Memorandum of Offer to Purchase

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					IMPORTANT: You must read the following before continuing. The following applies to the Offer to
Purchase Memorandum following this page and you are, therefore, required to read this carefully before reading
or making any other use of the attached Offer to Purchase Memorandum. By accepting the email to which this
Offer to Purchase Memorandum was attached and by accessing or reading the Offer to Purchase Memorandum,
(in addition to giving the representations below) you agree to be bound by all of the following terms and
conditions, including any modifications to them from time to time, each time you receive any information from
Citigroup Global Markets Limited and Deutsche Bank Securities Inc. (together, the “Dealer Managers”),
Norske Skogindustrier ASA (the “Company”) and/or Global Bondholder Services Corporation (the “Tender
Agent”) as a result of such acceptance and access.

Confirmation of your representation: The attached Offer to Purchase Memorandum was sent at your request
and, by accepting the e-mail to which the Offer to Purchase Memorandum was attached and accessing the Offer
to Purchase Memorandum, you shall be deemed (in addition to the above) to have represented to the Company,
the Dealer Managers and the Tender Agent that:

(i)      you are a holder or a beneficial owner of the notes comprised in the U.S.$600,000,000 7.625%
         Notes due 2011 issued by the Company (the “Notes”);

(ii)     you are not a resident of, or a person located in, the Republic of Italy and you are otherwise a
         person to whom it is lawful under applicable laws to send the attached Offer to Purchase
         Memorandum or for the Company to make an offer to repurchase the Notes for cash (the “Offer”); and

(iii)    you consent to delivery of the attached Offer to Purchase Memorandum to you by electronic
         transmission.

The attached Offer to Purchase Memorandum has been sent to you in an electronic form. You are reminded that
documents transmitted via this medium may be altered or changed during the process of electronic transmission
and consequently none of the Company, the Dealer Managers or the Tender Agent, nor any person who controls
any of them nor any of their respective directors, officers, employees, agents or affiliates accepts any liability or
responsibility whatsoever in respect of any difference between the attached Offer to Purchase Memorandum
distributed to you in electronic format and the hard copy version available to you on request from the Tender
Agent.

You are otherwise reminded that the attached Offer to Purchase Memorandum has been delivered to you on the
basis that you are a person into whose possession the attached Offer to Purchase Memorandum may be lawfully
delivered in accordance with the laws of the jurisdiction in which you are located or resident and you may not,
nor are you authorised, to deliver the attached Offer to Purchase Memorandum to any other person. If you are
not the named addressee to which this Offer to Purchase Memorandum has been delivered, please notify the
sender immediately and destroy this Offer to Purchase Memorandum.

If you have recently sold or otherwise transferred your entire holding(s) of the Notes, you should immediately
forward this Offer to Purchase Memorandum to the purchaser or transferee, or to the stockbroker, bank or other
agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee, but if and
only if you are permitted to do so by applicable law, and subject to the restrictions set out on this page.

SAVE AS REFERRED TO IN THE PREVIOUS PARAGRAPH, THIS OFFER TO PURCHASE
SHOULD NOT BE FORWARDED OR DISTRIBUTED TO ANY PERSON OTHER THAN THE
RECIPIENT AND SHOULD NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY
SUCH FORWARDING OR DISTRIBUTION OR ANY REPRODUCTION OF THIS OFFER TO
PURCHASE IN WHOLE OR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS
RESTRICTION MAY RESULT IN A VIOLATION OF THE APPLICABLE LAWS OF CERTAIN
JURISDICTIONS.

Any materials relating to the Offer do not constitute, and may not be used in connection with, any form of offer
or solicitation in any place where such offers or solicitations are not permitted by law. If a jurisdiction requires
that the Offer be made by a licensed broker or dealer and the Dealer Managers or any of its affiliates is such a
licensed broker or dealer in that jurisdiction, the Offer shall be deemed to be made by the Dealer Managers or
the relevant affiliate on behalf of the Company in such jurisdiction where it so licensed and the Offer is not
being made in any such jurisdiction where none of the Dealer Managers or any of their affiliates is not so
licensed.

The communication of the attached Offer to Purchase Memorandum and any other documents or materials
relating to the Offer is not being made, and such documents and/or materials have not been approved, by an
authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000. Accordingly,
such documents and/or materials are not being distributed to, and must not be passed on to, the general public in
the United Kingdom, and are only for circulation to persons outside the United Kingdom or to persons within
the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”)) or within
Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be communicated in accordance
with the Order (such persons together being the “Relevant Persons”). This Offer to Purchase Memorandum
is only available to Relevant Persons and the transaction contemplated herein will be available only to, or
engaged in only with Relevant Persons, and this financial promotion must not be relied or acted upon by
persons other than Relevant Persons.

