Important Disclosure

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN, INTO, OR FROM THE UNITED STATES OF AMERICA, CANADA OR JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO MIGHT CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION

CAN BE DISTRIBUTED ONLY TO QIBs IN THE US

This announcement does not constitute or form part of any offer or solicitation to purchase nor shall it or the fact of its distribution, form the basis of, or be relied on in any purchase. The shares have not been and will not be registered under the US Securities Act of 1933 as amended (the “Securities Act”), or under any relevant securities laws of any state or other jurisdiction of the United States and may not be offered, directly or indirectly, in the United States, absent registration or an applicable exemption from the registration requirements of the Securities Act and in compliance with state securities laws.  There will be no public offer of Ordinary Shares in the United States and there will be no offering of Ordinary Shares in or into any country, territory or possession where to do so may contravene local securities laws or regulations.  This announcement and any subsequent offer of securities may be restricted by law in certain jurisdictions and persons receiving this announcement or any subsequent offer should inform themselves about and observe any such restriction and must not under any circumstances forward this announcement to any other person. Failure to comply with such restrictions may violate securities laws of any such jurisdiction.

Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.  You are reminded that this notice has been delivered to you on the basis that you are a person into whose possession this notice may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and you may not nor are you authorized to deliver this notice to any other person and you agree not to copy or retransmit this notice.

Where permitted, this document is being distributed in the United States by Jefferies and outside the United States by Jefferies International Limited (“JIL”).  Neither Jefferies nor JIL accept liability whatsoever for any direct or consequential loss arising from the use of this document.  Purchase of these securities is subject to and should be read in conjunction with the terms and conditions outlined in the offering memorandum/prospectus. 

In the United Kingdom, this document is for distribution to, and/or is directed only at (i) persons having professional experience in matters relating to investments who fall within the definition of investment professionals in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order“); (ii) high net worth bodies corporate, unincorporated associations and partnerships and trustees of high value trusts as described in Article 49(2) of the Order; and (iii) persons to whom it may otherwise be lawfully distributed under the Order (together “Relevant Persons“).  Any investment or investment activity to which this document relates is only available to and will only be engaged in with Relevant Persons.  Persons who are not Relevant Persons should not rely on or act upon this document or any of its contents.

This announcement and any offer if made subsequently is directed only at persons in member states of the European Economic Area who are “qualified investors” within the meaning of Article 2(1)(e) of the Prospectus Directive (Directive 2003/71/EC) together with any applicable implementing measures under such directive (“Qualified Investors“). Any person in the EEA who acquires the securities in any offer (an “investor“) or to whom any offer of the securities is made will be deemed to have represented and agreed that it is a Qualified Investor. Any investor will also be deemed to have represented and agreed that any securities acquired by it  in the offer have not been acquired on behalf of persons in the EEA other than Qualified Investors or persons in the UK and other member states (where equivalent legislation exists) for whom the investor has authority to make decisions on a wholly discretionary basis, nor have the securities been acquired with a view to their offer or resale in the EEA to persons where this would result in a requirement for publication by the company, JIL or any other manager of a prospectus pursuant to Article 3 of the Prospectus Directive. The company, JIL and their affiliates, and others will rely upon the truth and accuracy of the foregoing representations and agreements.

This document is not for distribution to retail clients (as defined in Directive 2014/65/EU (“MiFID II“)) or to persons who are not Qualified Investors and this document does not constitute investment advice or a personal recommendation as defined in MiFID II or otherwise.