IMPORTANT NOTICE
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, OR TO ANY PERSON LOCATED AND/OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
THIS ELECTRONIC TRANSMISSION DOES NOT CONTAIN OR CONSTITUTE AN OFFER OF, OR THE SOLICITATION OF AN OFFER TO BUY OR SUBSCRIBE FOR, SECURITIES TO ANY PERSON IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE SUCH AN OFFER IS UNLAWFUL.
THE ATTACHED TENDER OFFER MEMORANDUM MAY ONLY BE DISTRIBUTED TO PERSONS TO WHOM IT IS OTHERWISE LAWFUL TO SEND THE ATTACHED TENDER OFFER MEMORANDUM. THE ATTACHED TENDER OFFER MEMORANDUM AND ANY RELATED DOCUMENTS MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION OR REPRODUCTION OF THE TENDER OFFER MEMORANDUM, IN WHOLE OR IN PART, IS UNAUTHORIZED. FAILURE TO COMPLY WITH THESE REQUIREMENTS MAY RESULT IN A VIOLATION OF APPLICABLE LAWS.
IMPORTANT: You must read the following disclaimer before continuing. The following disclaimer applies to the attached Tender Offer Memorandum (as it may be supplemented or amended from time to time, the “Tender Offer Memorandum”) and you are therefore required to read this disclaimer carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing, reading or making any other use of the attached Tender Offer Memorandum, you agree (in addition to giving the representations below) to be bound by the following terms and conditions, including any modifications to them from time to time, each time you receive any information from Continuum Energy Levanter Pte. Ltd. (the “Company”), Deutsche Bank AG, Singapore Branch (“Deutsche Bank”), Emirates NBD Bank PJSC (“Emirates NBD Bank PJSC”), The Hongkong and Shanghai Banking Corporation Limited, Singapore Branch (“HSBC”), J.P. Morgan Securities plc (“J.P. Morgan”) and Standard Chartered Bank (“Standard Chartered Bank,” together with Deutsche Bank, Emirates NBD Bank PJSC, HSBC and J.P. Morgan the “Dealer Managers”), D.F King Ltd in its capacity as information and tender agent in respect of the Notes (as defined below) (the “Information and Tender Agent”) and/or DB International Trust (Singapore) Limited (the “Trustee”) as a result of such access. Capitalized terms used but not otherwise defined in this disclaimer shall have the meaning given to them in the attached Tender Offer Memorandum.
Confirmation of your representation: You have been sent the attached Tender Offer Memorandum at your request and, by accepting the electronic communication of the attached Tender Offer Memorandum and accessing the attached Tender Offer Memorandum, you shall be deemed to have represented to the Company,
the Dealer Managers,
the Information and Tender Agent and the Trustee that:
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you are a Noteholder (as defined in the attached Tender Offer Memorandum) or a beneficial owner of any of the Company’s U.S.$561,000,000 4.50% Senior Notes due 2027 (CUSIP: Y1753Q AB8, ISIN: USY1753QAB87, Common Code: 229596926 (Regulation S); CUSIP: 21218M AB1, ISIN: US21218MAB19, Common Code: 229596870 (Rule 144A)) (the “Notes”);
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you are not a Sanctions Restricted Person (as defined in the attached Tender Offer Memorandum) and you are not a person to whom it is unlawful to send the attached Tender Offer Memorandum or to make an invitation under the Tender Offer (as defined in the attached Tender Offer Memorandum) in accordance with applicable laws and regulations, including the offer and distribution restrictions set out in the attached Tender Offer Memorandum;
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you consent to delivery of the attached Tender Offer Memorandum by electronic transmission;
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you shall not distribute or forward the Tender Offer Memorandum to third parties or otherwise make the Tender Offer Memorandum publicly available.
The attached Tender Offer Memorandum has been sent to you in an electronic form. You are reminded that documents transmitted via this medium may be altered or changed during the process of electronic transmission and consequently none of the Company, the Dealer Managers, the Information and Tender Agent or the Trustee or any person who controls, or is a director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the attached Tender Offer Memorandum distributed to you in electronic format and the hard copy version available to you on request from the Information and Tender Agent.
You are also reminded that the Tender Offer Memorandum has been sent to you on the basis that you are a person into whose possession the Tender Offer Memorandum may be lawfully delivered in accordance with the laws of the jurisdiction in which you are located and/or resident and you may not, nor are you authorized to, deliver, transmit, forward or otherwise distribute the attached Tender Offer Memorandum, directly or indirectly, to any other person. If you have recently sold or otherwise transferred your entire holding(s) of Notes, you should notify the Information and Tender Agent immediately.
The communication in this electronic transmission is made only to, or directed only at, persons falling within Article 43 of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and any other persons to whom this communication can otherwise lawfully be made (together being referred to as “relevant persons”), and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in this communication is available only to relevant persons and will be engaged in only with relevant persons.
Any materials relating to the Tender Offer do not constitute, and may not be used in connection with, any form of offer or solicitation in any place where such offers or solicitations are not permitted by law.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in the United States or any other jurisdiction in which such offer or solicitation would be unlawful.
The distribution of the attached Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the attached Tender Offer Memorandum comes are required by the Company, the Dealer Managers, the Information and Tender Agent and the Trustee to inform themselves about, and to observe, any such restrictions.
You are responsible for protecting against viruses and other destructive items. Your use of this electronic communication is at your own risk. It is your responsibility to take precautions to ensure that this electronic transmission is free from viruses and other items of a destructive nature.
None of the Dealer Managers, the Trustee, the Agents or the Information and Tender Agent shall have any obligation to support any losses directly or indirectly sustained or incurred by any holder for any reason whatsoever in connection with the Company, including the non-performance by the Company of any of its obligations.