applicable exemption from, or in a transaction not subject to, the 
registration requirements of the Securities Act and applicable state or 
local securities laws. This document does not contain or constitute an 
offer of, or the solicitation of an offer to buy or subscribe for, 
securities to any person or in the United States of America or in any 
other jurisdiction. 
 
   The offer referred to herein, when made in member states of the European 
Economic Area (<>) and the United Kingdom, is only addressed to and 
directed to "qualified investors" within the meaning of Article 2(e) the 
Prospectus Regulation (<>). For these purposes, the 
expression <> means Regulation (EU) 2017/1129 of 
the European Parliament and of the Council of 14 June 2017 on the 
prospectus to be published when securities are offered to the public or 
admitted to trading on a regulated market, and repealing Directive 
2003/71/EC, and includes any relevant delegated regulations. If located 
in a relevant state, each person who initially acquires any securities, 
and to the extent applicable any funds on behalf of which such person 
acquires such securities that are located in a relevant state, or to 
whom any offer of securities may be made will be deemed to have 
represented, acknowledged and agreed that it is a Qualified Investor as 
defined above. The offer of the Shares will be made pursuant to 
exemptions under the Prospectus Regulation from the requirement to 
produce a prospectus in connection with offers of securities. 
 
   MiFID II product governance / Retail investors, professional investors 
and ECPs target market -- Solely for the purposes of each manufacturer s 
product approval process, the target market assessment in respect of the 
Shares has led to the conclusion that: (i) the target market for the 
Shares is eligible counterparties and professional clients, each as 
defined in Directive 2014/65/EU of the European Parliament and of the 
Council of 15 May 2014 on markets in financial instruments (as amended, 
<>) and (ii) all channels for distribution of the Shares to 
eligible counterparties and professional clients are appropriate, 
subject to the distributor's suitability and appropriateness obligations 
under MiFID II, as applicable. The target market and distribution 
channel(s) may vary in relation to sales outside the EEA in light of 
local regulatory regimes in force in the relevant jurisdiction. Any 
person subsequently offering, selling or recommending the Shares (a 
<>) should take into consideration the manufacturer s 
target market assessment; however, a distributor subject to MiFID II is 
responsible for undertaking its own target market assessment in respect 
of the Shares (by either adopting or refining the manufacturer s target 
market assessment) and determining appropriate distribution channels. 
 
   For readers in the United Kingdom, this announcement is only being 
distributed to and is only directed at Qualified Investors who are (i) 
outside the United Kingdom or (ii) investment professionals falling 
within Article 19(5) (<>) of the Financial 
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 
<>) or (iii) certain high value persons and entities who fall 
within Article 49(2)(a) to (d) (<>) of the Order; or (iv) any other 
person to whom it may lawfully be communicated (all such persons in (i) 
to (iv) together being referred to as <>). The Shares 
are expected to only be available to, and any invitation, offer or 
agreement to subscribe, purchase or otherwise acquire such Shares will 
be engaged in only with, relevant persons. Any person who is not a 
relevant person should not act or rely on this announcement or any of 
its contents. 
 
 
 
 

(END) Dow Jones Newswires

November 27, 2020 02:40 ET (07:40 GMT)