1st Jun 2007 11:00
Anglo American PLC01 June 2007 News Release 1 June 2007 Anglo American plc Proposed demerger by Anglo American plc of Mondi Group Anglo American plc ("Anglo American") today announces that it is postingdocuments to its shareholders in relation to the demerger and public listing ofits paper and packaging subsidiary, Mondi Group ("Mondi") (the "Demerger") and ashare consolidation of existing ordinary shares in Anglo American. As previously announced, the Mondi Group will be demerged as a dual listedcompany structure ("DLC"), comprising Mondi Limited, a South Africanincorporated company holding Mondi's African assets, and Mondi plc, a UKincorporated company holding Mondi's non African assets. Commenting on the Demerger, Cynthia Carroll, Chief Executive Officer of AngloAmerican, said: "The Demerger of Mondi represents a major milestone in delivering AngloAmerican's restructuring programme in becoming a focused global mining company.Mondi has been successfully built into a leading paper and packaging group andis today well positioned to compete on a global basis. I am grateful for thesupport shown by Mondi management and employees during this transaction and lookforward to following the development of the Mondi Group going forward." David Hathorn, Chief Executive Officer of Mondi, said: "The Demerger will be a big step forward for Mondi. Being part of AngloAmerican has served us well, but the time is right for Mondi to becomeindependent. We believe that being a separately listed Group will create newopportunities and give us added flexibility to take Mondi forward into the nextphase of its development." An Extraordinary General Meeting of Anglo American to approve the Demerger isscheduled for 4.00 p.m. on Monday, 25 June 2007 and the Court hearing to approvethe related capital reduction is scheduled for Monday, 2 July 2007. If theDemerger is approved by Anglo American shareholders and the capital reductionapproved by the Court, the ordinary shares in Mondi plc are expected to beadmitted to the Official List of the Financial Services Authority and to tradingon the London Stock Exchange, and admitted by way of secondary listing to theJSE Limited (the "JSE") and the ordinary shares in Mondi Limited are expected tobe admitted to the JSE (together, "Admission") on Tuesday, 3 July 2007. Enquiries Anglo American Charles Gordon +44 (0)20 7968 8933 Anna Poulter +44 (0)20 7968 2155 Anne Dunn +27 11 638 4730 Mondi Paul Hollingworth +44 (0)1932 826325 Mervyn Walker +44 (0)1932 826360 Goldman Sachs International +44 (0)20 7774 1000 Simon Dingemans Dominic Lee UBS +44 (0)20 7567 8000 James Hartop Nimesh Patel Financial Dynamics Richard Mountain +44 (0)20 7269 7121 Louise Brugman +27 11 214 2415 / +23 83 504 1186 The information in this summary should be read in conjunction with the full textof the attached announcement and the Anglo American circular and Mondi Groupprospectus. Terms used in this press release but not defined herein have themeaning given to them in the Circular to Anglo American Shareholders beingpublished today. This press release has been issued by and is the sole responsibility of AngloAmerican. Goldman Sachs International which is regulated in the United Kingdom by the FSA,UBS Limited and UBS South Africa (Proprietary) Limited, are acting exclusivelyfor Anglo American plc and Mondi Group and no one else in connection with theproposed Demerger and Admission and will not be responsible to anyone else forproviding the protections afforded to respective customers of Goldman SachsInternational, UBS Limited and UBS South Africa (Proprietary) Limited or forproviding advice in relation to the proposed Demerger and Admission or for thecontents of this announcement. This press release does not comprise listing particulars or a prospectusrelating to Anglo American, Mondi Limited or Mondi plc and does not constitutean offer or invitation to purchase or subscribe for any securities of AngloAmerican or the Mondi and should not be relied on in connection with a decisionto purchase or subscribe for any such securities. This press release does notconstitute a recommendation regarding the securities of Anglo American or theMondi. This announcement does not constitute a recommendation concerning the Demerger,and should not be construed as legal, business, tax or investment advice. Thevalue of shares can go down as well as up. Past performance is not a guide tofuture performance. Anglo American Shareholders of Anglo American plc shouldconsult a professional adviser as to the suitability of the Demerger for theindividual concerned. None of the MPLC Ordinary Shares, the MLTD Ordinary Shares or the Anglo AmericanOrdinary Shares will be, or is required to be, registered under the USSecurities Act of 1933, as amended. None of the MPLC Ordinary Shares, the MLTDOrdinary Shares or the Anglo American