KPMG - IERE

made by broker-dealers who are registered as such under the US Securities Exchange Act of 1934, as
amended (the ‘‘Exchange Act’’). The offer and sale of the Shares and distribution of this Prospectus
are subject to the restrictions set out in Part XII of this Prospectus entitled ‘‘General Information’’.
By receiving this Prospectus, subscribers and purchasers of the Shares shall be deemed to have made
certain representations, acknowledgements and agreements set out in this Prospectus, including, but
not limited to, those set out in Section 14 of Part XII of this Prospectus entitled ‘‘United States
Transfer Restrictions’’.
No purchase, sale or transfer of any Shares may be made by any ‘‘benefit plan investor’’ (as defined
in 29 C.F.R. § 2510.3-101, as modified by Section 3(42) of ERISA) or any other employee benefit
plan subject to any federal, state, local or other law or regulation that is substantially similar to the
prohibited transaction provisions of Section 406 of ERISA or Section 4975 of the Code. See the
sections entitled ‘‘United States Transfer Restrictions’’ in Part XII of this Prospectus and ‘‘Certain
ERISA Considerations’’ in Part XI of this Prospectus.
Prospective investors are also notified that the Company believes that there is a significant likelihood
that it will be classified as a passive foreign investment company (a ‘‘PFIC’’) for United States federal
income tax purposes. The Company does not expect to comply with record-keeping requirements or
to provide to US Shareholders the information that would be necessary in order for such persons to
make certain elections with respect to their Shares. See the section of this Prospectus entitled ‘‘Risk
Factors – Risks Relating to the Group’s Structure – There is a significant likelihood that the
Company will be treated as a passive foreign investment company’’.
The Shares have not been approved or disapproved by the US Securities and Exchange Commission (the
‘‘SEC’’), any state securities commission in the United States or any other regulatory authority in the
United States, nor have any of the foregoing authorities passed on or endorsed the merits of the Offer
or the accuracy or adequacy of the information contained in this Prospectus. Any representation to the
contrary is a criminal offence in the United States.
Available information for investors in the United States
Neither the Company nor any of its subsidiaries currently files reports under Section 13 or 15(d) of
the Exchange Act. In addition, the Company does not furnish any information to the SEC so as to
qualify for the exemption described in Rule 12g3-2(b) under the Exchange Act. The Company has
agreed that, for so long as any Shares are ‘‘restricted securities’’ within the meaning of Rule 144(a)(3)
under the Securities Act, it will, during any period in which it is neither subject to Section 13 or
15(d) under the Exchange Act, nor exempt from reporting pursuant to Rule 12g3-2(b) under the
Exchange Act, provide to any holder or beneficial owner of such Shares or to any prospective
purchaser of such Shares designated by such holder or beneficial owner, on the request of such
holder, beneficial owner or prospective purchaser, the information required to be provided by Rule
144A(d)(4) under the Securities Act.
The Company is furnishing this Prospectus in connection with an offering exempt from the
registration requirements of the Securities Act, solely for the purpose of enabling a prospective
investor to consider the subscription for or acquisition of Shares and on a confidential basis only to
persons in the United States reasonably believed to be QIBs. The information contained in this
Prospectus has been provided by the Company and other sources identified herein. Any reproduction
or distribution of this Prospectus in whole or in part, disclosure of its contents or use of the
information contained herein in the United States for any purpose other than in considering an
investment by the recipient in the Shares is prohibited.
No incorporation of website
The contents of the Company’s website will not form part of this Prospectus.
Presentation of financial and other information
Unless otherwise indicated, the financial information in this Prospectus has been prepared in
accordance with International Financial Reporting Standards (‘‘IFRS’’), a body of accounting
principles that may differ materially from US generally accepted accounting principles (‘‘US GAAP’’).
The Company has not quantified the impact of these differences. In making an investment decision,
prospective investors must rely on their own examination of the Company, the terms of the Offer and
the financial information in this Prospectus. Prospective investors should consult their own
professional advisers for an understanding of the difference between IFRS and US GAAP.
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