Dit prospectus is gemaakt voor de uitgifte van dit product en ... - Iex

for the purposes of its business and (b) it has not offered or sold and will not offer or sell any Notesother than to persons whose ordinary activities involve them in acquiring, holding, managing ordisposing of investments (as principal or as agent) for the purposes of their businesses or who it isreasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) forthe purposes of their businesses where the issue of the Notes would otherwise constitute acontravention of Section 19 of the FSMA by the Issuer;(b)(c)it has only communicated or caused to be communicated and will only communicate or cause to becommunicated an invitation or inducement to engage in investment activity (within the meaning ofSection 21 of the FSMA) received by it in connection with the issue or sale of any Notes incircumstances in which Section 21(1) of the FSMA does not apply to the Issuer; andit has complied and will comply with all applicable provisions of the FSMA with respect to anythingdone by it in relation to any Notes in, from or otherwise involving the United Kingdom.United StatesThe Notes have not been and will not be registered under the Securities Act and may not be offered or soldwithin the United States or to, or for the account or benefit of, U.S. persons except in accordance withRegulation S under the Securities Act or pursuant to an exemption from the registration requirements of theSecurities Act. Terms used in this paragraph have the meanings given to them by Regulation S under theSecurities Act.Bearer Notes having a maturity of more than one year are subject to U.S. tax law requirements and may not beoffered, sold or delivered within the United States or its possessions or to a United States person, except incertain transactions permitted by U.S. tax regulations. Terms used in this paragraph have the meanings givento them by the Code and regulations thereunder.Each Dealer has represented and agreed that, except as permitted by the Programme Agreement, it will notoffer, sell or, in the case of Bearer Notes, deliver the Notes of any identifiable Tranche, (i) as part of theirdistribution at any time or (ii) otherwise until 40 days after completion of the distribution of such Tranche asdetermined and certified to the Issuer, by the relevant Agent, or in the case of Notes issued on a syndicatedbasis, the Lead Manager, within the United States or to, or for the account or benefit of, U.S. persons, unlessin accordance with Rule 903 of Regulation S or Rule 144A under the Securities Act. Accordingly, each Dealerhas further represented and agreed that neither it nor any of its affiliates (as defined in Rule 405 under theSecurities Act) nor any person acting on its or their behalf has engaged or will engage in any directed sellingefforts (as defined in Rule 902(c) under the Securities Act) with respect to any Notes, and it and they havecomplied and will comply with the offering restrictions requirement of Regulation S. Each Dealer has furtheragreed that it will have sent to each distributor, dealer or person receiving a selling concession, fee or otherremuneration that purchases Notes from it (other than a sale of Notes issued pursuant to Rule 144A) duringthe distribution compliance period a confirmation or other notice setting forth the restrictions on offers andsales of the Notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used inthis paragraph have the meanings given to them by Regulation S under the Securities Act.In addition, until 40 days after the commencement of an offering of any identifiable Tranche of Notes, an offeror sale of Notes within the United States by any dealer that is not participating in the offering of such trancheof Notes may violate the registration requirements of the Securities Act if such offer or sale is made otherwisethan in accordance with Rule 144A.The Notes are being offered and sold outside the United States to non-U.S. persons in reliance on RegulationS. The Programme Agreement provides that the Dealers may directly or through their respective U.S. brokerdealeraffiliates arrange for the offer and resale of Notes within the United States only to qualified institutionalbuyers pursuant to Rule 144A.347