NONE OF THIS OFFER TO PURCHASE MEMORANDUM OR ANY RELATED DOCUMENT HAS
BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, NOR HAS ANY
SUCH DOCUMENT BEEN FILED WITH OR REVIEWED BY ANY U.S. STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY OF ANY COUNTRY. NO AUTHORITY HAS
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFER TO PURCHASE
MEMORANDUM OR ANY RELATED DOCUMENTS, AND IT IS UNLAWFUL AND IS A
CRIMINAL OFFENCE TO MAKE ANY REPRESENTATION TO THE CONTRARY.

The distribution of the attached Offer to Purchase Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession the Offer to Purchase Memorandum comes are required
by the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe,
any such restrictions.
     NOT FOR DISTRIBUTION TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY

                                   OFFER TO PURCHASE MEMORANDUM
                                            Offer to Repurchase for Cash by
                                              Norske Skogindustrier ASA
                          (incorporated as a public limited company in the Kingdom of Norway)
                                      of up to U.S.$150,000,000 of its outstanding
                                       U.S.$600,000,000 7.625% Notes due 2011

                                                                Outstanding                                                      Early
Description of the                                              Principal                Minimum             Maximum             Tender
Notes                    CUSIP/ISIN                             Amount(1)                Offer Price(2)(3)   Offer Price(2)(3)   Amount(2)

                         656533AA4/US656533AA45
U.S.$600,000,000         (Restricted )                          U.S.$600,000,000         U.S.$680.00         U.S.$750.00         U.S.$30.00
7.625% Notes due
2011                     R80036AN7/USR80036AN77
                         (Unrestricted)
 (1) The Company currently holds approximately 23.5% of the aggregate principal amount of Notes outstanding, being U.S.$141,000,000 in
 aggregate principal amount of Notes. The Notes currently held by the Company will not be subject to the Offer (as defined herein). The
 Company intends to cancel the Notes it currently holds together with all Notes purchased by the Company pursuant to the Offer promptly
 after the settlement date of the Offer.
 (2) Per U.S.$1,000 in principal amount of Notes.
 (3) Includes the Early Tender Amount. The Early Tender Amount will only be payable under the circumstances described in this Offer to
    Purchase Memorandum.

 Upon the terms and subject to the conditions set forth in this Offer to Purchase Memorandum (as it may be amended from
 time to time, this “Offer to Purchase Memorandum”), Norske Skogindustrier ASA (the “Company”) is offering (the
 “Offer”) to repurchase for cash up to U.S.$150,000,000 in principal amount of the U.S.$600,000,000 7.625% Notes
 due 2011 (the “Notes”) of the Company. The Repurchase Price (as defined herein) for the Notes will be determined by a
 modified Dutch auction procedure, subject to an option of the Company to modify the Offer and announce a fixed price at or
 around 9:00 a.m. (New York City time) on 9 April 2009, as described in this Offer to Purchase Memorandum.

 Subject to applicable law and as provided in this Offer to Purchase Memorandum, the Company may, in its sole discretion,
 extend, re-open, amend, waive any condition of or terminate the Offer at any time. Details of any such extension,
 re-opening, amendment, waiver or termination will be announced as provided in this Offer to Purchase Memorandum as
 soon as reasonably practicable after the relevant decision is made. The Repurchase Price (or the Late Tender Amount, as
 relevant) and the Accrued Interest (as defined herein) will only become payable upon acceptance by the Company of the
 Notes tendered in the Offer.

 THE OFFER WILL EXPIRE AT 5:00 P.M. (NEW YORK CITY TIME) ON 23 APRIL 2009, UNLESS EXTENDED
 OR TERMINATED AS PROVIDED IN THIS OFFER TO PURCHASE MEMORANDUM. THE RELEVANT
 DEADLINE SET BY ANY INTERMEDIARY OR CLEARING SYSTEM MAY BE EARLIER THAN THIS
 DEADLINE. HOLDERS WHO SUCCESSFULLY TENDER NOTES DURING THE EARLY TENDER PERIOD
 WILL RECEIVE MORE CONSIDERATION THAN HOLDERS WHO SUCCESSFULLY TENDER NOTES
 THEREAFTER AND, IF THE FIXED PRICE OPTION IS EXERCISED, NOTES TENDERED PRIOR TO THE
 EXERCISE OF THE FIXED PRICE OPTION MAY BE ACCEPTED FOR PURCHASE IN PREFERENCE TO
 OTHER NOTES. SEE “OVERVIEW OF THE OFFER—PRORATION”.

 The Early Tender Period will expire at 5:00 p.m. (New York City time) on 8 April 2009.

 Before making a decision with respect to the Offer, holders of the Notes (“Noteholders”) should carefully consider all of the information in
 this Offer to Purchase Memorandum and in particular the risk factors and other considerations described in “Risk Factors and Other
 Considerations” beginning on page 11.

