United Mexican States
Please select Country to view Jurisdictional Restrictions Select Country General Belgium Chile Colombia Denmark France Germany Hong Kong Italy Mexico Norway Peru Spain Switzerland United Kingdom Uruguay JURISDICTIONAL RESTRICTIONS Belgium Neither the Offer Document nor any brochure material or document related thereto have been, or will be, submitted or notified to, or approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten). In Belgium, the Offer does not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §3 of the Belgian Law of April 1, 2007 on takeover bids (loi relative aux offres publiques d’acquisition/wet op de openbare overnamebiedingen, the “Takeover Law”), as amended from time to time. Accordingly, the Offer may not be, and is not being advertised and the Offer Document as well as any brochure, or any other material or document relating thereto may not, have not and will not be distributed, directly or indirectly, to any person located and/or resident within Belgium other than to qualified investors (investisseurs qualifiés/gekwalificeerde beleggers) within the meaning of Article 2, e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC. (Règlement (UE) 2017/1129 du 14 juin 2017 du Parlement européen et du Conseil concernant le prospectus à publier en cas d'offre au public de valeurs mobilières ou en vue de l'admission de valeurs mobilières à la négociation sur un marché réglementé, et abrogeant la directive 2003/71/CE/Verordening (EU) 2017/1129 van het Europees Parlement en de Raad van 14 juni 2017 betreffende het prospectus dat moet worden gepubliceerd wanneer effecten aan het publiek worden aangeboden of tot de handel op een gereglementeerde markt worden toegelaten en tot intrekking van Richtlijn 2003/71/EG), as amended or replaced from time to time, i.e. professional clients and eligible counterparties as referred to in points (1) to (4) of Section I of Annex II to Directive 2014/65/EU, and persons or entities who are, on request, treated as professional clients in accordance with Section II of that Annex, or recognised as eligible counterparties in accordance with Article 30 of Directive 2014/65/ EU unless they have entered into an agreement to be treated as non-professional clients in accordance with the fourth paragraph of Section I of that Annex, as amended or replaced from time to time, that do not qualify as consumers (consommateurs/consumenten) within the meaning of Article I.1, 2° of the Belgian Code of Economic Law of February 28, 2013 (Code de droit économique/Wetboek van economisch recht), as amended or replaced from time to time. Accordingly, the information contained in the Offer Document or in any brochure or any other document or materials relating thereto may not be used for any other purpose, including for any offering in Belgium, except as may otherwise be permitted by law, and shall not be disclosed or distributed to any other person in Belgium other than qualified investors acting on their own account who are not consumers. Chile Notice to Chilean Investors Pursuant to the Securities Market Law of Chile and Norma de Carácter General (Rule) No. 336, dated June 27, 2012, issued by the Financial Market Commission of Chile (Comisión para el Mercado Financiero, or “CMF”) (“Rule 336”), the notes may be privately offered to certain qualified investors identified as such by Rule 336 (which in turn are further described in Rule No. 216, dated June 12, 2008, and rule 410 dated July 27, 2016, both of the CMF). Rule 336 requires the following information to be made to prospective investors in Chile: 1. Date of commencement of the offer: (April 20, 2023). The offer of the notes is subject to Rule 336; 2. The subject matter of this offer are securities not registered in the securities registry (Registro de Valores) of the CMF, nor in the foreign securities registry (Registro de Valores Extranjeros) of the CMF; hence, the notes are not subject to the oversight of the CMF; 3. Since the notes are not registered in Chile there is no obligation by the issuer to deliver public information about the notes in Chile; and 4. The notes shall not be subject to public offering in Chile unless registered in the relevant securities registry of the CMF. Colombia The Offer and the solicitation made herein do not constitute a public offer under Colombian law and will not be settled in Colombia. This document does not constitute and may not be used for, or in connection with, a public offer as defined under Colombian law. Denmark This Offer Document does not constitute a prospectus under Danish law and has not been filed with or approved by the Danish Financial Supervisory Authority as this Offer Document has not been prepared in the context of a public offering of securities in Denmark within the meaning of the EU Prospectus Regulation (Regulation (EU) 2017/1129) or the Danish Capital Market Act. Accordingly, this Offer Document may not be made available to any other person in Denmark nor may the New Notes otherwise be marketed and offered for sale in Denmark other than in circumstances which are exempt from the requirement to publish a prospectus in Denmark. Germany This Offer Document does not constitute a prospectus compliant with Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) and does therefore not form the basis of any public offering in the Federal Republic of Germany (“Germany”). No prospectus (Prospekt) within the meaning of the Prospectus Regulation and the German Securities Prospectus Act (Wertpapierprospektgesetz) or any other applicable laws in Germany has been or will be published in Germany, nor