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Prospectus (4.96 Mb) - BlackRock International

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This document is not intended to provide a basis of any credit or other evaluation of the Company and its business and<br />

should not be considered as a personal recommendation for any recipient of this document to purchase the Company’s<br />

Shares as it does not take into account the particular investment objective, financial situation or needs of any specific<br />

recipient. Each investor contemplating purchasing any of the Company’s Shares therefore represents to make its own<br />

independent investigation of the Company and of the suitability of an investment in the Company’s Shares in light of their<br />

particular circumstances and represents to seek independent professional advice, including tax advice, prior to investing<br />

in the Company’s Shares and to consult legal counsel prior to making any (re)sale of the Company’s Shares.<br />

This document is confidential and is being provided to its recipients who have been individually selected and are targeted<br />

exclusively on the basis of a private placement solely for the information of such recipients and must not be reproduced,<br />

distributed to any other person (including the press and any other media) or published, in whole or in part, for any<br />

purpose.<br />

This document is a marketing communication and has not been prepared in accordance with legal requirements designed<br />

to promote the independence of investment research, and it is not subject to any prohibition on dealing ahead of the<br />

dissemination of investment research.<br />

This document is distributed under the condition that the above obligations and representations are accepted by the<br />

recipient and that the recipient undertakes to comply with the above restrictions.<br />

BAILIWICK OF GUERNSEY<br />

Shares will not be offered directly to members of the public within the Bailiwick of Guernsey, meaning any person who is<br />

not regulated under any of the financial services regulatory laws of the Bailiwick of Guernsey.<br />

BAILIWICK OF JERSEY<br />

Shares will not be offered directly to members of the public within the Bailiwick of Jersey, meaning any person who is not<br />

regulated under any of the financial services regulatory laws of the Bailiwick of Jersey.<br />

BELGIUM<br />

The <strong>Prospectus</strong> and related documents have not been approved in Belgium and are not intended to constitute, and may<br />

not be construed as, a public offering in the Kingdom of Belgium. Accordingly, these documents may not be distributed or<br />

circulated to, and the Shares may not be offered or sold to, any member of the public in the Kingdom of Belgium other<br />

than qualified investors listed in article 10 of the Belgium Law of 16 June 2006 on the public offering of investment<br />

instruments and the admission to trading of investment instruments on a regulated market, or investors subscribing for a<br />

minimum amount of €50,000 each for each separate offer and, provided any such investor qualifies as a consumer within<br />

the meaning of article 1.7 of the Law of 14 July 1991 on consumer protection and trade practices, such offer or sale is<br />

made in compliance with the provisions of the Law of 14 July 1991 on consumer protection and trade practices and its<br />

implementing legislation.<br />

FRANCE<br />

The <strong>Prospectus</strong> and related documents have not been approved by the competent regulatory authority in France and are<br />

not intended to constitute, and may not be construed as, a public offer in France. The Shares have not been offered or sold<br />

and will not been offered or sold, directly or indirectly, to the public in France, provided that offers, sales and distributions<br />

may be made in France only to: (a) providers of the investment service of portfolio management for the account of third<br />

parties; (b) qualified investors (investisseurs qualifiés); and/or (c) to a restricted circle of investors, all as defined in, and in<br />

accordance with, Articles L.411-1, L.411-2, D.411-1 and D.411-4 of the French Code monétaire et financier.<br />

The Shares may be resold directly or indirectly only in compliance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to<br />

L.621-8-3 of the French Code monétaire et financier.<br />

HONG KONG<br />

The contents of the <strong>Prospectus</strong> have not been reviewed by any regulatory authority in Hong Kong. You are advised to<br />

exercise caution in relation to the Offer. If you are in any doubt about any of the contents of the <strong>Prospectus</strong>, you should<br />

obtain independent professional advice.<br />

Please note that (i) Shares may not be offered or sold in Hong Kong by means of the <strong>Prospectus</strong> or any other document<br />

other than to professional investors within the meaning of Part I of Schedule 1 to the Securities and Futures Ordinance of<br />

Hong Kong (Cap. 571) and any rules made thereunder, or in other circumstances which do not result in the <strong>Prospectus</strong><br />

being a “prospectus” as defined in the Companies Ordinance of Hong Kong (Cap. 32) or which do not constitute an offer or<br />

invitation to the public for the purposes of the Companies Ordinance, and (ii) no person shall issue or possess for the<br />

purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to Shares<br />

which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if<br />

permitted to do so under the securities laws of Hong Kong) other than with respect to Shares which are or are intended to<br />

be disposed of only to persons outside Hong Kong or only to such professional investors within the meaning of Part I of<br />

Schedule 1 to the Securities and Futures Ordinance of Hong Kong (Cap. 571) and any rules made thereunder.<br />

36

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