 This Offer to Purchase Memorandum contains important information which should be read carefully before any decision is made with
 respect to the Offer. Noteholders are recommended to seek their own financial and legal advice, including as to any tax consequences, from
 their stockbroker, bank manager, solicitor, accountant or other independent financial or legal adviser. Any individual or company whose
 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if
 it wishes to tender Notes in the Offer.

 Any questions and requests for assistance in connection with this Offer to Purchase Memorandum may be directed to Citigroup Global
 Markets Limited and Deutsche Bank Securities Inc. at the telephone numbers and email addresses provided on the last page of this Offer to
 Purchase Memorandum.

 None of the Company, Citigroup Global Markets Limited and Deutsche Bank Securities Inc. (together, the “Dealer Managers”) or Global
 Bondholder Services Corporation (the “Tender Agent”) makes any recommendation whether Noteholders should tender Notes in the Offer.

                                                             Dealer Managers

 Citi                                                                                                                  Deutsche Bank
 26 March 2009
                                                  TABLE OF CONTENTS
                                                                                                                                 Page

OFFER AND DISTRIBUTION RESTRICTIONS ...................................................................1
NOTICE TO NOTEHOLDERS ................................................................................................3
INDICATIVE OFFER TIMETABLE .......................................................................................4
OVERVIEW OF THE OFFER..................................................................................................5
RISK FACTORS AND OTHER CONSIDERATIONS..........................................................11
THE OFFER ............................................................................................................................13
PROCEDURES FOR PARTICIPATING IN THE OFFER ....................................................18
TAX CONSEQUENCES.........................................................................................................25
AMENDMENT AND TERMINATION .................................................................................28
DEALER MANAGERS AND TENDER AGENT .................................................................29
                          OFFER AND DISTRIBUTION RESTRICTIONS
General
The distribution of this Offer to Purchase Memorandum in certain jurisdictions may be restricted by
law. Persons into whose possession this Offer to Purchase Memorandum comes are required by the
Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe,
any such restrictions.
NONE OF THIS OFFER TO PURCHASE MEMORANDUM OR ANY RELATED
DOCUMENT HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE
COMMISSION, NOR HAS ANY SUCH DOCUMENT BEEN FILED WITH OR REVIEWED
BY ANY U.S. STATE SECURITIES COMMISSION OR THE REGULATORY AUTHORITY
OF ANY COUNTRY. NO AUTHORITY HAS PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS OFFER TO PURCHASE MEMORANDUM OR ANY RELATED
DOCUMENTS, AND IT IS UNLAWFUL AND IS A CRIMINAL OFFENCE IN THE UNITED
STATES TO MAKE ANY REPRESENTATION TO THE CONTRARY.
This Offer to Purchase Memorandum does not constitute an offer to buy or a solicitation of an offer to
sell any Notes, and tenders of Notes in the Offer will not be accepted from Noteholders, in any
jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities
or other laws require the Offer to be made by a licensed broker or dealer and either of the Dealer
Managers or any of their affiliates is such a licensed broker or dealer in such jurisdictions, the Offer
shall be deemed to be made on behalf of the Company in such jurisdictions by that Dealer Manager or
affiliate (where it is so licensed), as the case may be, and the Offer is not being made in any such
jurisdiction where none of the Dealer Managers or any of their affiliates is not so licensed.
United Kingdom
The communication of this Offer to Purchase Memorandum and any other documents or materials
relating to the Offer is not being made and such documents and/or materials have not been approved
by an authorised person for the purposes of section 21 of the Financial Services and Markets
Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be
passed on to, the general public in the United Kingdom, and are only for circulation to persons outside
the United Kingdom or to persons within the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the “Order”)) or within Article 49(2)(a) to (d) of the Order, or to
other persons to whom it may lawfully be communicated in accordance with the Order.
Italy
The Offer is not being made in the Republic of Italy (“Italy”). The Offer and this Offer to Purchase
Memorandum have not been submitted to the clearance procedures of the Commissione Nazionale per
le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, Noteholders
are notified that, to the extent Noteholders are located or resident in Italy, the Offer is not available to
them and they may not tender Notes in the Offer and, as such, any instructions received from or on
behalf of such persons shall be ineffective and void, and neither this Offer to Purchase Memorandum
nor any other documents or materials relating to the Offer or the Notes may be distributed or made
available in Italy.
Belgium
The Offer is not being made, directly or indirectly, to the public in Belgium. This Offer to Purchase
Memorandum has not been and will not be notified to nor approved by the Belgian Banking, Finance
and Insurance Commission (Commission Bancaire, Financière et des Assurances/Commissie voor het
Bank, Financie en Assurantiewezen) and neither this Offer to Purchase Memorandum nor any other
documents or materials relating to the Offer have been, or will be, approved by the Belgian Banking,
Finance and Insurance Commission. Accordingly, the Offer may not be advertised or made (either