has this Offer Document been filed with, approved by or notified to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) for publication in Germany. This Offer Document is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany. France The Offer is not being made, directly or indirectly, to the public in France. Neither this Offer Document nor any other documents or materials relating to the Offer have been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France and only (i) qualified investors (investisseurs qualifiés), acting for their own account, all as defined in, and in accordance with, Articles L.411 2 and D.411 1 of the French Code monétaire et financier and/or (ii) the other legal entities referred to in Articles L.341 2 1° and D.341 1 of the French Code monétaire et financier are eligible to participate in the Offer to Purchase. This Offer has not been and will not be submitted to the clearance procedure of the Autorité des marchés financiers (“AMF”), nor to a competent authority of another Member State of the European Economic Area that would have notified its approval to the AMF under Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017. Hong Kong The communication of this Offer Document and any other documents or materials relating to the Offer and/or the Old Notes is not being made in Hong Kong, by means of any document, other than (a) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the “CWUMPO”), or (b) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the “SFO”) and any rules made thereunder, or (c) in other circumstances which do not result in the document being a “prospectus” as defined in the CWUMPO. No invitation, advertisement or document relating to the Offer and/or the Old Notes has been or will be issued, or has been or will be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Offer and/or the Old Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder. Italy None of the Offer, the Offer Document or any other documents or materials relating to the Offer has been or will be registered with the Italian Securities Exchange Commission (Commissione Nazionale per le Società e la Borsa, or “CONSOB”) pursuant to applicable Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to Article 101 bis, paragraph 3 bis of Legislative Decree No. 58 of 24 February 1998, as amended (the “Consolidated Financial Act”) and Article 35 bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the “Issuers Regulation”). Holders or beneficial owners of the Old Notes that are resident and/or located in Italy can tender the Old Notes for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Consolidated Financial Act, the CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority. The Offer Document and the information contained herein are intended only for the use of its recipient and are not to be distributed to any third party resident and/or located in Italy for any reason. No person resident or located in Italy other than the original recipients of this document may rely on it or its contents. Each intermediary must comply with the applicable laws and regulations concerning information duties vis à vis its clients in connection with the Old Notes or the Offer. Mexico The Offer may not be publicly made in Mexico and neither the Offer Document nor any other documents or materials relating to the Offer may be distributed publicly in Mexico. However, the Offer may be made to investors in Mexico that qualify as institutional or accredited investor pursuant to the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations thereunder. None of the Offer, the Offer Document or any other documents or materials relating to the Offer have been reviewed or will be submitted for the review or approval of, the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). Investors in Mexico that qualify as accredited or institutional investors may participate in the Offer based upon their independent review of the merits thereof. Norway In Norway, the New Notes Offering and the Offer are made only in accordance with applicable exemptions from the requirement to prepare a prospectus or offer document in accordance with the Norwegian Securities Trading Act. Accordingly, the New Notes Offering and the Offer have not been and will not be filed with or approved by the Norwegian Financial Supervisory Authority, the Oslo Stock Exchange or the Norwegian Registry of Business Enterprises. Peru The Offer is not intended for any person who is not qualified as an institutional investor, in accordance with provisions set forth in SMV Resolution No. 021-2013-SMV-01, and as subsequently amended. No legal, financial, tax or any other kind of advice is hereby being provided. Spain Neither the Offer nor the Offer Document have been approved or registered in the administrative registries of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores). Switzerland The Offer is made in Switzerland on the basis of a private offer, not as a public offer. Neither this document nor any other offering or marketing material relating to the Offer constitutes a prospectus as such term is understood pursuant to the Swiss Financial Services Act, and neither this document nor any other offering or marketing material relating to the Offer may be publicly distributed or otherwise made publicly available in Switzerland. United Kingdom The applicable provisions of the FSMA must be complied with in respect of anything done in relation to the Offer in, from or otherwise involving the United Kingdom. Neither the communication of this Offer Document nor any other offer material relating to the