EFTA01381332.pdf

Form S-1 Table of Contrail Such offers, sales and distributions will be made in France only: • to qualified investors (ilives:assent-A qualifies) and/or to a restricted circle of investors (cercle restreint d'investisseurs), in each case investing for their own account, all as defined in, and in accordance with, articles L.411.2, D.411-I, D.411-2, 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.411-2-11-r -or-r -or 30 of the French Code monetaire et financier and article 211- 2 of the General Regulations (Reglement &halm° of the Autorite des Marches Nnanciers, does not constitute a public offer (appel public a l'epargne). The shares may be resold directly or indirectly, only in compliance with articles L.411-1, 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 shares may not be offered or sold in Hong 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 Companies Ordinance (Cap. 32, Laws of Hong Kong), (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 Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the pn•se-„ion of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futuna Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder. Notice to Prospective Investors in Japan The shares offered in this prospectus have not been registered under the Securities and Exchange Law of Japan. Shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan, except (i) pursuant to an exemption from the registration requirements of the Securities and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law. Notice to Prospective Investors in Singapore This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly. this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase. of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase. whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a relevant person pursuant to Section 275(1). or any person pursuant to Section 275(1A). and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to. and in accordance with die conditions of. any other applicable provision of the SFA, in each case subject to compliance with conditions set forth in the SFA. 134 http://www.sce.gov/Archicestedgar/datati609989/000119312515218883/d734898dsl.htm17/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080221 CONFIDENTIAL SDNY GM_00228405 EFTA01381332