JPMorgan - KASE
JPMorgan - KASE
JPMorgan - KASE
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Pre-Issue Trades Settlement<br />
It is expected that delivery of the notes will be made against payment therefor on the issue date,<br />
which could be more than three business days following the date of pricing. Under Rule 15c6-1<br />
under the U.S. Securities Exchange Act of 1934, trades in the United States secondary market<br />
generally are required to settle within three business days (“T+3”), unless the parties to any such<br />
trade expressly agree otherwise. Accordingly, purchasers who wish to trade notes in the United<br />
States on the date of pricing or the next succeeding business days until the issue date will be<br />
required, by virtue of the fact that the notes will initially settle beyond T+3, to specify an<br />
alternative settlement cycle at the time of any such trade to prevent a failed settlement.<br />
Settlement procedures in other countries will vary. Purchasers of notes may be affected by such<br />
local settlement practices and purchasers of notes who wish to trade notes between the date of<br />
pricing and the issue date should consult their own advisers.<br />
General<br />
No action has been or will be taken in any jurisdiction by the issuer or the guarantors that would<br />
permit a public offering of the notes, or possession or distribution of this offering memorandum,<br />
in any country or jurisdiction where action for that purpose is required. The initial purchasers<br />
have agreed that they will comply with all applicable laws and regulations in each jurisdiction in<br />
which they acquire, offer, sell or deliver notes or have in their possession or distributed this<br />
offering memorandum, in all cases at their own expense. None of the issuer or any guarantor nor<br />
the initial purchasers will have any responsibility for, and the initial purchasers have agreed that<br />
they will obtain any consent, approval or permission required by them for, the acquisition, offer,<br />
sale or delivery by them of notes under the laws and regulations in force in any jurisdiction to<br />
which they are subject or in or from which they make any acquisition, offer, sale or delivery.<br />
The notes are a new issue of securities, and there is currently no established trading market for<br />
the notes. In addition, the notes are subject to certain restrictions on resale and transfer as<br />
described under “Transfer Restrictions”. We have applied for the notes to be listed on the<br />
Luxembourg Stock Exchange and the Irish Stock Exchange and intend to maintain one such<br />
listing. In addition, we will apply to list the notes on the Kazakhstan Stock Exchange. We cannot<br />
assure you that a liquid trading market will develop for the notes, that you will be able to sell<br />
your notes at a particular time or that the prices that you receive when you sell will be favorable.<br />
You should be aware that the laws and practices of certain countries require investors to pay<br />
stamp taxes and other charges in connection with purchases of securities.<br />
In connection with this offering, J.P. Morgan Europe Limited, or any person acting for it, may<br />
over-allot or effect transactions with a view to supporting the market price of the notes at a level<br />
higher than that which might otherwise prevail. However, there may be no obligation on J.P.<br />
Morgan Europe Limited or any agent of it to do this. Such stabilizing, if commenced, may be<br />
discontinued at any time and must be brought at any time and must be brought to an end after<br />
a limited period. Overallotment involves sales in excess of the offering size, which creates a short<br />
position for J.P. Morgan Europe Limited. Stabilizing transactions involve bids to purchase the<br />
notes in the open market for the purpose of pegging, fixing or maintaining the price of the<br />
notes. Syndicate covering transactions involve purchases of the notes in the open market after<br />
the distribution has been completed in order to cover short positions. Stabilizing transactions and<br />
syndicate covering transactions may cause the price of the notes to be higher than it would<br />
otherwise be in the absence of those transactions. Such stabilizing activities will not be carried<br />
out by J.P. Morgan Europe Limited as agent for the issuer and J.P. Morgan Europe Limited will<br />
not account to the issuer for any resulting profit nor will they be liable for any loss.<br />
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