                                                     1
directly or indirectly) and neither the Offer to Purchase Memorandum nor any such documents or
materials may be distributed or made available in Belgium other than to institutional investors, as
referred to in article 10 of the Law of 16 June 2006 on public offers of investment instruments and the
admission to trading of investment instruments on a regulated market, acting for their own account.
France
The Offer is not being made, directly or indirectly, to the public in the Republic of France (“France”).
Neither this Offer to Purchase Memorandum nor any other documents or materials relating to the
Offer have been or will be distributed to the public in France and only (i) providers of investment
services relating to portfolio management for the account of third parties and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, all as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code Monétaire et Financier, are
eligible to participate in the Offer. This Offer to Purchase Memorandum has not been and will not be
submitted to or approved by the Autorité des Marchés Financiers.
Switzerland
None of this Offer to Purchase Memorandum and any other documents or materials relating to the
Offer constitute a public offering of securities pursuant to article 652a or article 1156 of the Swiss
Federal Code of Obligations. The information presented in this Offer to Purchase Memorandum and
any other documents or materials relating to the Offer does not necessarily comply with the
information standards set out in the SIX Swiss Exchange listing rules.




                                                    2
                                  NOTICE TO NOTEHOLDERS
The Company accepts responsibility for the information contained in this Offer to Purchase
Memorandum. To the best of the knowledge and belief of the Company (having taken all reasonable
care to ensure that such is the case), the information contained in this Offer to Purchase Memorandum
is in accordance with the facts and does not omit anything likely to affect the import of such
information.
No person has been authorised in connection with the Offer to give any information or to make any
representation other than those contained in this Offer to Purchase Memorandum, and any such
information or representation must not be relied upon as having been authorised by the Company, the
Dealer Managers or the Tender Agent. Neither the delivery of this Offer to Purchase Memorandum
nor any repurchase of Notes shall, under any circumstances, create any implication that there has been
no change in the affairs of the Company since the date of this Offer to Purchase Memorandum or that
the information contained in this Offer to Purchase Memorandum has remained accurate and
complete.
Notes can only be tendered in the Offer in accordance with the procedures described in “Procedures
for Participating in the Offer” and in compliance with the terms and conditions of the Notes related to
authorised denominations (as defined therein). In particular, Notes can only be tendered in the Offer
in minimum principal amounts of U.S.$1,000.
Noteholders who do not participate in the Offer, or whose Notes are not accepted for repurchase by
the Company, will continue to hold their Notes subject to the terms and conditions of the Notes.
Unless the context otherwise requires, references in this Offer to Purchase Memorandum to a
“Noteholder” or “holder of Notes” include:
(i)     each person who is shown in the records of the clearing and settlement systems of The
        Depository Trust Company (“DTC”), Euroclear Bank SA/NV (“Euroclear”) or Clearstream
        Banking, société anonyme (“Clearstream” and, together with DTC and Euroclear, the
        “Clearing Systems” and each a “Clearing System”) as a holder of the Notes (also referred to
        as “Direct Participants” and each a “Direct Participant”); and
(ii)    each beneficial owner of Notes holding such Notes, directly or indirectly, in accounts in the
        name of a Direct Participant acting on the beneficial owner's behalf.




                                                  3
                               INDICATIVE OFFER TIMETABLE
The following is an indicative timetable showing one possible outcome for the timing of the Offer,
based on the dates printed in this Offer to Purchase Memorandum. This timetable is subject to
change and dates and times may be extended, re-opened or amended by the Company in accordance
with the terms of the Offer, as described in this Offer to Purchase Memorandum. Accordingly, the
actual timetable may differ significantly from the timetable below.
Custodians, Direct Participants and Clearing Systems might have deadlines prior to the Expiration
Date (as defined below) for receiving instructions from Noteholders to participate in, or to withdraw
prior instructions to participate in, the Offer and Noteholders should contact any such intermediary
through which Notes are held as soon as possible to ensure the proper and timely delivery of such
instructions.

Event               Date                      Description
Launch Date         26 March 2009             Offer announced. Notice provided through the Clearing
                                              Systems and the Luxembourg Stock Exchange and
                                              Offer to Purchase Memorandum available (subject to
                                              the offer and distribution restrictions set out in “Offer
                                              and Distribution Restrictions”) from the Tender Agent.