Offer has been approved, by an authorized person for the purposes of section 21 of the FSMA. This Offer Document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Order or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons falling within (i)-(iii) together being referred to as “relevant persons”). Any investment or investment activity to which this Offer Document relates is available only to, and any invitation, offer or agreement to subscribe to, purchase or otherwise acquire such investment will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Offer Document or any of its contents. Uruguay The Offer qualifies as a private placement pursuant to section 2 of Uruguayan law 18.627. Mexico represents and agrees that it has not offered to purchase, and will not offer to purchase, any Old Notes to the public in Uruguay, except in circumstances which do not constitute a public offering or distribution under Uruguayan laws and regulations. The Old Notes are not and will not be registered with the Central Bank of Uruguay to be publicly offered in Uruguay. General The distribution of this Offer Document and related materials is restricted by law in certain jurisdictions. Persons into whose possession this Offer Document come are required by Mexico to inform themselves of and to observe any of these restrictions. Each person accepting the Offer shall be deemed to have represented, warranted and agreed (in respect of itself and any person for whom it is acting) that it is not a person to whom it is unlawful to make an Offer pursuant to this Offer Document (including under the applicable securities laws referenced below), it has not distributed or forwarded this Offer Document or any other documents or materials relating to the Offer to any such person, and it has (before offering the Old Notes for purchase) complied with all laws and regulations applicable to it for the purposes of its participation in the Offer. This Offer Document does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation is not authorized or in which the person making an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or solicitation. None of Mexico, the Dealer Managers and the Billing and Delivering Bank accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction. In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer and in which any Dealer Manager or any of its affiliates is so licensed, it shall be deemed to be made by the Dealer Managers or such affiliates on behalf of Mexico.
Please select Country to view Jurisdictional Restrictions
Select Country General Belgium Chile Colombia Denmark France Germany Hong Kong Italy Mexico Norway Peru Spain Switzerland United Kingdom Uruguay
JURISDICTIONAL RESTRICTIONS
Belgium
Neither the Offer Document nor any brochure material or document related thereto have been, or will be, submitted or notified to, or approved by, the Belgian Financial Services and Markets Authority (Autorité des services et marchés financiers/Autoriteit voor Financiële Diensten en Markten). In Belgium, the Offer does not constitute a public offering within the meaning of Articles 3, §1, 1° and 6, §3 of the Belgian Law of April 1, 2007 on takeover bids (loi relative aux offres publiques d’acquisition/wet op de openbare overnamebiedingen, the “Takeover Law”), as amended from time to time. Accordingly, the Offer may not be, and is not being advertised and the Offer Document as well as any brochure, or any other material or document relating thereto may not, have not and will not be distributed, directly or indirectly, to any person located and/or resident within Belgium other than to qualified investors (investisseurs qualifiés/gekwalificeerde beleggers) within the meaning of Article 2, e) of Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC. (Règlement (UE) 2017/1129 du 14 juin 2017 du Parlement européen et du Conseil concernant le prospectus à publier en cas d'offre au public de valeurs mobilières ou en vue de l'admission de valeurs mobilières à la négociation sur un marché réglementé, et abrogeant la directive 2003/71/CE/Verordening (EU) 2017/1129 van het Europees Parlement en de Raad van 14 juni 2017 betreffende het prospectus dat moet worden gepubliceerd wanneer effecten aan het publiek worden aangeboden of tot de handel op een gereglementeerde markt worden toegelaten en tot intrekking van Richtlijn 2003/71/EG), as amended or replaced from time to time, i.e. professional clients and eligible counterparties as referred to in points (1) to (4) of Section I of Annex II to Directive 2014/65/EU, and persons or entities who are, on request, treated as professional clients in accordance with Section II of that Annex, or recognised as eligible counterparties in accordance with Article 30 of Directive 2014/65/ EU unless they have entered into an agreement to be treated as non-professional clients in accordance with the fourth paragraph of Section I of that Annex, as amended or replaced from time to time, that do not qualify as consumers (consommateurs/consumenten) within the meaning of Article I.1, 2° of the Belgian Code of Economic Law of February 28, 2013 (Code de droit économique/Wetboek van economisch recht), as amended or replaced from time to time. Accordingly, the information contained in the Offer Document or in any brochure or any other document or materials relating thereto may not be used for any other purpose, including for any offering in Belgium, except as may otherwise be permitted by law, and shall not be disclosed or distributed to any other person in Belgium other than qualified investors acting on their own account who are not consumers.
