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IMPORTANT INFORMATION
This Offer to Purchase contains important information that should be read carefully before you make any decision with respect to the Tender Offers.
If you are in any doubt as to the action you should take, we recommend that you seek your own legal or financial advice, including as to any tax
consequences, from your stockbroker, bank manager, attorney, solicitor, accountant or financial advisor. You are liable for your own taxes and
have no recourse to the Company, the trustees for any of the Securities, the Information and Tender Agent, the Dealer Managers (as defined below)
or any of their respective affiliates, directors, officers, agents, attorneys or employees with respect to taxes arising in connection with the
Tender Offers.
The Offer Document should not be forwarded or distributed to any other person and should not be reproduced in any manner whatsoever. Failure to comply with these
instructions may result in a violation of the applicable laws and regulations of the United States or other jurisdictions.
All of the Securities are held in book-entry form through the facilities of The Depository Trust Company (“DTC”), Clearstream Banking, S.A.
(“Clearstream”) or Euroclear Bank S.A./N.V. (“Euroclear”). If you desire to tender Securities held through DTC, you must transfer such
Securities to the Information and Tender Agent through DTC’s Automated Tender Offer Program (“ATOP”), for which the transaction will be
eligible, in accordance with the procedures described in “The Tender Offers—Procedures for Tendering Securities—Procedures for Tendering
Securities Held Through DTC.” There is no letter of transmittal for this Offer to Purchase. If you desire to tender Securities held through
Clearstream or Euroclear, you must comply with the procedures described herein and the procedures of Clearstream or Euroclear, as applicable,
as described in “The Tender Offers—Procedures for Tendering Securities—Procedures for Tendering Securities Held Through Euroclear or
Clearstream.” If you hold Securities through a broker, dealer, commercial bank, trust company or other nominee or custodian, you must contact
them if you wish to tender your Securities. See “The Tender Offers—Procedures for Tendering Securities.”
We have not provided guaranteed delivery provisions in connection with the Tender Offers.
NONE OF THE COMPANY, THE TRUSTEES FOR ANY OF THE SECURITIES, THE DEALER MANAGERS, OR THE INFORMATION AND TENDER AGENT MAKES ANY RECOMMENDATION
AS TO WHETHER OR NOT HOLDERS SHOULD TENDER THEIR SECURITIES. EACH HOLDER MUST MAKE ITS OWN DECISION AS TO WHETHER TO TENDER ITS SECURITIES.
BEFORE MAKING YOUR DECISION, WE URGE YOU TO CAREFULLY READ THIS DOCUMENT IN ITS ENTIRETY, INCLUDING THE INFORMATION SET FORTH UNDER
“CERTAIN CONSIDERATIONS,” AND THE OTHER DOCUMENTS REFERRED TO IN THIS DOCUMENT. SEE “INCORPORATION BY REFERENCE.”
THIS OFFER TO PURCHASE DOES NOT CONSTITUTE AN OFFER TO PURCHASE SECURITIES, AND ANY INSTRUCTIONS RELATING TO THE TENDER OFFERS WILL NOT BE
ACCEPTED FROM, OR ON BEHALF OF, HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH, OR TO OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER UNDER THE LAWS OR REGULATIONS OF SUCH JURISDICTION, INCLUDING APPLICABLE SECURITIES LAWS. WE ARE OFFERING TO PURCHASE THE
SECURITIES ONLY UNDER CIRCUMSTANCES AND IN JURISDICTIONS WHERE IT IS LAWFUL TO DO SO. SEE “
OFFER RESTRICTIONS.”
THIS OFFER TO PURCHASE HAS NOT BEEN FILED WITH OR REVIEWED BY ANY U.S. FEDERAL, STATE OR FOREIGN SECURITIES COMMISSION OR REGULATORY
AUTHORITY, NOR HAS ANY SUCH COMMISSION OR AUTHORITY PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFER TO PURCHASE. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL AND MAY BE A CRIMINAL OFFENSE.
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