NIG Prospectus - London Stock Exchange

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Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 09 : 3776 Section 09Kingdom of BahrainEach Dealer has represented, warranted and undertaken, and each further Dealer appointed underthe Programme will be required to represent, warrant and undertake, that it has not offered andwill not offer Trust Certificates to the Public (as defined in Articles 142-146 of the CommercialCompanies Law (decree Law No. 21/2001) of Bahrain) in Bahrain.Dubai International Financial CentreEach Dealer has represented and agreed, and each further Dealer appointed under the Programmewill be required to represent and agree, that it has not offered and will not offer Trust Certificatesto any person in the Dubai International Financial Centre unless such offer is (a) deemed to be an“Exempt Offer” in accordance with the Offered Securities Rules of the Dubai Financial ServicesAuthority (the Rules); and (b) made only to persons of a type specified in the Rules.MalaysiaEach Dealer has acknowledged and each further Dealer appointed under the Programme will berequired to acknowledge, that the offer of Trust Certificates in Malaysia can only be made toinvestors specified in Schedules 2, 3 and 5 of the Securities Commission Act 1993 (i.e.,sophisticated investors, e.g. unit trust schemes, licensed dealers, closed-end funds, fundmanagers, licensed financial institutions, licensed offshore banks, licensed insurance companies,corporations with total net assets exceeding ten million Malaysian ringgit or its equivalent inforeign currencies, statutory bodies and pension funds).Hong KongEach Dealer has represented and agreed, and each further Dealer appointed under the Programmewill be required to represent and agree, that:(a)(b)it has not offered or sold and will not offer or sell in Hong Kong, by means of any document,any Trust Certificates other than (i) to persons whose ordinary business is to buy or sellshares on debentures (whether as principal or agent); or (ii) in other circumstances which donot result in the document being an offer to the public within the meaning of the CompaniesOrdinance (Cap. 32) (the CO); or (iii) to “professional investors” within the meaning of theSecurities and Futures Ordinance (Cap. 571) (the SFO) and any rules made under the SFO;or (iv) in other circumstances which do not result in the document being a “prospectus”which do not constitute an offer to the public within the meaning of the CO; andit has not issued or had in its possession for the purposes of issue, and will not issue or havein its possession for the purposes of issue (in each case whether in Hong Kong orelsewhere), any advertisement, invitation or document relating to any Trust Certificates,which is directed at, or the contents of which are likely to be accessed or read by, the publicin Hong Kong (except if permitted to do so under the laws of Hong Kong) other than withrespect to any Trust Certificates which are or are intended to be disposed of only to personsoutside Hong Kong or only to “professional investors” within the meaning of the SFO andany rules made under the SFO.Cayman IslandsEach Dealer has represented and agreed, and each further Dealer appointed under the Programmewill be required to represent and agree, that it shall not make any invitation to the public in theCayman Islands to subscribe for any Trust Certificates.98
Level: 8 – From: 8 – Thursday, August 9, 2007 – 2:19 pm – mac5 – 3776 Section 09 : 3776 Section 09GeneralEach Dealer has agreed, and each further Dealer appointed under the Programme will be requiredto agree, that it will (to the best of its knowledge and belief) comply with all applicable securitieslaws and regulations in force in any jurisdiction in which it purchases, offers, sells or delivers TrustCertificates or possesses or distributes this Base Prospectus and will obtain any consent, approvalor permission required by it for the purchase, offer, sale or delivery by it of Trust Certificates underthe laws and regulations in force in any jurisdiction to which it is subject or in which it makes suchpurchases, offers, sales or deliveries and none of the Issuer, NIG and any other Dealer shall haveany responsibility therefor.None of the Issuer, NIG and any of the Dealers represents that Trust Certificates may at any timelawfully be sold in compliance with any applicable registration or other requirements in anyjurisdiction, or pursuant to any exemption available thereunder, or assumes any responsibility forfacilitating any such sale.With regard to each Series, the relevant Dealer will be required to comply with any additionalrestrictions agreed between the Issuer, NIG and the relevant Dealer and set out in the applicableFinal Terms.99
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NIG Prospectus - London Stock Exchange

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