EFTA01366403.pdf

prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland. 144 Neither this document nor any other offering or marketing material relating to the offering, the Company. the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA). and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA"). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares. Notice to Prospective Investors in the United Kingdom This prospectus is only being distributed to, and is only directed at. persons in the United Kingdom that are qualified investors within the meaning of Article 2(1Xe) of the Prospectus Directive that are also (i) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2Xa) to (d) of the Order (all such persons together being referred to as a "relevant person"). The units are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such units will be engage) in only with, relevant persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other persons in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents. Notice to Prospective Investors in France Neither this prospectus nor any other offering material relating to the units described in this prospectus has been submitted to the clearance procedures of the Autorite des Marches Financiers or by the competent authority of another member state of the European Economic Area and notified to the Autorite des Marches Financiers. Tlx: units have not been offered or sold and will not be offered or sold, directly or indirectly. to the public in France. Neither this prospectus nor any other offering material relating to the units has been or will be: • released, issued. distributed or caused to be released, iesned or distributed to the public in France; or • used in connection with any offer for subscription or sale of the units to thc public in France. Such offers. sales and distributions will be made in France only: • to qualified investors (investisseurs qualifies) and/or to a restricted circle of investors Katie restraint d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with. Article L.41I-2, D.411-1, D.4I1-2. D.734-I, D.744-1. D.754-1 and D.764-1 of the French Code monetaire et financier, • to investment services providers authorized to engage in portfolio management on behalf of third parties; or • in a transaction that, in accordance with article L.411-2-II- 1IMbb[-or-2IMblor-or 31Mbb of the French Code monetaire ct financier and article 211-2 of the General Regulations (Reglement General) of the Autorite des Marches Financiers, does not constitute a public offer (tippet public a I'epargne). The units may be resold directly or indirectly, only in compliance with Articles L.411-I, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monetaire et financier. Notice to Prospective Investors in Hong Kong The units may not be offered or sold in [long Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the 145 Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap. 32. Laws of [long Kong) and no advertisement. invitation or document relating to the units may be issued or may be in the possession of any person for the purpose of issue (in each cast whether in Hong Kong httplAnnv.see.gov/Archivecledgaddatatl643953/000121390)15005425/112015a2_globalpanner.htm[7/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057928 CONFIDENTIAL SONY GM_00204113 EFTA01366403