iesy Repository GmbH - Irish Stock Exchange

NOTICE TO INVESTORS
We have not registered the Notes under the U.S. Securities Act and, therefore, the Notes may not be offered or sold
within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.
Accordingly, we are offering and selling the Notes only:
• to “qualified institutional buyers,” commonly referred to as “QIBs,” (as defined in Rule 144A under the U.S.
Securities Act (“Rule 144A”)) in reliance on Rule 144A; and
• in offshore transactions in reliance on Regulation S under the U.S. Securities Act (“Regulation S”). We use the
terms “offshore transaction,” “U.S. person” and “United States” with the meanings given to them in Regulation S.
The Notes are subject to restrictions on transfer as summarized below. By purchasing the Notes, you will be deemed to
have made the following acknowledgements, representations to and agreements with the Issuer, the Subsidiary Guarantors
and the Initial Purchasers:
(1) You understand and acknowledge that the Notes have not been registered under the U.S. Securities Act or any
other applicable securities laws and that the Notes are being offered for resale in transactions not requiring registration
under the U.S. Securities Act or any other securities laws, including sales pursuant to Rule 144A, and, unless so
registered, may not be offered, sold or otherwise transferred except in compliance with the registration requirements of
the U.S. Securities Act or any other applicable securities laws, pursuant to an exemption therefrom, or in a transaction
not subject thereto, and in each case in compliance with the conditions for transfer set forth in paragraph (4) below.
(2) You are not our “affiliate” (as defined in Rule 144 under the U.S. Securities Act), you are not acting on our
behalf and you are either:
(a) a QIB and are aware that any sale of these Notes to you will be made in reliance on Rule 144A and
such acquisition will be for your own account or for the account of another QIB; or
(b) not a “U.S. person” as defined in Regulation S or purchasing for the account or benefit of a U.S. person
(other than a distributor) and you are purchasing Notes in an offshore transaction in accordance with Regulation
S.
(3) You acknowledge that none of the Issuer, the Subsidiary Guarantors, the Initial Purchasers or any person
representing the Issuer, the Subsidiary Guarantors or the Initial Purchasers has made any representation to you with
respect to the Issuer or the Subsidiary Guarantors or the offer or sale of any of the Notes, other than the information
contained in this Prospectus. You represent that you are only relying on this Prospectus in making your investment
decision with respect to the Notes. You acknowledge that the Initial Purchasers make no representation or warranty as
to the accuracy or completeness of this Prospectus. You have had access to such financial and other information
concerning the Issuer, the Subsidiary Guarantors and the Notes, including an opportunity to ask questions of, and
request information from, the Issuer and the Initial Purchasers.
(4) You are purchasing these Notes for your own account, or for one or more investor accounts for which you are
acting as a fiduciary or agent, in each case for investment, and not with a view to, or for offer or sale in connection
with, any distribution thereof in violation of the U.S. Securities Act, subject to any requirement of law that the
disposition of your property or the property of such investor account or accounts be at all times within your or their
control and subject to your or their ability to resell such Notes pursuant to Rule 144A, Regulation S or any other
available exemption from registration under the U.S. Securities Act. You agree on your own behalf and on behalf of
any investor account for which you are purchasing the Notes, and each subsequent holder of these Notes by its
acceptance thereof will agree, to offer, sell or otherwise transfer such Notes prior to (x) the date which is 40 days in the
case of Notes sold in reliance on Regulation S or two years (or such shorter period of time as permitted by Rule 144
under the U.S. Securities Act or any successor provision thereunder) in the case of Notes sold in reliance on Rule 144A
after the later of the date of the original issue of these Notes and the last date on which we or any of our affiliates were
the owner of such Notes (or any predecessor thereto) or (y) such later date, if any, as may be required by applicable law
(the “Resale Restriction Termination Date”) only:
(a) to us;
(b) pursuant to a registration statement which has been declared effective under the U.S. Securities Act;
294