JPMorgan - KASE
JPMorgan - KASE JPMorgan - KASE
Value Added Tax No Netherlands value added tax shall be payable by a holder of a note in consideration for the issue of the notes or in respect of the payment of interest or principal under the notes or the transfer of the notes. Other Taxes or Duties No Netherlands registration tax, custom duty, transfer tax, stamp duty or any other similar tax or duty, other than court fees, will be payable in the Netherlands by a holder of a note in respect of or in connection with the execution, delivery and/or enforcement by legal proceedings (including the enforcement of any foreign judgment in the courts of the Netherlands) of the notes or the performance by the issuer of its obligations under the notes. Residence A holder of a note will not be treated as a tax resident in the Netherlands by reason only of the holding of a note or the execution, performance, delivery and/or enforcement of a note. Proposed EU Savings Directive On 18 July 2001, the European Commission published a Proposal for a Directive to ensure effective taxation of savings income in the form of interest within the European Community. On 21 January 2003 the EU Council reached an agreement on the Directive and committed itself to adopt it before its meeting in March of 2003. The Council decided that the effective date of the Directive will depend on agreements being reached with certain non-Member States. Under the Directive, subject to a number of important conditions being met, it is proposed that Member States will be required to provide to the tax authorities of another Member State details of payments of interest or other similar income paid by a person within its jurisdiction to an individual resident in that other Member State, subject to the right of certain Member States to opt instead for a withholding system for a transitional period in relation to such payments. The Netherlands has indicated that it will not opt for a withholding system, but please note that this does not affect current or possible future withholding taxes on interest under domestic law. THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX CONSEQUENCES RELATING TO THE HOLDING OF NOTES. PROSPECTIVE PURCHASERS OF NOTES SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THEIR PARTICULAR SITUATIONS. 144
Plan of Distribution Subject to the terms and conditions in the subscription agreement dated February 11, 2003 among the issuer, the guarantors and the initial purchasers, the issuer has agreed to sell to the initial purchasers, and the initial purchasers have agreed to purchase from the issuer, the entire principal amount of the notes. The issuer and the guarantors will pay to the initial purchasers a commission of 0.875% of the principal amount of the notes. The issuer and the guarantors will agree to indemnify the initial purchasers against certain liabilities, including liabilities under the Securities Act, or to contribute to payments which the initial purchasers may be required to make in respect of such liabilities. The subscription agreement provides that the initial purchasers will purchase all the notes if any of them are purchased. The initial purchasers initially propose to offer the notes for resale at the issue price that appears on the cover of this offering memorandum. After the initial offering, the initial purchasers may change the offering price and any other selling terms. The initial purchasers may offer and sell notes through certain of their affiliates. United States The notes and the guarantees have not been and will not be registered under the Securities Act, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in certain transactions exempt from the registration requirements of the Securities Act. Terms used in this paragraph have the meanings given to them by Regulation S under the Securities Act. The initial purchasers have agreed that, except as permitted by the subscription agreement, they will not offer or sell the notes (i) as part of their distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the offering and the issue date, within the United States or to, or for the account or benefit of, U.S. persons, and they will have sent to each dealer to which they sell notes (other than a sale pursuant to Rule 144A) during the distribution compliance period a confirmation or other notice setting forth the restrictions on offers and sales of the notes within the United States or to, or for the account or benefit of, U.S. persons. Terms used in this paragraph have the meanings given to them by Regulation S. The notes are being offered and sold outside of the United States to non-U.S. persons in reliance on Regulation S. The subscription agreement provides that the initial purchasers may directly or through their U.S. broker-dealer affiliates arrange for the offer and resale of notes within the United States only to qualified institutional buyers in reliance on Rule 144A. In addition, until 40 days after the commencement of the offering of the notes, an offer or sale of notes within the United States by a dealer that is not participating in the offering may violate the registration requirements of the Securities Act if such offer or sale is made otherwise than in accordance with Rule 144A. United Kingdom In the subscription agreement, the initial purchasers will represent and agree that (a) they have not offered or sold and, prior to the expiry of a period of six months from the issue date of the notes, will not offer or sell any notes to persons in the United Kingdom except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purpose of their businesses or otherwise in circumstances which have not resulted in and will not result in an offer to the public in the United Kingdom within the meaning of the Public Offers of Securities Regulations 1995, (b) they have only communicated or caused to be communicated and will only communicate or caused to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the Financial Services and Markets Act 2000 (the “FSMA”)) received by them in connection with 145
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Value Added Tax<br />
No Netherlands value added tax shall be payable by a holder of a note in consideration for the<br />
issue of the notes or in respect of the payment of interest or principal under the notes or the<br />
transfer of the notes.<br />
Other Taxes or Duties<br />
No Netherlands registration tax, custom duty, transfer tax, stamp duty or any other similar tax or<br />
duty, other than court fees, will be payable in the Netherlands by a holder of a note in respect of<br />
or in connection with the execution, delivery and/or enforcement by legal proceedings (including<br />
the enforcement of any foreign judgment in the courts of the Netherlands) of the notes or the<br />
performance by the issuer of its obligations under the notes.<br />
Residence<br />
A holder of a note will not be treated as a tax resident in the Netherlands by reason only of the<br />
holding of a note or the execution, performance, delivery and/or enforcement of a note.<br />
Proposed EU Savings Directive<br />
On 18 July 2001, the European Commission published a Proposal for a Directive to ensure<br />
effective taxation of savings income in the form of interest within the European Community. On<br />
21 January 2003 the EU Council reached an agreement on the Directive and committed itself to<br />
adopt it before its meeting in March of 2003. The Council decided that the effective date of the<br />
Directive will depend on agreements being reached with certain non-Member States. Under the<br />
Directive, subject to a number of important conditions being met, it is proposed that Member<br />
States will be required to provide to the tax authorities of another Member State details of<br />
payments of interest or other similar income paid by a person within its jurisdiction to an<br />
individual resident in that other Member State, subject to the right of certain Member States to<br />
opt instead for a withholding system for a transitional period in relation to such payments. The<br />
Netherlands has indicated that it will not opt for a withholding system, but please note that this<br />
does not affect current or possible future withholding taxes on interest under domestic law.<br />
THE ABOVE SUMMARY IS NOT INTENDED TO CONSTITUTE A COMPLETE ANALYSIS OF ALL TAX<br />
CONSEQUENCES RELATING TO THE HOLDING OF NOTES. PROSPECTIVE PURCHASERS OF NOTES<br />
SHOULD CONSULT THEIR OWN TAX ADVISORS CONCERNING THE TAX CONSEQUENCES OF THEIR<br />
PARTICULAR SITUATIONS.<br />
144
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