Common use of Restriction on Distribution Clause in Contracts

Restriction on Distribution. The distribution of the Authorised Offering Material and the offering or sale of Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by the Issuer, the Dealers and the Arranger to inform themselves about and to observe any such restriction. The Notes have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may be in bearer form and therefore subject to U.S. tax law requirements. Notes may not be offered, sold or delivered at any time within the United States (as defined in Regulation S of the Securities Act (“Regulation S”)) or to, or for the account or benefit of any person who is (a) a U.S. person (as defined in Regulation S) or (b) not a Non-United States person (as defined in Rule 4.7 under the U.S. Commodity Exchange Act of 1936 but excluding, for the purposes of subsection (D) thereof, the exception for qualified eligible persons who are not Non-United States persons) (“CFTC Rule 4.7”). For a description of certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see “Subscription and Sale”.