Notice to Chilean Investors
Pursuant to the Securities Market Law of Chile and Norma de Carácter General (Rule) No. 336, dated June 27, 2012, issued by the Financial Market Commission of Chile (Comisión para el Mercado Financiero, or “CMF”) (“Rule 336”), the notes may be privately offered to certain qualified investors identified as such by Rule 336 (which in turn are further described in Rule No. 216, dated June 12, 2008, and rule 410 dated July 27, 2016, both of the CMF).
Rule 336 requires the following information to be made to prospective investors in Chile:
1. Date of commencement of the offer: (April 20, 2023). The offer of the notes is subject to Rule 336;
2. The subject matter of this offer are securities not registered in the securities registry (Registro de Valores) of the CMF, nor in the foreign securities registry (Registro de Valores Extranjeros) of the CMF; hence, the notes are not subject to the oversight of the CMF;
3. Since the notes are not registered in Chile there is no obligation by the issuer to deliver public information about the notes in Chile; and
4. The notes shall not be subject to public offering in Chile unless registered in the relevant securities registry of the CMF.
Colombia
The Offer and the solicitation made herein do not constitute a public offer under Colombian law and will not be settled in Colombia. This document does not constitute and may not be used for, or in connection with, a public offer as defined under Colombian law.
Denmark
This Offer Document does not constitute a prospectus under Danish law and has not been filed with or approved by the Danish Financial Supervisory Authority as this Offer Document has not been prepared in the context of a public offering of securities in Denmark within the meaning of the EU Prospectus Regulation (Regulation (EU) 2017/1129) or the Danish Capital Market Act. Accordingly, this Offer Document may not be made available to any other person in Denmark nor may the New Notes otherwise be marketed and offered for sale in Denmark other than in circumstances which are exempt from the requirement to publish a prospectus in Denmark.
Germany
This Offer Document does not constitute a prospectus compliant with Regulation (EU) 2017/1129 of the European Parliament and the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC (the “Prospectus Regulation”) and does therefore not form the basis of any public offering in the Federal Republic of Germany (“Germany”). No prospectus (Prospekt) within the meaning of the Prospectus Regulation and the German Securities Prospectus Act (Wertpapierprospektgesetz) or any other applicable laws in Germany has been or will be published in Germany, nor has this Offer Document been filed with, approved by or notified to the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) for publication in Germany.
This Offer Document is strictly for use of the person who has received it. It may not be forwarded to other persons or published in Germany.
France
The Offer is not being made, directly or indirectly, to the public in France. Neither this Offer Document nor any other documents or materials relating to the Offer have been distributed or caused to be distributed and will not be distributed or caused to be distributed to the public in France and only (i) qualified investors (investisseurs qualifiés), acting for their own account, all as defined in, and in accordance with, Articles L.411 2 and D.411 1 of the French Code monétaire et financier and/or (ii) the other legal entities referred to in Articles L.341 2 1° and D.341 1 of the French Code monétaire et financier are eligible to participate in the Offer to Purchase. This Offer has not been and will not be submitted to the clearance procedure of the Autorité des marchés financiers (“AMF”), nor to a competent authority of another Member State of the European Economic Area that would have notified its approval to the AMF under Regulation (EU) 2017/1129 of the European Parliament and of the Council of June 14, 2017.
Hong Kong
The communication of this Offer Document and any other documents or materials relating to the Offer and/or the Old Notes is not being made in Hong Kong, by means of any document, other than (a) in circumstances which do not constitute an offer to the public within the meaning of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32, Laws of Hong Kong) (the “CWUMPO”), or (b) to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) (the “SFO”) and any rules made thereunder, or (c) in other circumstances which do not result in the document being a “prospectus” as defined in the CWUMPO.
No invitation, advertisement or document relating to the Offer and/or the Old Notes has been or will be issued, or has been or will be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Offer and/or the Old Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” as defined in the SFO and any rules made thereunder.
Italy
None of the Offer, the Offer Document or any other documents or materials relating to the Offer has been or will be registered with the Italian Securities Exchange Commission (Commissione Nazionale per le Società e la Borsa, or “CONSOB”) pursuant to applicable Italian laws and regulations. The Offer is being carried out in Italy as an exempted offer pursuant to Article 101 bis, paragraph 3 bis of Legislative Decree No. 58 of 24 February 1998, as amended (the “Consolidated Financial Act”) and Article 35 bis, paragraph 4, of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the “Issuers Regulation”).
