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The securities have not been, and will not be, registered under the U.S. Securities Act of 1933 (the “U.S. Securities Act”), as amended, or any U.S. state securities laws and are subject to U.S. tax law requirements. The securities may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Rule 902 of Regulation S under the U.S. Securities Act) except pursuant to applicable exemptions. Accordingly, securities are being offered only (1) to Qualified Institutional Buyers within the meaning of Rule 144A under the U.S. Securities Act and (2) outside the United States to non-U.S. persons in reliance on Regulation S under the U.S. Securities Act. Securities referred to herein have neither been approved nor not approved by the United States’ Securities and Exchange Commission (SEC), any state securities authority or any other authority in the United States. Nor has such an authority assessed or expressed their view regarding the securities as well as the correctness and reliability of any document. To state the opposite is a criminal act in the United States.
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