Ordinary Shares referred to in thisannouncement have been approved or disapproved by the US Securities and ExchangeCommission, any state securities commission in the United States or any other USregulatory authority, nor have such authorities passed upon or determined theadequacy or accuracy of this document. Any representation to the contrary is acriminal offence in the United States. The financial information concerning Anglo American and Mondi contained in thisannouncement does not amount to statutory accounts within the meaning of Section240 of the Companies Act 1985. Certain statements made in this announcement are forward looking statements.Such statements are based on current expectations and are subject to a number ofrisks and uncertainties that could cause actual events or results to differmaterially from any expected future events or results referred to in theseforward looking statements. The distribution of this document in jurisdictions other than the United Kingdomor the Republic of South Africa may be restricted by law and therefore personsinto whose possession this document comes should inform themselves about andobserve such restrictions. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of any such jurisdiction. This document does not constitute an offer to sell or the solicitation of anoffer to buy any security. None of the securities referred to in this documentshall be sold, issued or transferred in any jurisdiction in contravention ofapplicable law.Anglo American plc Proposed demerger of Mondi Group by Anglo American plc and consolidation ofexisting ordinary shares in Anglo American Introduction Anglo American plc ("Anglo American") today announces the posting of documentsto its shareholders in relation to the demerger and public listing of its paperand packaging subsidiary, Mondi Group ("Mondi") (the "Demerger") and aconsolidation of existing ordinary shares in Anglo American. The Demerger will result in Mondi being held by way of a dual listed companystructure ("DLC Structure"), comprising Mondi Limited ("MLTD"), a South Africanincorporated company holding Mondi's African assets, and Mondi plc ("MPLC"), aUK incorporated company holding Mondi's non African assets. If the Demerger becomes effective, holders of ordinary shares in Anglo American(the "Anglo American Shareholders") will receive both ordinary shares in MLTD ("MLTD Ordinary Shares") and ordinary shares in MPLC ("MPLC Ordinary Shares") inproportion to their holdings of existing ordinary shares in Anglo American ("Existing Anglo American Ordinary Shares"), which they will also continue tohold. Immediately following the Demerger, Existing Anglo American OrdinaryShares will undergo a 91:100 share consolidation. For every 100 Existing AngloAmerican Ordinary Shares held, shareholders will receive 10 MLTD Ordinary Sharesand 25 MPLC ordinary shares as well as 91 new Anglo American ordinary shares ("New Anglo American Ordinary Shares"). Following the Demerger, Mondi and Anglo American will operate independently ofeach other as separately listed and publicly traded companies. The Business of Mondi Mondi is an integrated paper and packaging group with sales of €5,751 million in2006. Its key operations and interests are in Western Europe, Emerging Europeand South Africa. Mondi is principally involved in the manufacture of packagingpaper, converted packaging products (including corrugated packaging, bags andflexible packaging) and office paper. In addition, it has merchant operationswhich focus on Austria and Emerging Europe and newsprint operations in SouthAfrica, the United Kingdom and Russia. Mondi is integrated across the paper and packaging production process from thegrowing of wood for pulp production and the manufacture of pulp and paper to theconversion of packaging papers into corrugated packaging and industrial bags.Furthermore, it has a growing flexibles business focused on the production ofrelease liner, extrusion coating and consumer flexibles products. Mondi has production operations in 112 locations across 34 countries. Mondiaveraged approximately 34,000 employees during 2006. Background to and reasons for the Demerger From its founding by the Anglo American group in South Africa in 1967, and itssubsequent expansion into Europe during the 1990s, Mondi has grown to become aleading integrated paper and packaging group. In October 2005, the Board of Directors of Anglo American announced that it hadundertaken a major strategic review of its business that would lead to arationalisation and simplification of its portfolio, with an increased focus onAnglo American's controlled mining businesses. Following this review, AngloAmerican announced in February 2006 its plans to list Mondi on the London StockExchange and, on 21 February 2007, it announced that approval in principle hadbeen received from the regulatory authorities