MMCapS XVII Final Offering Circular - Irish Stock Exchange

INVESTORS WHOSE INVESTMENT AUTHORITY IS SUBJECT TO LEGAL RESTRICTIONS
SHOULD CONSULT THEIR LEGAL ADVISORS TO DETERMINE WHETHER AND TO WHAT EXTENT
THE NOTES CONSTITUTE LEGAL INVESTMENTS FOR THEM.
BY ITS PURCHASE OF GLOBAL CLASS A NOTES, GLOBAL CLASS B NOTES OR GLOBAL
CLASS C NOTES, EACH PURCHASER THEREOF WILL BE DEEMED TO HAVE REPRESENTED AND
WARRANTED, AND EACH PURCHASER OF CERTIFICATED CLASS A NOTES, CERTIFICATED CLASS B
NOTES, CERTIFICATED CLASS C NOTES OR INCOME NOTES WILL BE REQUIRED TO REPRESENT
AND WARRANT, ON EACH DAY FROM THE DATE ON WHICH IT ACQUIRES ITS INTEREST IN SUCH
NOTE THROUGH AND INCLUDING THE DATE ON WHICH IT DISPOSES OF ITS INTEREST IN SUCH
NOTE, EITHER THAT (A) IT IS NOT AN ERISA PLAN OR OTHER PLAN OR ARRANGEMENT SUBJECT
TO SECTION 4975 OF THE CODE, AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE THE ASSETS
OF ANY SUCH ERISA PLAN OR OTHER PLAN BY REASON OF DEPARTMENT OF LABOR
REGULATION SECTION 2510.3-101 OR OTHERWISE, OR A GOVERNMENTAL OR OTHER PLAN WHICH
IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS SUBSTANTIALLY
SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR (B) ITS
PURCHASE, HOLDING AND DISPOSITION (1) OF A CLASS A NOTE, CLASS B NOTE OR CLASS C NOTE
WILL SATISFY THE REQUIREMENTS FOR RELIEF UNDER PROHIBITED TRANSACTION CLASS
EXEMPTION 84-14, 90-1, 91-38, 95-60, 96-23 OR A SIMILAR EXEMPTION OR, IN THE CASE OF A PLAN
SUBJECT TO SIMILAR LAW, WILL NOT RESULT IN A NONEXEMPT VIOLATION OF SUCH SIMILAR
LAW, OR (2) OF AN INCOME NOTE WILL NOT RESULT IN A PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A PLAN SUBJECT TO
SIMILAR LAW, UNDER SUCH SIMILAR LAW) FOR WHICH AN EXEMPTION IS NOT AVAILABLE, ALL
THE CONDITIONS OF WHICH ARE SATISFIED.
EXCEPT TO THE LIMITED EXTENT AND UPON THE SATISFACTION OF THE CONDITIONS
DESCRIBED UNDER “CERTAIN ERISA CONSIDERATIONS”, THE INCOME NOTES MAY NOT BE
OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS EITHER AN
EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF SECTION 3(3) OF ERISA (WHETHER OR NOT
SUBJECT TO ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENTAL
PLANS), A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, OR AN ENTITY WHOSE
UNDERLYING ASSETS INCLUDE PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF A
PLAN’S INVESTMENT IN SUCH ENTITY OR OTHERWISE UNDER ERISA (ANY SUCH PERSON, A
“BENEFIT PLAN INVESTOR”). SATISFACTION OF THESE CONDITIONS MAY LIMIT TRANSFERS OF
INCOME NOTES TO A PERSON, OTHER THAN A BENEFIT PLAN INVESTOR, WHO HAS
DISCRETIONARY AUTHORITY OR CONTROL WITH RESPECT TO THE ASSETS OF THE ISSUER, OR
PROVIDES INVESTMENT ADVICE TO THE ISSUER FOR A FEE (DIRECT OR INDIRECT) WITH RESPECT
TO THE ASSETS OF THE ISSUER, OR AN AFFILIATE OF ANY SUCH PERSON WITHIN THE MEANING
OF 29 C.F.R. § 2510.3-101(f)(3).
THIS OFFERING CIRCULAR IS ONLY BEING DISTRIBUTED TO AND IS ONLY DIRECTED (i) AT
PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM, OR (ii) TO INVESTMENT PROFESSIONALS
FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (THE “ORDER”), OR (iii) TO HIGH NET WORTH ENTITIES, OR
OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE
49(2) OF THE ORDER (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT
PERSONS”). THE NOTES ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR
AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH NOTES WILL BE
ENGAGED IN ONLY WITH, RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON
SHOULD NOT ACT OR RELY ON THIS OFFERING CIRCULAR OR ANY OF ITS CONTENTS.
NOTICE TO RESIDENTS OF AUSTRALIA
NO PROSPECTUS, DISCLOSURE DOCUMENT, OFFERING MATERIAL OR ADVERTISEMENT IN
RELATION TO THE NOTES HAS BEEN LODGED WITH THE AUSTRALIAN SECURITIES AND
INVESTMENTS COMMISSION OR THE AUSTRALIAN STOCK EXCHANGE LIMITED. ACCORDINGLY, A
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