iesy Repository GmbH - Irish Stock Exchange

themselves about and observe those restrictions. Each prospective purchaser of the Notes must comply with all
applicable laws and regulations in force in any jurisdiction in which it purchases, offers or sells the Notes or possesses
or distributes this document. In addition, each prospective purchaser must obtain any consent, approval or
permission required under the regulations in force in any jurisdiction to which it is subject or in which it purchases,
offers or sells the Notes. Neither we nor the Initial Purchasers shall have any responsibility for obtaining such consent,
approval or permission.
We have summarized certain documents and other information in a manner we believe to be accurate, but we
refer you to the actual documents for a more complete understanding of the matters we discussed in this document.
All such summaries are qualified in their entirety by such reference. You should not consider any information in this
document to be legal, business or tax advice. You should consult your own attorney, business advisor and tax advisor
for legal, business and tax advice regarding an investment in the Notes. In making an investment decision, you must
rely on your own examination of our business and the terms of this offering and the Notes, including the merits and
risks involved.
We accept responsibility for the information contained in this Prospectus. We have made all reasonable
inquiries and confirm to the best of our knowledge, information and belief that the information contained in this
Prospectus with regard to us, our subsidiaries and affiliates and the Notes is true and accurate in all material respects,
that the opinions and intentions expressed in this Prospectus are honestly held and that we are not aware of any other
acts the omission of which would make this Prospectus or any statement contained herein misleading in any material
respect.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy or
completeness of the information contained in this Prospectus. Nothing contained in this Prospectus is, or shall be
relied upon as, a promise or representation by the Initial Purchasers as to the past or future. We have furnished the
information contained in this Prospectus. The Initial Purchasers have not independently verified any of the
information contained herein (financial, legal or otherwise) and assume no responsibility for the accuracy or
completeness of any such information.
We reserve the right to withdraw this offering of the Notes at any time. We and the Initial Purchasers also
reserve the right to reject any offer to purchase the Notes in whole or in part for any reason or no reason and to allot
to any prospective purchaser less than the full amount of the Notes sought by it.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE HAS
BEEN FILED UNDER RSA 421-B WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A SECURITY IS
EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES
A FINDING BY THE SECRETARY OF STATE OF THE STATE OF NEW HAMPSHIRE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR QUALIFICATIONS OF,
OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY OR TRANSACTION. IT IS
UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY PROSPECTIVE PURCHASER, CUSTOMER OR
CLIENT ANY REPRESENTATION INCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.
NOTICE TO ITALIAN INVESTORS
The offering of the Notes in Italy has not been registered with the Commissione Nazionale per le Società e la Borsa
(the Italian Securities and Exchange Commission) (“CONSOB”) pursuant to Italian securities legislation and, accordingly: (i)
the Notes cannot be offered, sold or delivered in the Republic of Italy (“Italy”) nor any copy of the Prospectus or any other
document relating to the Notes may be distributed in Italy in a solicitation to the public at large (sollecitazione
all’investimento) within the meaning of Article 1, paragraph 1, letter (t) of Legislative Decree no. 58 of 24 February 1998
(the “Financial Services Act”); (ii) the Notes cannot be offered, sold and/or delivered, nor any copy of the Prospectus or any
other document relating to the Notes may be distributed, in both the primary and the secondary markets, to individuals in
Italy and, subject to the foregoing, (iii) sales of the Notes in Italy shall only be: (a) negotiated with “Professional Investors”
(operatori qualificati), as defined under Article 31, paragraph 2, of CONSOB Regulation no. 11522 of 1 July 1998, as
amended (the “CONSOB Regulation No. 11522”); (b) effected in compliance with Article 129 of the Legislative Decree no.
385 of 1 September 1993 (the “Italian Banking Act”) and the implementing instructions of the Bank of Italy, pursuant to
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