End of Early        5:00 p.m. (New York Deadline for Noteholders to tender Notes in order to be
Tender Period       City time) 8 April 2009 eligible to receive the Repurchase Price (as defined
and Withdrawal                              herein) and (subject to the limited exceptions set out in
Deadline                                    “Procedures for Participating in the Offer – Withdrawal
                                            of Tenders”) the deadline for Noteholders to validly
                                            withdraw tenders of Notes.
Announcement of     At or around 9:00 a.m. If the Company elects to modify the Offer by
Fixed Price         (New York City time) announcing the Repurchase Price.
Option (if          9 April 2009
applicable)

Expiration Date     5:00 p.m. (New York Deadline for Tender Instructions (as defined herein) to
                    City time) 23 April be received by the Tender Agent.
                    2009

Pricing             24 April 2009             The Company will announce whether it will accept any
Announcement                                  tenders of Notes and, if so, the aggregate principal
Date                                          amount to be repurchased and any Proration Factor, and,
                                              if the Fixed Price Option has not been exercised by the
                                              Company, the Repurchase Price.


Settlement Date     27 April 2009             The Company pays the Repurchase Price or Late Tender
                                              Amount, as relevant, plus Accrued Interest in respect of
                                              Notes accepted in the Offer.


The Company will make (or cause to be made) all of the foregoing announcements in accordance with
applicable law (i) by the issue of a press release to a recognised financial news service or services
(e.g., Reuters or Bloomberg), (ii) by delivery of notices to the Clearing Systems for communication to
Direct Participants, (iii) on the relevant Reuters International Insider Screen and/or (iv) through the
website of the Luxembourg Stock Exchange (www.bourse.lu). Copies of all announcements, notices
and press releases can also be obtained from the offices of the Tender Agent.


                                                  4
                                  OVERVIEW OF THE OFFER
The following overview is provided solely for the convenience of Noteholders. This overview is not
complete and is qualified in its entirety by reference to the full text and more detailed information
contained elsewhere in this Offer to Purchase Memorandum and any amendments or supplements
hereto. Noteholders are urged to read this Offer to Purchase Memorandum and any amendments
hereto in its entirety. Each capitalised term used in this overview and not defined herein has the
meaning set forth elsewhere in this Offer to Purchase Memorandum.
The Company:                        The Company, a limited liability company organised under the
                                    laws of the Kingdom of Norway, is making the Offer.

                                    The Company has purchased Notes in the open market prior to
                                    the Offer. The Company currently holds approximately 23.5% of
                                    the aggregate principal amount of Notes outstanding, being
                                    U.S.$141,000,000 in aggregate principal amount of Notes. The
                                    Notes currently held by the Company will not be subject to the
                                    Offer. The Company intends to cancel the Notes it currently
                                    holds together with all Notes purchased by the Company
                                    pursuant to the Offer promptly after the Settlement Date (as
                                    defined below).
The Offer:                          The Company is offering to repurchase for cash up to
                                    U.S.$150,000,000 in principal amount of its U.S.$600,000,000
                                    7.625% Notes due 2011.
Auction Process:                    The Offer will consist of a modified Dutch auction procedure, as
                                    described herein (the “Auction Process”), pursuant to which
                                    each Noteholder wishing to participate in the Offer (a
                                    “Participating Holder”) must submit either:
                                    (a)     a competitive offer (multiple competitive offers may be
                                            submitted by a Noteholder provided that the aggregate
                                            principal amount of the Notes that are the subject of
                                            these offers does not exceed the aggregate principal
                                            amount of the Notes held by such Noteholder) at a price
                                            denominated in U.S. dollars (an “Indicative Offer
                                            Price”) that specifies the minimum amount of cash
                                            (which shall be inclusive of the Early Tender Amount (as
                                            defined below)) such Participating Holder wishes to
                                            receive in respect of each U.S.$1,000 in principal amount
                                            of Notes tendered. The Indicative Offer Price specified
                                            by a Participating Holder must be no less than U.S.$680
                                            per U.S.$1,000 in principal amount of Notes (the
                                            “Minimum Offer Price”) and no greater than U.S.$750
                                            per U.S.$1,000 in principal amount of Notes (the
                                            “Maximum Offer Price”) and any price above the
                                            Minimum Offer Price shall be in increments of
                                            U.S.$2.50 with any other amount rounded down to the
                                            nearest U.S.$2.50 increment above the Minimum Offer
                                            Price. Submissions that specify an Indicative Offer Price
                                            that is below the Minimum Offer Price or above the
                                            Maximum Offer Price will be treated as invalid tenders;
                                            or
                                    (b)     a non-competitive offer, which does not specify an


