10
Summary of the Offer
The Offer: The offer consists of
an offer to the public in Germany through the subscription
functionality of the trading system XONTRO (the “Sub-
scription Box”) provided by EUWAX Aktiengesellschaft,
Stuttgart (the “Public Offer”), conducted solely by the Is-
suer, and
a private placement to institutional investors in Germany and
certain other countries outside Germany, the United States,
Canada, Australia and Japan (the “Institutional Offer”) by
Close Brothers in compliance with applicable private place-
ment exemptions.
Close Brothers will not participate in the Public Offer.
There are no predetermined tranches of Notes for each of the Pub-
lic Offer and the Institutional Offer. There is no minimum or
maximum amount of subscription offers for Notes. Investors may
place subscription offers in any amount starting with the denomi-
nation of one Note.
Public Offer and Subscription: The Notes will be offered solely by the Issuer to the public in
Germany. Investors who want to submit a subscription offer must
submit a subscription application for the Notes to their respective
depository bank during the Offer Period (as defined below). This
requires that the depository bank (i) has been admitted as a trading
participant to the Baden-Württembergische Börse Stuttgart or has
access to trading via an accredited trading participant; (ii) is con-
nected to XONTRO; and (iii) is authorised and able to use the
Subscription Box according to the terms and conditions for the use
of XONTRO Subscription Box “Bondm-Zeichnung” (the “Trad-
ing Participant”).
Upon the investor’s request, the Trading Participant submits a
subscription offer on behalf of the investor via the Subscription
Box (anonymised). On the basis of an implementation agreement
between the Paying Agent and Close Brothers dated 12 November
2010, the Paying Agent accepts the subscription offers in the name
and for the account of Close Brothers and notifies Close Brothers
about incoming subscription offers.
Institutional Offer: A private placement to institutional investors in Germany and cer-
tain other countries outside Germany, the United States, Canada,
Australia and Japan will be conducted by Close Brothers as Global
Coordinator and Sole Bookrunner in compliance with applicable
private placement exemptions.
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