in South Africa to demerge AngloAmerican's interests in Mondi through a DLC Structure. The Directors of Anglo American believe the proposed separation of Mondi fromAnglo American reflects the different characteristics of Mondi's paper andpackaging business and Anglo American's mining businesses. The Demerger willallow Anglo American and Mondi to pursue the independent strategies that bestmeet their respective long-term objectives. Additionally, the Demerger shouldensure that the value of Mondi's business is more fully recognised by the marketas investors are better able to assess its attributes. The Demerger will alsoenable Anglo American Shareholders to participate more directly in Mondi'sfuture development, should they choose to do so. Summary of the Demerger and Anglo American Share Consolidation A number of steps are required to give effect to the Demerger and the creationof the DLC Structure. Accordingly, the proposals of the Anglo American Board ofDirectors (the "Proposals") involve: - amendments to Anglo American's articles of association in order to allowthe payment of a dividend in specie and to facilitate the Demerger and an AngloAmerican Share consolidation; - an Anglo American dividend in specie (the "Demerger Dividend") to effectthe first stage of the Demerger, resulting in Anglo American Shareholdersreceiving MPLC Ordinary Shares (pro rata to their holdings in Anglo American andon a one for one basis); - a MPLC reduction of capital reducing the nominal value of each MPLCOrdinary Share from €2.00 to €0.05 resulting in the transfer of MLTD OrdinaryShares to holders of MPLC Ordinary Shares (pro rata to their holdings in AngloAmerican and, in relation to their holdings in MPLC Ordinary Shares, on a onefor ten basis); - a share consolidation of the MPLC Ordinary Shares received by AngloAmerican Shareholders (on a one for four basis) thereby increasing the nominalvalue of each MPLC Ordinary Share from €0.05 to €0.20; - the various agreements and structures establishing the DLC Structurecoming into effect; and - a share consolidation (the "Anglo American Share Consolidation") ofExisting Anglo American Ordinary Shares to create New Anglo American OrdinaryShares. Immediately following implementation of the Proposals, the aggregate number ofissued MLTD Ordinary Shares and the aggregate number of issued MPLC OrdinaryShares will be in the ratio of 2:5. The individual entitlements of Anglo American Shareholders (other than SouthAfrican shareholders holding dematerialised shares ("SA DematerialisedShareholders")) will be calculated by reference to their holdings of ExistingAnglo American Ordinary Shares on the Register at the Record Time, being 12.01a.m. on Monday, 2 July 2007. Individual entitlements of SA DematerialisedShareholders will be calculated by reference to their holdings at the JSE RecordTime, being 5.00 p.m. (South African time) on Friday, 6 July 2007. Details of the Anglo American Share Consolidation It is proposed that, following the Demerger, Existing Anglo American OrdinaryShares will be consolidated with the intention that (subject to marketmovements) the share price of one New Anglo American Ordinary Share immediatelyafter the Demerger Dividend and the Anglo American Share Consolidation should beapproximately equal to the average share price of one Existing Anglo AmericanOrdinary Share over a period of three months ending shortly before thepublication of this document, adjusted to reflect the payment of the specialcash dividends of 33 cents and 67 cents per Anglo American Ordinary Share on 3May 2006 and 21 September 2006, respectively. The Anglo American ShareConsolidation should accordingly preserve the value of options and awardsgranted under the Anglo American Share Schemes to reflect the Demerger and thepayment of the special cash dividends and avoid the need for any specificadjustments to the terms of such options and awards. Assuming that the Proposals become effective, and subject to rounding down ofthe fractional entitlements to New Anglo American Ordinary Shares, MLTD OrdinaryShares, and MPLC Ordinary Shares, Anglo American Shareholders will receive forevery 100 Existing Anglo American Ordinary Shares held: (i) 91 New Anglo American Ordinary Shares, (ii) 10 MLTD Ordinary Shares and (iii) 25 MPLC Ordinary Shares Key Features of the DLC Structure The Mondi Group will be held by MPLC and MLTD, which will be separate entitiesand separate stock exchange listings. Shareholders will receive shares in eachof these entities upon implementation of the Demerger, and will have the ability(as will investors generally) to buy and sell shares in these companiesindependently. However, the agreements to which each of the holding companieswill be party will effectively create a single economic group. 