NIG Prospectus - London Stock Exchange

Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 09 : 3776 Section 09make an offer of Trust Certificates which are the subject of the offering contemplated by the BaseProspectus as completed by the final terms in relation thereto to the public in that RelevantMember State, except that it may, with effect from and including the Relevant ImplementationDate, make an offer of such Trust Certificates to the public in that Relevant Member State:(a)(b)if the final terms in relation to the Trust Certificates specify that an offer of those TrustCertificates may be made other than pursuant to Article 3(2) of the Prospectus Directive inthat Relevant Member State (a Non-exempt Offer), following the date of publication of aprospectus in relation to such Trust Certificates which has been approved by the competentauthority in that Relevant Member State or, where appropriate, approved in anotherRelevant Member State and notified to the competent authority in that Relevant MemberState, provided that any such prospectus has subsequently been completed by the finalterms contemplating such Non-exempt Offer, in accordance with the Prospectus Directive,in the period beginning and ending on the dates specified in such prospectus or final terms,as applicable;at any time to legal entities which are authorised or regulated to operate in the financialmarkets or, if not so authorised or regulated, whose corporate purpose is solely to invest insecurities;(c) at any time to any legal entity which has two or more of (i) an average of at least 250employees during the last financial year; (ii) a total balance sheet of more than €43,000,000and (iii) an annual net turnover of more than €50,000,000, as shown in its last annual orconsolidated accounts;(d)(e)at any time to fewer than 100 natural or legal persons (other than qualified investors asdefined in the Prospectus Directive) subject to obtaining the prior consent of the relevantDealer or Dealers nominated by the Issuer for any such offer; orat any time in any other circumstances falling within Article 3(2) of the Prospectus Directive,provided that no such offer of Notes referred to in (b) to (e) above shall require the Issuer or anyDealer to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement aprospectus pursuant to Article 16 of the Prospectus Directive.For the purposes of this provision, the expression an offer of Trust Certificates to the public inrelation to any Trust Certificates in any Relevant Member State means the communication in anyform and by any means of sufficient information on the terms of the offer and the Trust Certificatesto be offered so as to enable an investor to decide to purchase or subscribe the Trust Certificates,as the same may be varied in that Member State by any measure implementing the ProspectusDirective in that Member State and the expression Prospectus Directive means Directive2003/71/EC and includes any relevant implementing measure in each Relevant Member State.United KingdomEach Dealer has represented and agreed, and each further Dealer appointed under the Programmewill be required to represent and agree, that:(a)(b)it has only communicated or caused to be communicated and will only communicate orcause to be communicated an invitation or inducement to engage in investment activity(within the meaning of Section 21 of the FSMA) received by it in connection with the issueor sale of any Trust Certificates in circumstances in which Section 21(1) of the FSMA doesnot apply to the Issuer or NIG; andit has complied and will comply with all applicable provisions of the FSMA with respect toanything done by it in relation to any Trust Certificates in, from or otherwise involving theUnited Kingdom.96