The securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States or to U.S. persons unless the securities are registered under the Act, or an exemption from the registration requirements of the Act is available. Hedging transactions involving the securities may not be conducted unless in compliance with the Act.

This document is not an offer or solicitation to sell or acquire securities or any other financial products and is not a prospectus, disclosure statement or other offering document. Any offering of securities will only be by means of a confidential private offering memorandum.