                                                 5
                              Indicative Offer Price (a “Non-Competitive Offer”). A
                              Participating Holder submitting a Non-Competitive Offer
                              is agreeing, subject to that offer being accepted, to accept
                              a Repurchase Price or, if the Non-Competitive Offer is
                              submitted after the Early Tender Period, the Repurchase
                              Price less the Early Tender Amount (as defined below),
                              where the Repurchase Price may be equal to (but shall
                              not be less than) the Minimum Offer Price.
Fixed Price Option:   The Company may, in its sole discretion, elect to modify the
                      Offer by announcing the Repurchase Price (as defined below) at
                      or around 9:00 a.m. (New York City time) on 9 April 2009 (the
                      “Fixed Price Option”). Following the exercise of the Fixed Price
                      Option, tenders of Notes may only be made at the Repurchase
                      Price, and no Indicative Offer Prices or Non-Competitive Offers
                      may be submitted thereafter.
Repurchase Price:     The Repurchase Price shall be the price for each U.S.$1,000 in
                      principal amount of Notes tendered and accepted in the Offer
                      (which shall be inclusive of a payment of U.S.$30 for each
                      U.S.$1,000 in principal amount of Notes tendered and accepted
                      in the Offer (the “Early Tender Amount”)) which shall be:
                      (a)     if the Company does not exercise the Fixed Price Option:
                              (i)        announced by the Company on the Business Day
                                         following the Expiration Date; and
                              (ii)       the lowest price that will allow the Company to
                                         repurchase U.S.$150,000,000 (or such lower
                                         amount in respect of which valid tenders have
                                         been received) in principal amount of the Notes;
                                         or
                      (b)     if the Company exercises the Fixed Price Option:
                              (i)        announced by the Company at or around 9:00
                                         a.m. (New York City time) on 9 April 2009; and
                              (ii)       freely selected by the Company, provided that
                                         the price may not be less than the Minimum
                                         Offer Price,
                              (in each case such price being the “Repurchase Price”).
                      If the Company does not exercise the Fixed Price Option, all
                      Noteholders who submitted a Non-Competitive Offer or an
                      Indicative Offer Price at or below the Repurchase Price will have
                      their Notes accepted in the Offer and will receive the Repurchase
                      Price or Late Tender Amount, as relevant, on the Settlement
                      Date, subject to the procedures described in “— Proration”
                      below. Participating Holders who have submitted an Indicative
                      Offer Price that is above the Repurchase Price will not have their
                      Notes accepted in the Offer.
                      If the Company exercises the Fixed Price Option, all Noteholders
                      who submitted a Non-Competitive Offer or an Indicative Offer
                      Price at or below the Repurchase Price prior to the exercise of the


                                     6
                       Fixed Price Option will have their Notes accepted in the Offer
                       and will receive the Repurchase Price or Late Tender Amount, as
                       relevant, on the Settlement Date, subject to the procedures
                       described in “— Proration” below. Participating Holders who
                       have tendered their Notes prior to exercise of the Fixed Price
                       Option at an Indicative Offer Price that is above the Repurchase
                       Price will be permitted to withdraw such tenders and resubmit
                       their Notes at the Repurchase Price at any time prior to the
                       Expiration Date. Noteholders who did not tender their Notes
                       prior to the exercise of the Fixed Price Option will be able to
                       tender their Notes at the Repurchase Price at any time prior to the
                       Expiration Date. Any Noteholders (i) resubmitting their Notes at
                       the Repurchase Price after the expiry of the Early Tender Period
                       but prior to the Expiration Date or (ii) otherwise tendering their
                       Notes after the expiry of the Early Tender Period and prior to the
                       Expiration Date will only be entitled to receive the Late Tender
                       Amount. Participating Holders who submitted an Indicative Offer
                       Price that is above the Repurchase Price and do not resubmit an
                       offer at the Repurchase Price prior to the Expiration Date will not
                       have their Notes accepted in the Offer.
Consideration:         Participating Holders who submit a Non-Competitive Offer or an
                       Indicative Offer Price at or below the Repurchase Price during
                       the Early Tender Period and do not subsequently withdraw their
                       tender will receive an amount of cash equal to the Repurchase
                       Price. Holders who tender Notes during the Early Tender Period
                       but whose Notes are subject to proration will receive the
                       Repurchase Price only with respect to Notes accepted for
                       purchase, subject to the procedures described in “— Proration”
                       below.
                       Participating Holders who (i) if the Fixed Price Option is not
                       exercised, submit an Indicative Offer Price at or below the
                       Repurchase Price after the expiry of the Early Tender Period but
                       before the Expiration Date, (ii) if the Fixed Price Option is
                       exercised, tender their Notes prior to the expiry of the Early
                       Tender Period at an Indicative Offer Price that is above the
                       Repurchase Price, withdraw their tender and resubmit their Notes
                       at the Repurchase Price in accordance with the Fixed Price
                       Option before the Expiration Date or (iii) otherwise successfully
                       tender their Notes after the expiry of the Early Tender Period and
                       before the Expiration Date, shall receive an amount of cash equal
                       to the Repurchase Price less the Early Tender Amount (the “Late
                       Tender Amount”), subject to the procedures described in “—
                       Proration” below.
                       AS SUCH, NOTEHOLDERS WHO SUCCESSFULLY
                       TENDER NOTES DURING THE EARLY TENDER PERIOD
                       WILL RECEIVE MORE CONSIDERATION THAN
                       NOTEHOLDERS WHO SUCCESSFULLY TENDER NOTES
                       THEREAFTER.
Early Tender Period:   The period beginning on 26 March 2009 (the “Launch Date”)
                       and ending at 5:00 p.m. (New York City time) on 8 April 2009
                       (the “Early Tender Period”). The Company, in its sole
                       discretion, may extend the Early Tender Period for any purpose,


