Further, no person has issued or had in its possession for the purposes of issue, and will not issue or have in its
possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Exchange Offers, 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 securities laws of Hong Kong) other than with respect to the Exchange Offers which are or are intended to be made only to persons outside Hong Kong or only to professional investors as
defined in the SFO and any rules made under the SFO. This announcement, the prospectus and the information contained herein may not be used other than by the person to whom it is addressed and may not be reproduced in any form or transferred to any
person in Hong Kong.
The Exchange Offers are not intended to be made to the public in Hong Kong and it is not the intention of TR Finance that the Exchange
Offers be made to the public in Hong Kong.
Italy
None of the
Exchange Offers, this announcement, the prospectus or any other document or materials relating to the Exchange Offers or the New Notes have been or will be submitted to the clearance procedure of the CONSOB pursuant to Italian laws and regulations.
The Exchange Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis,
paragraph 3-bis of the Financial Services Act and article 35-bis, paragraph 3, of CONSOB Regulation No. 11971 of May 14, 1999, as amended, as the case may be.
Holders or beneficial owners of the Old Notes that are resident and/or located in Italy can offer to exchange Old Notes pursuant to the Exchange Offers through
authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from
time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties
vis-à -vis its clients in connection with the Old Notes, the New Notes, the Exchange Offers or this announcement or the prospectus.
Singapore
Neither this announcement nor the prospectus has been
registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this announcement, the prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the New Notes
may not be circulated or distributed, nor may the New Notes 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 Securities and Futures Act), (ii) to a relevant person pursuant to section 275(1) of the Securities and Futures Act, or any person pursuant to
section 275(1A) of the Securities and Futures Act, and in accordance with the conditions, specified in section 275 of the Securities and Futures Act or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable
provision of the Securities and Futures Act.
Where the New Notes are subscribed or purchased under section 275 of the Securities and Futures Act by a relevant
person which is: