THE OFFERING WILL COMPRISE AN OFFER OF SHARES OUTSIDE THE UNITED STATES IN ACCORDANCE WITH REGULATION S UNDER THE US SECURITIES ACT 1933, AS AMENDED. THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT OF REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED.

IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA ("EEA"), ANY OFFER IF MADE IS DIRECTED ONLY AT PERSONS WHO ARE QUALIFIED INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE DIRECTIVE 2003/71/EC (THE "PROSPECTUS DIRECTIVE") ("QUALIFIED INVESTORS"). ANY PERSON IN THE EEA WHO ACQUIRES THE SHARES IN ANY OFFER OR TO WHOM ANY OFFER OF THE SHARES IS MADE WILL BE DEEMED TO HAVE REPRESENTED AND AGREED THAT IT IS A QUALIFIED INVESTOR.

THERE SHALL BE NO OFFER OF SHARES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.