                                     7
                                  including in order to permit the satisfaction or waiver of any or
                                  all conditions to the Offer.
Proration:                        If Participating Holders tender in aggregate more than
                                  U.S.$150,000,000 in principal amount of Notes at or below the
                                  Repurchase Price, the Company will accept Notes for purchase as
                                  follows:
                                  (a)     first, all Notes tendered by Participating Holders in
                                          respect of which a Non-Competitive Offer was
                                          submitted, subject to possible proration (the “First
                                          Priority Tenders”);
                                  (b)     second, all Notes tendered by Participating Holders in
                                          respect of which (i) if the Fixed Price Option was not
                                          exercised, the Indicative Offer Price submitted was
                                          below the Repurchase Price or (ii) if the Fixed Price
                                          Option was exercised, the Indicative Offer Price
                                          submitted was at or below the Repurchase Price and such
                                          Notes were tendered prior to the exercise of the Fixed
                                          Price Option, subject to possible proration (the “Second
                                          Priority Tenders”); and
                                  (c)     third, all Notes, other than the First Priority Tenders and
                                          the Second Priority Tenders, tendered by Participating
                                          Holders prior to the Expiration Date in respect of which
                                          the Indicative Offer Price submitted is, or the tender is
                                          otherwise made at, the Repurchase Price, subject to
                                          possible proration (the “Third Priority Tenders”).
                                  Where proration applies, pro rata allocations will be calculated so
                                  that such Participating Holders will receive either the Repurchase
                                  Price or Late Tender Amount, depending on whether the Notes
                                  were tendered prior to or after the expiry of the Early Tender
                                  Period, in relation to those Notes tendered by it, in each case
                                  multiplied by the Proration Factor, where the “Proration
                                  Factor” is the fraction with a numerator of U.S.$150,000,000
                                  less the aggregate principal amount of all Notes accepted for
                                  purchase in priority to such Notes (as set out above), and a
                                  denominator of the aggregate principal amount of Notes tendered
                                  in the Offer that are the subject of such proration.
                                  In relation to Notes subject to proration, the consideration set out
                                  above shall be deemed to be due consideration in respect of a
                                  principal amount of Notes equal to the principal amount of Notes
                                  tendered multiplied by the Proration Factor, and rounded up to
                                  the nearest multiple of U.S.$1,000. In respect of the remaining
                                  principal amount of Notes tendered, such Participating
                                  Holders will be deemed not to have tendered such Notes and
                                  such Notes will not be accepted in the Offer.
Accrued and Unpaid Interest       Holders of Notes accepted in the Offer will also receive a cash
on Notes Accepted in the Offer:   payment equal to the accrued and unpaid interest (“Accrued
                                  Interest”) in respect of such Notes from, and including, the most
                                  recent interest payment date to, but excluding, the Settlement
                                  Date.



                                                8
Expiration Date:            The Offer will expire at 5:00 p.m. (New York City time) on
                            23 April 2009, unless extended by the Company (such date and
                            time, as the same may be extended, the “Expiration Date”). The
                            Company, in its sole discretion, may extend the Expiration Date
                            for any purpose, including in order to permit the satisfaction or
                            waiver of any or all conditions to the Offer.
Settlement Date:            The Company will pay the Repurchase Price or the Late Tender
                            Amount, as relevant, plus Accrued Interest in respect of Notes
                            accepted for purchase to the relevant Noteholders on the second
                            Business Day following the Expiration Date, or as soon as
                            practicable thereafter (the “Settlement Date”). The Settlement
                            Date is expected to be 27 April 2009, unless the Expiration Date
                            is extended hereunder.
Withdrawal of Tenders:      Other than the Exempt Withdrawals (as defined below),
                            Noteholders who tender their Notes prior to 5:00 p.m. (New York
                            City time) on 8 April 2009, unless extended by the Company
                            (such date and time, as the same may be extended, the
                            “Withdrawal Deadline”) will not be permitted to withdraw such
                            Notes after the Withdrawal Deadline. If the Fixed Price Option
                            is exercised, a Participating Holder who tendered its Notes prior
                            to the exercise of the Fixed Price Option at an Indicative Offer
                            Price above the Repurchase Price may withdraw that tender and
                            will be permitted to resubmit an offer at the Repurchase Price at
                            any time prior to the Expiration Date (the “Exempt
                            Withdrawals”).
                            Noteholders who tender their Notes after the Withdrawal
                            Deadline will not be permitted to withdraw such Notes, subject to
                            the limited circumstances described in “Procedures for
                            Participating in the Offer – Withdrawal of Tenders” and other
                            than the Exempt Withdrawals. The Company, in its sole
                            discretion, may extend the Withdrawal Deadline for any purpose,
                            including in order to permit the satisfaction or waiver of any or
                            all conditions to the Offer. See “Procedures for Participating in
                            the Offer – Withdrawal of Tenders”.
                            A Participating Holder holding its Notes through DTC may
                            withdraw the tender of its Notes prior to the Withdrawal
                            Deadline or in respect of an Exempt Withdrawal by submitting a
                            notice of withdrawal to the Tender Agent using ATOP
                            procedures and/or by complying with the other procedures
                            described in “Procedures for Participating in the Offer –
                            Withdrawal of Tenders”.
Conditions to the Offer:    Consummation of the Offer is conditional upon the satisfaction
                            or waiver of the conditions described under “Procedures for
                            Participating in the Offer – Conditions to the Offer”.
Procedures for Tendering:   To tender Notes, Noteholders must follow the procedures set
                            forth in “Procedures for Participating in the Offer”.
Taxation:                   A summary of certain tax consequences of the Offer is set forth
                            in “Tax Consequences”.