1. Separate entities and listings The JSE has granted a primary listing to MLTD by way of an introduction of theentire issued ordinary share capital of MLTD, in the "Basic Resources - Forestryand Paper", sector of the JSE List. The JSE has also granted a secondary listingby way of introduction of the entire issued ordinary share capital of MPLC inthe "Basic Resources - Forestry and Paper" sector of the JSE List. Applicationhas been made to the FSA for the MPLC Ordinary Shares to be admitted to theOfficial List and to the London Stock Exchange and for all of the MPLC OrdinaryShares to be admitted to trading on the London Stock Exchange's market forlisted securities. 2. Holdings of MLTD Ordinary Shares (or MLTD Depository lnterests) andMPLC Ordinary Shares Following implementation of the DLC Structure, any ordinary share held in eitherMLTD or MPLC gives the holder an equivalent effective economic interest in Mondi(see below for details). 3. Unified boards and management Mondi will operate as a single corporate group. As MLTD and MPLC will beseparate corporate entities, they will each continue to have a board ofdirectors, but the MLTD Board and MPLC Board will comprise the same directors.The MLTD Board and the MPLC Board will, in addition to their duties to thecompany concerned, have regard to the interests of both the holders of MLTDOrdinary Shares ("MLTD Shareholders") and holders of MPLC Ordinary Shares ("MPLCShareholders") as if the two companies were a single economic enterprise. 4. Equivalent economic interests Both MLTD Ordinary Shareholders and MPLC Ordinary Shareholders will haveequivalent economic and voting interests in Mondi. The economic and votinginterests represented by an ordinary share in one company relative to theeconomic and voting interests of an ordinary share in the other company will bedetermined by reference to a ratio known as the "Equalisation Ratio". Following the Demerger, the economic and voting interests attached to each MLTDOrdinary Share and each MPLC Ordinary Share will be the same, on the basis thatthe initial Equalisation Ratio will be 1:1. 5. Voting arrangements Under the terms of the DLC Agreements, the Articles of Association of MLTD andthe Articles of Association of MPLC, special voting arrangements are in place sothat the shareholders of both companies effectively vote together as a singledecision-making body on matters affecting the shareholders of each company insimilar ways ("Joint Electorate Actions"). For so long as the Equalisation Ratioremains 1:1, each MLTD Ordinary Share will effectively have the same votingrights as each MPLC Ordinary Share on Joint Electorate Actions. 6. Cross guarantees On implementation of the DLC Structure, MLTD and MPLC will each execute a deedpoll guarantee as a result of which it is anticipated that both MLTD and MPLCwill share the same credit rating. Creditors of MLTD and MPLC entitled to thebenefit of the Deed Poll Guarantees will, to the extent possible, be placed inthe same position as if the relevant debts were owed by Mondi. 7. Restrictions on takeovers of one company only The Articles of Association of MLTD and the Articles of Association of MPLCensure that a person cannot gain control of one company without having made anequivalent offer to the shareholders of both companies on equivalent terms. Dividend Policy The payment of future dividends by Anglo American and Mondi will depend on theirrespective circumstances at the relevant time. Anglo American: Anglo American has adopted a progressive dividend policy, which aims to increasethe dividend in years of increased profit and to maintain the dividend otherthan in exceptionally adverse circumstances. This policy will not change as aresult of the Demerger. Mondi: Following the Demerger, Mondi intends to pursue a dividend policy that reflectsits strategy of disciplined and value creating investment and growth with theaim of offering its shareholders long term dividend growth. The Directorsintend that the final and interim dividends will generally be paid in May andSeptember in the approximate proportions of two-thirds (final dividend) andone-third (interim dividend). The Directors intend that Mondi will pay aninterim dividend in September 2007, in the absence of unforeseen circumstances,with respect to the six-month period to 30 June 2007. Mondi will target a dividend cover range of two to three times on average overthe cycle, although the payout ratio in each year will vary in accordance withthe business cycle and will be subject to Mondi having sufficient distributablereserves. Debt Allocation Mondi's financing requirements, to the extent not financed out of cash generatedfrom operations, have historically been financed through a combination of equityand debt. Debt has been provided from bank loans made to Mondi and loans fromAnglo American. On the date the Demerger becomes effective, Mondi expects tohave net debt of approximately €1.5 billion, of