COMPANIES, UNINCORPORATED ASSOCIATIONS ETC") OF THE FINANCIAL SERVICES AND
MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (ALL SUCH PERSONS TOGETHER BEING
REFERRED TO AS "RELEVANT PERSONS"). THIS COMMUNICATION MUST NOT BE ACTED ON OR
RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY INVESTMENT OR INVESTMENT
ACTIVITY TO WHICH THIS COMMUNICATION RELATES IS AVAILABLE ONLY TO RELEVANT
PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
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INFORMATION AS TO OFFERING
This Offering Circular has been prepared by the Issuers solely for use in connection with the Offering of
the Notes. The Issuers and the Initial Purchaser, as applicable, reserve the right to reject any offer to purchase the
Notes in whole or in part for any reason or to sell less than the stated initial principal amount of the Notes offered
hereby. This Offering Circular is personal to each offeree to whom it has been delivered by the Issuers, the Initial
Purchaser or an Affiliate thereof and does not constitute an offer to any other person or to the public generally to
subscribe for or otherwise acquire the Notes. Distribution of this Offering Circular to any persons other than the
offeree and those persons, if any, retained to advise such offeree with respect thereto is unauthorized and any
disclosure of any of its contents, without the prior written consent of the Issuers, is prohibited. Each prospective
purchaser, by accepting delivery of this Offering Circular, agrees to the foregoing and to make no photocopies of
this Offering Circular or any documents attached hereto and, if the offeree does not purchase the Notes or the
Offering is terminated, to return this Offering Circular and all documents attached hereto to: Merrill Lynch, Pierce,
Fenner & Smith Incorporated, 4 World Financial Center, New York, New York 10080, Attention: Global
Structured Credit Products.
AVAILABLE INFORMATION
To permit compliance with Rule 144A ("Rule 144A") under the Securities Act in connection with the
resale of the Notes, the Issuers will be required to furnish upon request of a Holder of the Notes (a "Noteholder") to
such Noteholder and a prospective purchaser designated by such Noteholder the information required to be delivered
under Rule 144A (d)(4) under the Securities Act if at the time of the request the Issuers are not reporting companies
under Section 13 or Section 15(d) of the United States Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or exempt from reporting pursuant to Rule 12g3-2(b) under the Exchange Act. The Issuers do
not intend to become reporting companies under the Exchange Act.
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IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUERS AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND
RISKS INVOLVED.
CERTAIN PERSONS PARTICIPATING IN THE OFFERING MAY ENGAGE IN TRANSACTIONS
THAT STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE NOTES OFFERED HEREBY,
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