[Disclaimer for the website publication of the Exchange Offer Memorandum by Cabiar Enterprises Limited]
RE: Distribution of the exchange offer memorandum (the Exchange Offer Memorandum) in respect of the exchange of USD 180,000,000 Credit Linked Notes due March 2011 (ISIN: XS0292499620) (the Notes) issued by MOSCOW RIVER B.V. under its Asset Backed Medium Term Note Programme
The materials contained herein are not for release, publication or distribution, directly or indirectly, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction.
Nothing in this electronic transmission constitutes an offer to purchase securities or a solicitation to make an offer to sell or purchase any securities in the United States, Canada, Japan, Australia, the Republic of Italy, Russia or any other jurisdiction in which such offer or solicitation would be unlawful.
The information on the pages that follow may contain forward-looking statements. Any statement other than a statement of historical fact is a forward-looking statement. Actual results may differ materially from those expressed or implied by any forward-looking statement. Cabiar Enterprises Limited does not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should not place undue reliance on any forward-looking statement, which speaks only as of the date of its issuance.
By clicking I agree to the Terms and Conditions below, you represent, warrant and agree that:
1. you have read and understood the information set out above;
2. you agree to be bound by its terms;
3. you are a holder of the Notes; and
4. you are not a person to whom it is unlawful to make an invitation pursuant to the exchange offer contemplated by the Exchange Offer Memorandum (the Exchange Offer) under applicable securities laws; and
5. you are not resident and/or located in the United Kingdom or, if you are resident and/or located in the United Kingdom, you are a person falling within the definition of investment professional (as defined in Article 19(5) of the Financial Services and Markets Act of 2000 (Financial Promotion) Order 2005 (the Order)) or within Article 43(2) of the Order, or to whom this Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer may lawfully be communicated in accordance with the Order; and
(a) (i) you are the beneficial owner of the Notes that are the subject of the Electronic Exchange Instructions and (ii) you are located and resident outside the United States and are submitting the Electronic Exchange Instructions from outside the United States; or
(b) (i) you are validly acting on behalf of the beneficial owner of the Notes that are the subject of the exchange on a non-discretionary basis and has been duly authorised to so act and (ii) such beneficial owner has confirmed to you that it is located and resident outside the United States and is submitting the Notes for exchange from outside the United States; and
7. (i) you will not receive the copy of the Exchange Offer Memorandum and any related documents sent to you in response to your request in the United States and will not utilise in connection with the Exchange Offers, directly or indirectly, the mails, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce, or of any facilities of a national securities exchange, of the United States and (ii) if you accept any of the Exchange Offers you will accept such Exchange Offer(s) from outside the United States; and
8. you are not located or resident in Belgium or, if you are located or resident in Belgium, you are a qualified investor, as referred to in Article 10 of the Law of 16 June 2006 on the public offer of investment instruments and the admission to trading of investment instruments on a regulated market, acting for your own account and your own name; and
9. you are not resident and/or located in The Netherlands or, if you are resident and/or located in The Netherlands, you are a qualified investor (as defined in the Prospectus Directive) and you have not received the Exchange Offer, the Exchange Offer Memorandum or any other information relating to the Exchange Offer from any person (including legal entities) that is not licensed or exempt as an investment firm (beleggingsonderneming) of the relevant type pursuant to the Dutch Financial Supervision Act (Wet op het financieel toezicht); and
10. you are not resident and/or located in the Republic of Italy, you did not receive this Exchange Offer Memorandum or any Exchange Offer to participate in the Exchange Offer in the Republic of Italy, and you are not acting on behalf of investors resident and/or located in the Republic of Italy; and
11. you are not resident and/or located in the French Republic or, if you are resident and/or located in the French Republic, you are acting for your own account and:
(a) you are a qualified investor (investisseurs qualifiés), as defined in Articles L. 411 1, L. . 411-2, D. 411-1, D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the Code monétaire et financier, or
(b) you are a person referred to in Articles L.341-2 1º and D.341-1 of the Code monétaire et financier, or
(c) you have not been informed about the Exchange Offer through information published in French media or through documentation sent (whether on paper or electronically) or telephone calls made to it, in each case by or for the account of the Offeror, the Old Issuer, the New Issuer, the Trustee or the Exchange Agent, and you are not aware, and have no reason to believe, that the Exchange Offer was distributed directly or indirectly to the public in the French Republic; and
12. you are not resident and/or located in the Russian Federation or, if you are resident or located in the Russian Federation, you are acting for your own account and you are a "qualified investor" (as defined under Federal Law No. 39-FZ "On Securities Market" dated 22 April 1996, as amended).