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The securities mentioned herein have not been, and will not be, registered under the Securities Act and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. There will be no public offer of the securities in the United States.

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In relation to each member state of the European Economic Area which has implemented the Directive 2003/71/EC, and any amendments thereto (the “Prospectus Directive”)(each a “Relevant Member State”), an offer to the public of the securities has not been made and will not be made in such Relevant Member State, except that an offer to the public in such Relevant Member State of any securities may be made at any time under the following exemptions from the Prospectus Directive, if they have been implemented in the Relevant Member State:

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provided that no such offer shall result in a requirement to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any securities to be offered so as to enable an investor to decide to purchase any securities, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expression “Prospectus Directive” includes any relevant implementing measure in each Relevant Member State.

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