ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
In certain jurisdictions, the distribution of information in the connection with the offer described in the following pages (“Tender Offer”) may be restricted by law. Persons into whose possession this information comes are required to inform themselves about, and to observe, any such restrictions. The information on the following pages does not constitute an offer to buy or the solicitation of an offer to sell bonds (and tenders of bonds in the Tender Offer will not be accepted from bondholders) in any circumstances in which such offer or solicitation is unlawful.
No action has been or will be taken in any jurisdiction other than Switzerland by the Issuer that would, or is intended to, permit a redemption offer with respect to the Bonds or possession or distribution of the Information Memorandum or any other offering material, in any country or jurisdiction where action for that purpose is required.
In addition to the representations referred to below in respect of the United States, each holder participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and below. Any tender of bonds for purchase pursuant to the Tender Offer from a bondholder that is unable to make these representations shall not be made.
United States of America and U.S. Persons
The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The Bonds may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act"). Accordingly, any documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of bonds in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
The information on the following pages is not an offer to buy or sell, or a solicitation of an offer to sell or buy, any bonds or other securities in the United States. Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.
Each holder of bonds participating in the Tender Offer will represent that it is not located in the United States and it is not participating in the Tender Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States. For the purposes of this and the above two paragraphs, "United States" means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
The documents or materials relating to the Tender Offer are not being communicated, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). No document or material relating to the Tender Offer has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. The Information Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.
Kingdom of Belgium
None of the documents or materials relating to the Tender Offer have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services et marchés financiers) and, accordingly, the Public Tender Offer may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on takeover bids as amended or replaced from time to time. Accordingly, the Tender Offer may not be advertised and the Tender Offer will not be extended or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, Tender Offer documentation has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offer. Accordingly, the information contained in the Information Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
Republic of Italy
None of documents or materials relating to the Tender Offer has been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offer is being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Bondholders or beneficial owners of the bonds that are located in Italy may tender their bonds in the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 13 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information du-ties vis-à-vis its clients in connection with the Bonds and/or the Tender Offer.
NICHT ZUR VERTEILUNG IN ODER AN EINE PERSON MIT AUFENTHALT ODER WOHNSITZ IN DEN VEREINIGTEN STAATEN VON AMERIKA, IHREN TERRITORIEN UND BESITZUNGEN (EINSCHLIESSLICH PUERTO RICO, DIE US-AMERIKANISCHEN VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND UND DIE NORTHERN MARIANA ISLANDS), EINEM BUNDESSTAAT DER VEREINIGTEN STAATEN VON AMERIKA UND DEM DISTRICT OF COLUMBIA (DIE "VEREINIGTEN STAATEN") ODER EINER ANDEREN JURISDIKTION, IN DER DIE VERBREITUNG DIESES DOKUMENTES UNZULÄSSIG IST.