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Espírito Santo Investment p.l.c. Banco Espírito Santo de ... - BES

Espírito Santo Investment p.l.c. Banco Espírito Santo de ... - BES

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All references in this document to U.S. dollars and U.S.$ refer to the currency of the United States of America,<br />

those to Sterling and £ refer to the currency of the United Kingdom, those to euro refer to the currency introduced at<br />

the start of the third stage of European economic and monetary union pursuant to the Treaty establishing the European<br />

Community, as amen<strong>de</strong>d, and those to Reais and R$ refer to the currency of the Republic of Brazil.<br />

The language of the Offering Circular is English. Any foreign language text that is inclu<strong>de</strong>d with or within this<br />

document has been inclu<strong>de</strong>d for convenience purposes only and does not form part of the Offering Circular.<br />

ENFORCEABILITY OF JUDGMENTS<br />

ESIP is incorporated with limited liability in Ireland and <strong>BES</strong>I is incorporated with limited liability in the<br />

Republic of Portugal. A substantial part of the assets of ESIP and <strong>BES</strong>I are located outsi<strong>de</strong> the United States. In<br />

addition, a majority of the officers and directors of ESIP and <strong>BES</strong>I resi<strong>de</strong> outsi<strong>de</strong> the United States and a substantial<br />

part of the assets of these persons are located outsi<strong>de</strong> the United States. As a result, it may not be possible for investors<br />

to effect service of process within the United States upon the Issuers or such persons or to enforce against any of them<br />

judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the<br />

securities laws of the United States or any State or territory within the United States.<br />

FORWARD-LOOKING STATEMENTS<br />

This Offering Circular contains forward-looking statements, including statements regarding strategies, business<br />

plans, targets, forecasts, projections, possible future results of operations and other statements that are not statements of<br />

historical fact. These statements can be i<strong>de</strong>ntified by the use of forward-looking terminology, including the terms<br />

“targets”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “anticipates” or similar expressions.<br />

Forward-looking statements are inclu<strong>de</strong>d in sections entitled “Summary of the Programme”, “Overview of the<br />

Programme”, “Risk Factors”, “General Description of the Programme”, “Description of ESIP”, “Description of <strong>BES</strong>I”<br />

and other sections of this Offering Circular.<br />

By their nature, forward-looking statements involve risks, uncertainties and other factors that may cause the<br />

actual results, performance or achievements of the Issuers to be materially different from those suggested in this<br />

Offering Circular. Such forward-looking statements are based on numerous assumptions regarding the Issuers' present<br />

and future business strategies and the environment in which the Issuers will operate in the future, and many of the<br />

factors that will <strong>de</strong>termine the Issuers' actual results, performance and achievements are beyond its control. The<br />

important factors that could cause the Issuers' results, performance or achievements to differ materially from those<br />

discussed in the forward-looking statements inclu<strong>de</strong>, but are not limited to, those discussed un<strong>de</strong>r “Risk Factors”.<br />

These forward-looking statements are ma<strong>de</strong> only as of the date of this Offering Circular. Subject to any<br />

obligations un<strong>de</strong>r Article 16 of the Prospectus Directive, the Issuers expressly disclaim any obligation or un<strong>de</strong>rtaking to<br />

release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in the<br />

Issuers' expectations with regard thereto or any change in events, conditions or circumstances on which any statement is<br />

based.<br />

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