AEG 21604 G Bedienungsanleitung PDF herunterladen (Seite 225)

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United States of America

The Sole Lead Manager has acknowledged that the Notes have not been and will not be registered under

the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered, sold or

delivered within the United States of America (the “United States”) 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 re-

quirements of the U.S. Securities Act. The Sole Lead Manager has represented and agreed that neither it

nor any persons acting on its behalf has offered, sold or delivered and will offer, sell or deliver any Notes

within the United States except in accordance with Rule 903 of Regulation S under the U.S. Securities

Act. Accordingly, the Sole Lead Manager has represented and agreed that neither it, its affiliates nor any

persons acting on its or their behalf has engaged or will engage in any directed selling efforts or general

solicitation with respect to the Notes. Terms used in this subparagraph have the meaning given to them by

Regulation S.

The Notes will be issued in accordance with the provisions of United States Treasury Regulation § 1.163-

5(c)(2)(i)(D) (the “TEFRA D Rules” or “TEFRA D”). (a) Except to the extent permitted under TEFRA

D, the Sole Lead Manager has represented that (i) it has not offered or sold, and agrees that during the

restricted period it will not offer or sell, such Notes to a person who is within the United States or its pos-

sessions or to a United States person, and (ii) it has not delivered and agrees that it will not deliver within

the United States or its possessions such Notes that are sold during the restricted period; (b) the Sole Lead

Manager has represented that it has and agreed that throughout the restricted period it will have in effect

procedures reasonably designed to ensure that its employees or agents who are directly engaged in selling

such Notes are aware that such Notes may not be offered or sold during the restricted period to a person

who is within the United States or its possessions or to a United States person, except as permitted by the

D Rules; (c) If it is a United States person, the Sole Lead Manager has represented that it is acquiring

such Notes for purposes of resale in connection with their original issuance and if it retains such Notes for

its own account, it will only do so in accordance with the requirements of U.S. Treasury Regulation

1.163-5(c)(2)(i)(D)(6); and (d) With respect to each affiliate that acquires such Notes from the Sole Lead

Manager for the purpose of offering or selling such Notes during the restricted period, the Sole Lead

Manager has repeated and confirmed the representations and agreements contained in paragraphs (a), (b)

and (c) above on such affiliate’s behalf. Terms used in this subparagraph have the meanings given to

them by the U.S. Internal Revenue Code and regulations thereunder, including the TEFRA D Rules.

United Kingdom

Close Brothers has represented and agreed that, (a) it has only communicated or caused to be communi-

cated and will only communicate or cause to be communicated any invitation or inducement to engage in

investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as

amended (“FSMA”)) received by it in connection with the issue or sale of any Notes in circumstances in

which Section 21(1) of the FSMA does not apply to the Issuer or the Guarantor; and (b) it has complied

and will comply with all applicable provisions of the FSMA with respect to anything done by it in rela-

tion to the Notes in, from or otherwise involving the United Kingdom.

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