which approximately €0.9 billionwill be owed to existing external lenders to Mondi and the balance will be owedunder a new €1.55 billion banking facility. Mondi intends to refinance all ofits existing debt to Anglo American at or shortly prior to completion of theDemerger out of the new multi-currency revolving credit facility. MLTD and MPLC Boards of Directors Name Age Nationality Position Sir John Parker 65 British Joint Chairman (Non-executive director)Cyril Ramaphosa 55 South African Joint Chairman (Non-executive director)David Hathorn 45 South African and Austrian Chief Executive Officer (Executive director)Paul Hollingworth 47 British Chief Financial Officer (Executive director)David Williams 61 British Senior Independent Non-executive directorColin Matthews 51 British and Canadian Independent Non-executive directorImogen Mkhize 45 South African Independent Non-executive directorAnne Quinn 55 New Zealander and Irish Independent Non-executive director The business addresses of the directors listed above are 44 Main Street,Johannesburg 2001, South Africa in the case of MLTD and Building 1, AviatorPark, Station Road, Addlestone, Surrey KT15 2PG, United Kingdom in the case ofMPLC. Expected Timetable The notice convening an Extraordinary General Meeting of Anglo American for 4.00p.m. on Monday, 25 June 2007 at 20 Carlton House Terrace, London, United KingdomSW1Y 5AN, is set out in a circular being sent to the Shareholders. At thatmeeting, approval will be sought from the Anglo American Shareholders for theDemerger and related Proposals. This will be followed by a Court hearing at10.00am on Monday 2, July 2007 to seek approval of the reduction of capital ofMPLC. On Monday, 2 July 2007, MLTD Ordinary Shares and MPLC Ordinary Shares willcommence trading on the JSE on a conditional basis, and MPLC Ordinary Shareswill commence trading on the London Stock Exchange on a conditional basis. It isexpected that the Demerger will become effective and the shares in MLTD and MPLCwill be admitted and commence unconditional trading on Tuesday, 3 July 2007. Anglo American Shareholders on the Anglo American register of members at 12.01a.m. on Monday, 2 July 2007 (other than SA Dematerialised Shareholders) willreceive 2 MLTD Ordinary Shares and 5 MPLC Ordinary Shares for every 20 ExistingAnglo American Ordinary Shares that they hold. The entitlements of SADematerialised Shareholders will be calculated by reference to their holdings ofExisting Anglo American Ordinary Shares at 5.00 p.m. (South African time) onFriday, 6 July. If the reduction of capital or Admission does not occur on Tuesday, 3 July 2007,all conditional dealings will be suspended. If it cannot be confirmed that thereduction of capital and Admission will become effective on Wednesday, 4 July2007, all conditional dealings on Monday, 2 July 2007 will be of no effect. Ifthe reduction of capital and Admission have not become effective by Friday, 6July 2007, Anglo American will acquire all the MPLC Ordinary Shares and allot(by Monday, 9 July 2007) New Anglo American Ordinary Shares to the MPLC OrdinaryShareholders instead. Prospectus and Circular Distribution Copies of the Prospectus and the Circular will be available onwww.mondidemerger.com and www.angloamerican.co.uk from Friday, 1 June 2007.Copies of the Prospectus may be obtained during normal business hours fromFriday, 1 June 2007 until Tuesday, 3 July 2007, both days inclusive, at thefollowing addresses: - the registered office of MLTD, 44 Main Street, Johannesburg, 2001, SouthAfrica; - the registered office of MPLC, Building 1, Aviator Park, Station Road,Addlestone, Surrey KT15 2PG, United Kingdom; - the offices of UBS (South Africa) (Proprietary) Limited, 64 Wierda RoadEast, Wierda Valley, Johannesburg, 2196, South Africa; and - the offices of Anglo American plc, 20 Carlton House Terrace, London SW1Y5AN, United Kingdom. Anglo American Charles Gordon +44 (0)20 7968 8933 Anna Poulter +44 (0)20 7968 2155 Anne Dunn +27 11 638 4730 Mondi Paul Hollingworth +44 (0)1932 826325 Mervyn Walker +44 (0)1932 826360 Goldman Sachs International +44 (0)20 7774 1000 Simon Dingemans Dominic Lee UBS +44 (0)20 7567 8000 James Hartop Nimesh Patel Financial Dynamics Richard Mountain +44 (0)20 7269 7121 Louise Brugman +27 11 214 2415 / +23 83 504 1186 Notes to the Editors 1. Upon the Demerger becoming effective, the Mondi Group will be held byway of a dual listed company structure comprising MLTD and MPLC. 2. The JSE has granted a primary listing to MLTD by way of an introductionof the entire issued ordinary share capital of MLTD, in the "Basic Resources -Forestry and Paper", sector of the JSE List. The JSE has also granted asecondary listing by way of introduction of the entire issued ordinary sharecapital of MPLC in the "Basic Resources - Forestry and Paper" sector of the JSEList. Application has been made to the FSA for the MPLC Ordinary Shares to beadmitted to the Official List and to the London Stock Exchange and for all ofthe MPLC Ordinary Shares to be admitted to trading on the London StockExchange's market for listed securities. MPLC will be included in the "Forestryand Paper" sector of the London Stock Exchange List. Unconditional dealings inMPLC Ordinary Shares on the London Stock Exchange are expected to commence at8.00 a.m. (UK time) on Tuesday, 3 July 2007. Unconditional dealings in MLTDOrdinary Shares and MPLC Ordinary Shares on the JSE are expected to commence at9.00 a.m. (South African time) on Tuesday, 3 July 2007. 