Base Prospectus - Malta Financial Services Authority

expiry of the applicable Distribution Compliance Period), by its purchase of any Notes, also agrees
to deliver to the transferee of any Note a notice substantially to the effect of the above legend.
Each prospective investor in the United States is hereby offered the opportunity to ask
questions of, and receive answers from, the Issuer and the Dealers concerning the terms and
conditions of the offering.
Pursuant to the Dealer Agreement, the Issuer has agreed to indemnify the Dealers against, or
to contribute to losses arising out of, certain liabilities, including liabilities under certain securities
laws, in respect of Notes.
In connection with its purchase of Registered Notes, each Institutional Accredited Investor
shall deliver to the Issuer and the relevant Dealer(s) a letter (the ‘‘IAI Investment Letter’’) stating,
among other things, that:
(a)
(b)
(c)
(d)
(e)
(f)
it has received a copy of this Prospectus and such other information as it deems
necessary in order to make its investment decision;
it understands that any subsequent transfer of the Notes is subject to certain restrictions
and conditions set forth in this Prospectus and the Notes and that it agrees to be bound
by, and not to resell, pledge or otherwise transfer the Notes except in compliance with,
such restrictions and conditions and the Securities Act;
it understands that the offer and sale of the Notes have not been registered under the
Securities Act, and that the Notes may not be offered or sold except as permitted in the
following sentence. It will agree, on its own behalf and on behalf of any account for
which it is purchasing the Notes, and each subsequent holder of the Notes by its
acceptance thereof will agree, not to offer, sell or otherwise transfer such Notes except
(A)(i) to the Issuer or a Dealer (as defined in this Prospectus), (ii) to a person whom the
seller reasonably believes is a QIB that purchases for its own account or for the account
of a QIB or QIBs, in a transaction meeting the requirements of Rule 144A, (iii) in an
offshore transaction meeting the requirements of Rule 903 or 904 of Regulation S under
the Securities Act or (iv) pursuant to an exemption from registration under the Securities
Act provided by Rule 144 under the Securities Act (if available) (resales described in
subclauses (i) through (iv) of this clause (A), ‘‘Safe Harbor Resales’’), or (B) pursuant to
any other available exemption from the registration requirements under the Securities
Act (provided that as a condition to the registration of transfer of any Notes otherwise
than in a Safe Harbour Resale the Issuer or the Registrar will require delivery of (x) a
letter from the transferee in the form attached to the Agency Agreement available from
the Issuing and Principal Paying Agent or (y) such other documents or other evidence
(including but not limited to an opinion of counsel) that it, in its sole discretion, may
deem necessary or appropriate to evidence compliance with such exemption), or (C)
pursuant to an effective registration statement under the Securities Act, and in each of
such cases in accordance with any applicable securities laws of any state of the United
States;
it understands that, on any proposed resale of any Notes, it will be required to furnish to
the Issuer such certifications, legal opinions, and other information as the Issuer may
reasonably require to confirm that the proposed sale complies with the foregoing
restrictions. It further understands that the Notes purchased by it will bear a legend to
the foregoing effect;
in the normal course of business, it invests in or purchases securities similar to the
Notes. It is an Institutional Accredited Investor within the meaning of Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act and has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits
and risks of its investment in the Notes, and it and any accounts for which it is acting
are each able to bear the economic risk of its or any such accounts’ investment;
it is acquiring the Notes purchased by it for its own account or for one or more accounts
(each of which is an Institutional Accredited Investor) as to each of which it exercises
sole investment discretion and not with a view to any distribution of the Notes, subject,
nevertheless, to the understanding that the disposition of its property shall at all times be
and remain within its control; and
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