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INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 13:20 – eprint6 – 4247 Section 10<br />

Subscription and Sale<br />

the SFA, or (iii) otherwise pursuant to, and in accordance with the con<strong>di</strong>tions of, any other applicable<br />

provision of the SFA.<br />

Where Notes or Underlying Assets are subscribed or purchased under Section 275 of the SFA by a<br />

relevant person which is:<br />

(a)<br />

(b)<br />

a corporation (which is not an accre<strong>di</strong>ted investor (as defined in Section 4A of the SFA)) the<br />

sole business of which is to hold investments and the entire share capital of which is owned<br />

by one or more in<strong>di</strong>viduals, each of whom is an accre<strong>di</strong>ted investor; or<br />

a trust (where the trustee is not an accre<strong>di</strong>ted investor) whose sole purpose is to hold<br />

investments and each beneficiary of the trust is an in<strong>di</strong>vidual who is an accre<strong>di</strong>ted investor,<br />

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights<br />

and interest (howsoever described) in that trust shall not be transferred within six months after that<br />

corporation or that trust has acquired the Notes or Underlying Assets pursuant to an offer made under<br />

Section 275 or the SFA except:<br />

(i)<br />

(ii)<br />

(iii)<br />

(iv)<br />

to an institutional investor or to a relevant person defined in Section 275(2) of the<br />

SFA, or to any person arising from an offer referred to in Section 275(1A) or Section<br />

276(4)(i)(B) of the SFA;<br />

where no consideration is or will be given for the transfer;<br />

where the transfer is by operation of law; or<br />

as specified in Section 276(7) of the SFA.<br />

Where the Fund Linked Notes do not provide for any right or interest (inclu<strong>di</strong>ng an option) in<br />

respect of units in an underlying fund (which is a “collective investment scheme” (as defined in the SFA)<br />

and therefore open-ended), each Dealer has represented, warranted and agreed, and each further Dealer<br />

appointed under the Program will be required to represent, warrant and agree, that it has not offered or<br />

sold any Fund Linked Notes or caused the Fund Linked Notes to be made the subject of an invitation for<br />

subscription or purchase nor will it offer or sell the Fund Linked Notes or cause the Fund Linked Notes to<br />

be made the subject of an invitation for subscription or purchase, nor has it circulated or <strong>di</strong>stributed nor<br />

will it circulate or <strong>di</strong>stribute this Offering Circular and any other document or material in connection with<br />

the offer or sale, or invitation for subscription or purchase, of Fund Linked Notes whether <strong>di</strong>rectly or<br />

in<strong>di</strong>rectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the SFA,<br />

(ii) to a relevant person pursuant to Section 275(1), or any person pursuant to Section 275(1A), and in<br />

accordance with the con<strong>di</strong>tions specified in Section 275, of the SFA, or (iii) otherwise pursuant to, and in<br />

accordance with the con<strong>di</strong>tions of, any other applicable provision of the SFA.<br />

Where Fund Linked Notes are subscribed or purchased under Section 275 of the SFA by a relevant<br />

person which is:<br />

(a)<br />

(b)<br />

a corporation (which is not an accre<strong>di</strong>ted investor (as defined in Section 4A of the SFA)) the<br />

sole business of which is to hold investments and the entire share capital of which is owned<br />

by one or more in<strong>di</strong>viduals, each of whom is an accre<strong>di</strong>ted investor; or<br />

a trust (where the trustee is not an accre<strong>di</strong>ted investor) whose sole purpose is to hold<br />

investments and each beneficiary of the trust is an in<strong>di</strong>vidual who is an accre<strong>di</strong>ted investor,<br />

securities (as defined in Section 239(1) of the SFA) of that corporation or the beneficiaries’ rights<br />

and interest (howsoever described) in that trust shall not be transferred within six months after that<br />

193

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