United States Federal Income Tax Consequences:
The Company believes that the Notes should not be
treated as issued with original issue discount (
OID
) for U.S. federal income tax purposes. However, the Notes may be issued with a de minimis amount of OID. While a U.S. holder is generally not required to include de minimis OID
in income prior to the sale or maturity of the Notes, under recently enacted legislation, U.S. holders that maintain certain types of financial statements and that are subject to the accrual method of tax accounting may be required to include de
minimis OID on the Notes in income no later than the time upon which they include such amounts in income on their financial statements. This legislation may also affect U.S. holders that acquire the Notes with market discount. U.S. holders that
maintain financial statements should consult their tax advisors regarding the tax consequences to them of this legislation.
See the discussion in the
prospectus supplement under United States Federal Income Tax Consequences for further discussion of the United States federal income tax consequences of investing in the Notes.
The following selling restriction is in addition to any other selling restrictions set out in the accompanying prospectus supplement.
PRIIPs Regulation / Prospectus Directive / Prohibition of Sales to EEA Retail Investors:
The Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (
EEA
). For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
MiFID II
); or (ii) a customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended, the
Prospectus Directive
). Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the
PRIIPs Regulation
) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. This pricing supplement and the accompanying prospectus and prospectus supplement have been prepared on the basis
that any offer of Notes in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of Notes. This pricing supplement and the accompanying prospectus and
prospectus supplement is not a prospectus for the purposes of the Prospectus Directive as implemented in member states of the EEA.
The selling
restrictions for the following jurisdictions appearing in the accompanying prospectus supplement are amended in their entirety as follows:
South
Korea:
The Notes have not been and will not be registered under the Financial Investments Services and Capital Markets Act of Korea and the decrees and regulations thereunder (the
FSCMA
), and the Notes have been and will be
offered in Korea as a private placement under the FSCMA. None of the Notes may be offered, sold or delivered directly or indirectly, or offered or sold to any person for
re-offering
or resale, directly or
indirectly, in Korea or to any resident of Korea except pursuant to the applicable laws and regulations of Korea, including the FSCMA and the Foreign Exchange Transaction Law of Korea and the decrees and regulations thereunder (the
FETL
). Furthermore, the purchaser of the Notes shall comply with all applicable regulatory requirements (including but not limited to requirements under the FETL) in connection with the purchase of the Notes.
The Peoples Republic of China:
This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus have not been
filed with or approved by the authorities of the Peoples Republic of China (for such purposes, not including the Hong Kong and Macau Special Administrative Regions or Taiwan), and are not an offer of securities within the meaning of the
Securities Law or other pertinent laws and regulations of the Peoples Republic of China. This pricing supplement, the accompanying prospectus supplement and the accompanying prospectus may not be delivered to any party who is not an intended
recipient and may not be circulated or distributed in the Peoples Republic of China, and the Notes may not be offered or sold, directly or indirectly, to any resident of the Peoples Republic of China, or offered or sold to any person for
re-offering
or
re-sale,
directly or indirectly, to any resident of the Peoples Republic of China except pursuant to applicable laws and regulations of the
Peoples Republic of China.
Plan of Distribution:
The Notes described herein are being purchased, severally and not jointly, by the agents
named in the below table (the
Agents
), each as principal, on the terms and conditions described in the prospectus supplement under the caption Plan of Distribution of Medium-Term Notes (Conflicts of Interest).