In relation to each member state (each, a „Relevant Member State“) of the EEA which has implemented Directive 2003/71/EC as amended (the „Prospectus Directive“), each Holder has represented and agreed that with effect from and including the date on which the Prospectus Directive is implemented in that Relevant Member State (the „Relevant Implementation Date“), it has not made and will not make an offer of Bonds to the public in that Relevant Member State other than:
a. to any legal entity which is a qualified investor as defined in the Prospectus Directive; b. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive; or c. in any other circumstances falling within Article 3(2) of the Prospectus Directive; provided that no such offer of the Bonds shall require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive other than in reliance of Article 3(2)(b).
For the purposes of this provision, the expression an „offer of Bonds to the public“ in relation to any Bonds in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the Bonds to be offered so as to enable an investor to decide to purchase or subscribe to the Bonds, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State and, for the avoidance of doubt, the expression „Prospectus Directive“ means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression „2010 PD Amending Directive“ means Directive 2010/73/EU.
Each subscriber for or purchaser of the Bonds in the offering located within a member state of the EEA will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of Article 2(1)(e) of the Prospectus Directive. The Issuer will rely upon the trust and accuracy of the foregoing representation, acknowledgement and agreement.