By proceeding to the link below, you agree that you have carefully read the following selling restrictions and you are outside the United States and not a U.S. person and that you will not distribute any information provided on this site in the United States or to a U.S. person.
This Information Memorandum and issuing of ETBs by the Ministry of Finance is not intended to be a public offering of securities in Estonia or in any other jurisdiction.
All applicable laws and regulations must be observed in any jurisdiction in which ETBs may be offered, sold or delivered. No person may directly or indirectly offer, sell, resell, re-offer or deliver ETBs or distribute this Information Memorandum or any other circular, advertisement or other offering material in any country or jurisdiction except under circumstances that will result, to the best of its knowledge and belief, in compliance with all applicable laws and regulations.
Each purchaser of ETBs must comply with all applicable laws and regulations in force in any jurisdiction in which it purchases, offers or re-sells ETBs or possesses or distributes this Information Memorandum or any Final Terms or any part of such document and must obtain any consent, approval or permission required from it for the purchase, offer or re-sale of ETBs under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such purchase, offer or sale and neither the Issuer nor any Dealer shall have any responsibility therefor.
Each Dealer must comply with all applicable laws and regulations in force in any jurisdiction in which it offers or sells ETBs or possesses or distributes this Information Memorandum or any Final Terms or any part of such document and must obtain any consent, approval or permission required by it for the offer or sale of ETBs under the laws and regulations in force in any jurisdiction to which it is subject or in which it makes such offer or sale and the Issuer shall not have any responsibility therefor.
Some of the Dealers who participate in the securities distribution may engage in other transactions with, or perform other services for, the Issuer in the ordinary course of business, for which they have received or will continue to receive customary compensation.
These selling restrictions may be modified by the agreement of the Issuer and the relevant Dealer following a change in the relevant law, regulation or directive. Any such modification will be set out in the applicable supplement to this Information Memorandum. This summary is for guidance only.
Offering of ETBs has not been and will not be registered or otherwise authorised under the Estonian Securities Market Act or the Prospectus Regulation, as amended, as a public offering of securities, and no offer of any ETBs in Estonia shall constitute a public offering of securities pursuant to applicable Estonian or European Union law.
This Information Memorandum has not been prepared to comply with the standards and requirements applicable to offering prospectus pursuant to the Estonian Securities Market Act and the Prospectus Regulation, as may be applicable and amended from time to time, or the relevant implementing legislation.
The ETBs cannot be offered, sold, advertised, distributed or marketed in Estonia by means of any document or to any persons other than pursuant to an exemption available under the Estonian Securities Market Act and the Prospectus Regulation and in accordance with any and all applicable laws.
No action has been taken or will be taken to authorise an offering of the ETBs as a public offering of securities in Estonia and the distribution of this Information Memorandum has not been approved or authorised by the Estonian Financial Supervision Authority. This Information Memorandum may not include all the information that is required to be included in a prospectus in connection with an offering of securities to the public.
Each Dealer has represented, warranted and agreed, and each further Dealer appointed under the Programme will be required to represent and agree, that:
- it is a person whose ordinary activities involve it in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of its business and it has not offered or sold and will not offer or sell the ETBs other than to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or as agent) for the purposes of their businesses or who it is reasonable to expect will acquire, hold, manage or dispose of investments (as principal or agent) for the purposes of their businesses where the issue of the ETBs would otherwise constitute a contravention of Section 19 of the Financial Services and Markets Act 2000 (“FSMA”) by the Issuer;
- it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) received by it in connection with the issue or sale of any ETBs in circumstances in which section 21(1) of the FSMA does not apply to the Issuer; and
- it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to any ETBs in, from or otherwise involving the United Kingdom.
United States of America
The ETBs have not been and will not be registered under the US Securities Act of 1933, as amended (the “Securities Act”), and, subject to certain exceptions, the ETBs may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons. Accordingly, each Dealer has represented and agreed and any further Dealer appointed under the Programme will be required to represent and agree to the Issuer that neither it, its affiliates nor any persons acting on its or their behalf have engaged or will engage in any directed selling efforts with respect to the ETBs, and that it and they have complied and will comply with the offering restrictions requirement of Regulation S under the Securities Act.