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

IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATEOF NEW HAMPSHIRE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETEAND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OREXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THESECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONSOF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY ORTRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVEPURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT WITH THEPROVISIONS OF THIS PARAGRAPH.Available information under Rule 144AThe Issuer has agreed that, for so long as any Notes issued by it are “restricted securities” within themeaning of Rule 144(a)(3) under the Securities Act, it will, during any period in which it is neither subject toSection 13 or 15(d) of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) nor exempt fromreporting pursuant to Rule 12g3-2(b) thereunder, provide to any holder or beneficial owner of such restrictedsecurities or to any prospective purchaser of such securities designated by such holder or beneficial ownerupon the request of such holder, beneficial owner or prospective purchaser, the information required to beprovided by Rule 144A(d)(4) under the Securities Act. The Issuer is not, nor does it intend to become, areporting company under Section 13 or Section 15(d) of the Exchange Act. Any such request for informationshould be directed to the Issuer at its office set out at the end of this Offering Circular.Forward-looking statementsThis Offering Circular includes “forward-looking statements” within the meaning of Section 27A of theSecurities Act and Section 21E of the Exchange Act. All statements other than statements of historical factsincluded in this Offering Circular, including, without limitation, those regarding the Issuer’s financialposition, business strategy, plans and objectives of management for future operations (including developmentplans and objectives relating to the Issuer’s products), are forward-looking statements.Such forward-looking statements involve known and unknown risks, uncertainties and other factors whichmay cause the actual results, performance or achievements of the Issuer or industry results to be materiallydifferent from any future results, performance or achievements expressed or implied by such forward-lookingstatements. Such forward-looking statements are based on numerous assumptions regarding the Issuer’spresent and future business strategies and the environment in which the Issuer will operate in the future.The important factors that could cause the Issuer’s actual results, performance or achievements to differmaterially from those in the forward-looking statements include, among others, changes or downturns in theDutch economy or the economies in other countries in which the Issuer conducts business and the impact offluctuations in foreign exchange rates and interest rates.These forward-looking statements speak only as of the date of this Offering Circular. Other than as requiredby law or the rules and regulations of the relevant stock exchange, the Issuer expressly disclaims anyobligation or undertaking to release publicly any updates or revisions to any forward-looking statementcontained herein to reflect any change in the Issuer’s expectations with regard thereto or any change in events,conditions or circumstances on which any such statement is based.Service of process and enforcement of civil liabilitiesThe Issuer is a corporation organised under the laws of the Netherlands. All of the officers and directorsnamed herein reside outside the United States and all or a substantial portion of the assets of the Issuer and ofsuch officers and directors are located outside the United States. As a result, it may not be possible forinvestors to effect service of process outside the Netherlands upon the Issuer or such persons, or to enforcejudgments against them obtained in courts outside the Netherlands predicated upon civil liabilities of the32