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 page carefully before accessing, reading or making any other use of the Tender Offer Memorandum. By accessing, reading or making any other use of the 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 the Company, the Guarantor, Joint Dealer Managers and the Information and Tender Agent named therein, 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 Tender Offer Memorandum.
Confirmation of your representation: In order to be eligible to view the attached Tender Offer Memorandum or make an investment decision with respect to the Tender Offer, you must be able to participate lawfully in the invitation by the Company to Holders of the Notes (as defined below) issued by it to tender their Notes for purchase by the Company for cash (the Tender Offer) on the terms and subject to the conditions set out in the Tender Offer Memorandum. By accessing the Tender Offer Memorandum you shall be deemed to have represented to the Company, the Guarantor, the Joint Dealer Managers and the Information and Tender Agent that:
- you are a Holder or a beneficial owner of any of the U.S.$1,500,000,000 5.125% Guaranteed Senior Notes due 2023 issued by the Company (Rule 144A ISIN: US08861JAA79 / Regulation S ISIN: USN1384FAA32) (the Notes);
- you are a person to whom it is lawful to send the attached Tender Offer Memorandum or to make an invitation pursuant to the Tender Offer under all applicable laws; and
- you consent to delivery of the Tender Offer Memorandum to you by electronic transmission.
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 transmission and consequently, none of the Company, the Guarantor, the Joint Dealer Managers, the Information and Tender Agent or any person who controls, or any director, officer, employee, agent or affiliate of, any such person accepts any liability or responsibility whatsoever in respect of any difference between the 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.
The Tender Offer Memorandum has been sent to you on the basis that you may not, nor are you authorized to, deliver the Tender Offer Memorandum to any other person or to reproduce the Tender Offer Memorandum in any manner whatsoever.
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. In those jurisdictions where securities or other laws require the Tender Offer to be made by a licensed broker or dealer and any of the Joint Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, such Tender Offer shall be deemed to be made on behalf of the Company by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
The Tender Offer Memorandum may only be communicated to persons in the United Kingdom in circumstances where section 21(1) of the Financial Services and Markets Act 2000 does not apply.
Restrictions: Nothing in this electronic transmission constitutes an offer to buy or the solicitation of an offer to sell securities in any jurisdiction in which such offer or solicitation would be unlawful.
The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required by the Company, the Guarantor, the Joint Dealer Managers and the Information and Tender Agent 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 communication is free from viruses and other items of a destructive nature.
