EFTA01381331.pdf

Form S-1 Table of Contrail Notice to Prospective Investors in the United Kingdom This document is only being distributed to and is only directed at (1) persons who are outside the United Kingdom. (2) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, or Order, or (3) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2Xa) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities arc only available to. and any invitation, offer or agreement to subscribe. purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents. Notice to Prospective Investors in the European Economic Area In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), from and including the date on which the European Union Prospectus Directive (the "EU Prospectus Directive") was implemented in that Relevant Member State (the "Relevant Implementation Date") an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State. all in accordance with the EU Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities described in this prospectus may be made to the public in that Relevant Member State at any time: • to any legal entity which is a qualified investor as Mimi under the EU Prospectus Directive; • to fewer than 100 or. if the Relevant Member State has implemented the relevant provision of the 2010 Pll Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or • in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive. For the purposes of this provision, the expression an "offer of securities to the public" in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the tams of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State. The expression "EU Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU. Notice to Prospective Investors in France Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the AutoriM des Marches Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorite des Marches Financiers. The shares have not been offered or sold and will not be offered or sold, directly or inditatly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be: • released, issued. distributed or caused to be released, issued or distributed to the public in France: or • used in connection with any offer for subscription or sale of the shares to the public in France. 133 httpiAvray.sec.gov/Arehivaledgar/datati609989/000119312515218883/d734898dsl.ht47/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0080220 CONFIDENTIAL SDNY GM_00228404 EFTA01381331