Holders or beneficial owners of the Old Notes that are resident and/or located in Italy can tender the Old Notes for purchase through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Consolidated Financial Act, the CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations or with any requirements imposed by CONSOB or any other Italian authority.
The Offer Document and the information contained herein are intended only for the use of its recipient and are not to be distributed to any third party resident and/or located in Italy for any reason. No person resident or located in Italy other than the original recipients of this document may rely on it or its contents.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis à vis its clients in connection with the Old Notes or the Offer.
Mexico
The Offer may not be publicly made in Mexico and neither the Offer Document nor any other documents or materials relating to the Offer may be distributed publicly in Mexico. However, the Offer may be made to investors in Mexico that qualify as institutional or accredited investor pursuant to the Mexican Securities Market Law (Ley del Mercado de Valores) and regulations thereunder. None of the Offer, the Offer Document or any other documents or materials relating to the Offer have been reviewed or will be submitted for the review or approval of, the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores). Investors in Mexico that qualify as accredited or institutional investors may participate in the Offer based upon their independent review of the merits thereof.
Norway
In Norway, the New Notes Offering and the Offer are made only in accordance with applicable exemptions from the requirement to prepare a prospectus or offer document in accordance with the Norwegian Securities Trading Act. Accordingly, the New Notes Offering and the Offer have not been and will not be filed with or approved by the Norwegian Financial Supervisory Authority, the Oslo Stock Exchange or the Norwegian Registry of Business Enterprises.
Peru
The Offer is not intended for any person who is not qualified as an institutional investor, in accordance with provisions set forth in SMV Resolution No. 021-2013-SMV-01, and as subsequently amended. No legal, financial, tax or any other kind of advice is hereby being provided.
Spain
Neither the Offer nor the Offer Document have been approved or registered in the administrative registries of the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores).
Switzerland
The Offer is made in Switzerland on the basis of a private offer, not as a public offer. Neither this document nor any other offering or marketing material relating to the Offer constitutes a prospectus as such term is understood pursuant to the Swiss Financial Services Act, and neither this document nor any other offering or marketing material relating to the Offer may be publicly distributed or otherwise made publicly available in Switzerland.
United Kingdom
The applicable provisions of the FSMA must be complied with in respect of anything done in relation to the Offer in, from or otherwise involving the United Kingdom.
Neither the communication of this Offer Document nor any other offer material relating to the Offer has been approved, by an authorized person for the purposes of section 21 of the FSMA. This Offer Document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Order or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons falling within (i)-(iii) together being referred to as “relevant persons”). Any investment or investment activity to which this Offer Document relates is available only to, and any invitation, offer or agreement to subscribe to, purchase or otherwise acquire such investment will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this Offer Document or any of its contents.
Uruguay
The Offer qualifies as a private placement pursuant to section 2 of Uruguayan law 18.627. Mexico represents and agrees that it has not offered to purchase, and will not offer to purchase, any Old Notes to the public in Uruguay, except in circumstances which do not constitute a public offering or distribution under Uruguayan laws and regulations. The Old Notes are not and will not be registered with the Central Bank of Uruguay to be publicly offered in Uruguay.
General
The distribution of this Offer Document and related materials is restricted by law in certain jurisdictions. Persons into whose possession this Offer Document come are required by Mexico to inform themselves of and to observe any of these restrictions. Each person accepting the Offer shall be deemed to have represented, warranted and agreed (in respect of itself and any person for whom it is acting) that it is not a person to whom it is unlawful to make an Offer pursuant to this Offer Document (including under the applicable securities laws referenced below), it has not distributed or forwarded this Offer Document or any other documents or materials relating to the Offer to any such person, and it has (before offering the Old Notes for purchase) complied with all laws and regulations applicable to it for the purposes of its participation in the Offer.
This Offer Document does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction in which an offer or solicitation is not authorized or in which the person making an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make an offer or solicitation. None of Mexico, the Dealer Managers and the Billing and Delivering Bank accepts any responsibility for any violation by any person of the restrictions applicable in any jurisdiction.
In any jurisdiction in which the Offer is required to be made by a licensed broker or dealer and in which any Dealer Manager or any of its affiliates is so licensed, it shall be deemed to be made by the Dealer Managers or such affiliates on behalf of Mexico.