3. The Demerger is conditional upon, amongst other things, the approval ofresolutions by the Anglo American Shareholders at the Extraordinary GeneralMeeting of Anglo American to be held at 4.00 p.m. on Monday, 25 June 2007, andthe approval of the reduction of capital by the Court at the court hearing at10.00 a.m. on Monday, 2 July 2007. (As mentioned in the Circular, another ofthe conditions is the giving of clearances by HM Revenue and Customs. At thetime of printing the Circular, the clearances already given on the basis ofadvanced proposals for the Demerger were in the process of being refreshed toreflect minor changes to the proposals. Updated clearances have now beenobtained.) The information in this announcement should be read in conjunction with the fulltext of the Prospectus and Circular. Terms used in this press release but notdefined herein have the meaning given to them in the Circular to Anglo AmericanShareholders being published today. This press release has been issued by and is the sole responsibility of AngloAmerican. Goldman Sachs International which is regulated in the United Kingdom by the FSA,UBS Limited and UBS South Africa (Proprietary) Limited are acting exclusivelyfor Anglo American plc and Mondi Group and no one else in connection with theproposed Demerger and Admission and will not be responsible to anyone else forproviding the protections afforded to customers respective of Goldman SachsInternational, UBS Limited and UBS South Africa (Proprietary) Limited or forproviding advice in relation to the proposed Demerger and Admission or thecontents of this announcement. This press release does not comprise listing particulars or a prospectusrelating to Anglo American, Mondi Limited or Mondi plc and does not constitutean offer or invitation to purchase or subscribe for any securities of AngloAmerican or Mondi and should not be relied on in connection with a decision topurchase or subscribe for any such securities. This press release does notconstitute a recommendation regarding the securities of Anglo American or Mondi. This announcement does not constitute a recommendation concerning the Demerger,and should not be construed as legal, business, tax or investment advice. Thevalue of shares can go down as well as up. Past performance is not a guide tofuture performance. Anglo American Shareholders should consult a professionaladviser as to the suitability of the Demerger for the individual concerned. None of the MPLC Ordinary Shares, the MLTD Ordinary Shares or the Anglo AmericanOrdinary Shares will be, or is required to be, registered under the USSecurities Act of 1933, as amended. None of the MPLC Ordinary Shares, the MLTDOrdinary Shares or the Anglo American Ordinary Shares referred to in thisannouncement have been approved or disapproved by the US Securities and ExchangeCommission, any state securities commission in the United States or any other USregulatory authority, nor have such authorities passed upon or determined theadequacy or accuracy of this document. Any representation to the contrary is acriminal offence in the United States. The financial information concerning Anglo American and Mondi contained in thisannouncement does not amount to statutory accounts within the meaning of Section240 of the Companies Act 1985. Certain statements made in this announcement are forward looking statements.Such statements are based on current expectations and are subject to a number ofrisks and uncertainties that could cause actual events or results to differmaterially from any expected future events or results referred to in theseforward looking statements. The distribution of this document in jurisdictions other than the United Kingdomor the Republic of South Africa may be restricted by law and therefore personsinto whose possession this document comes should inform themselves about andobserve such restrictions. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of any such jurisdiction. THIS DOCUMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO BUY ANY SECURITY. NONE OF THE SECURITIES REFERRED TO IN THIS DOCUMENTSHALL BE SOLD, ISSUED OR TRANSFERRED IN ANY JURISDICTION IN CONTRAVENTION OFAPPLICABLE LAW. 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