                                         9
Dealer Managers:   Citigroup Global Markets Limited and Deutsche Bank Securities
                   Inc. are the Dealer Managers for the Offer. Their addresses and
                   telephone numbers are listed on the last page of this Offer to
                   Purchase Memorandum.
Tender Agent:      Global Bondholder Services Corporation is the Tender Agent for
                   the Offer. The address and telephone number of Global
                   Bondholder Services Corporation are listed on the last page of
                   this Offer to Purchase Memorandum.




                               10
                      RISK FACTORS AND OTHER CONSIDERATIONS
Before making a decision with respect to the Offer, Noteholders should carefully consider, in addition
to the other information contained in this Offer to Purchase Memorandum, the following:
Uncertainty as to the Trading Market for Notes Not Repurchased. To the extent any tendered Notes
are accepted by the Company for repurchase pursuant to the Offer, the trading market for Notes that
remain outstanding may be significantly more limited and their liquidity may be significantly reduced.
Such remaining Notes may command a lower market price than would a comparable issue of debt
securities with greater market liquidity. A reduced market value may also make the trading price of
such Notes more volatile. As a result, the market price for Notes that remain outstanding after
completion of the Offer may be adversely affected by the Offer. None of the Company, the Dealer
Managers or the Tender Agent has any duty to make a market in the Notes not validly tendered and
repurchased in the Offer that remain outstanding.
Fixed Price Option. The Company may, in its sole discretion, modify the Offer by exercising the
Fixed Price Option. In the event that the Company exercises the Fixed Price Option, the Repurchase
Price will be freely selected by the Company and may be lower than the lowest price that would, as at
the time of the exercise of the Fixed Price Option, allow the Company to repurchase
U.S.$150,000,000 in principal amount of the Notes. In such a case, all Noteholders who submitted a
Non-Competitive Offer or an Indicative Offer Price at or below the Repurchase Price prior to the
exercise of the Fixed Price Option will have their Notes accepted for repurchase at the Repurchase
Price or the Late Tender Amount (as relevant), subject to possible proration, and will not be permitted
to withdraw their Notes after the Withdrawal Deadline. Under such circumstances, the Repurchase
Price received by such Noteholders could be less than such Noteholders would have received as a
result of the Auction Process had the Company not exercised the Fixed Price Option. In addition, the
Notes of such Noteholders could be subject to proration to an extent that would not have been the case
as a result of the Auction Process had the Company not elected the Fixed Price Option.
Blocking of Notes. When considering whether to tender Notes in the Offer, Noteholders should take
into account that restrictions on the transfer of the Notes by Noteholders will apply from the time of
such tender. A Noteholder will, on tendering Notes in the Offer, agree that the relevant Notes will be
blocked in the relevant account at the relevant Clearing System from the date the relevant tender of
Notes is made until the earlier of (i) the date on which the tender of the relevant Notes is withdrawn
(including their automatic revocation on the termination of the Offer) in accordance with the terms of
the Offer and (ii) the time of settlement on the Settlement Date.
Future Actions in Respect of the Notes. The Offer relates to up to U.S.$150,000,000 in aggregate
principal amount of the Notes. The Company reserves the right to take one or more future actions at
any time in respect of the Notes that remain outstanding after the consummation of the Offer. The
Company may purchase from time to time Notes, other than pursuant to the Offer, in the open market,
in privately negotiated transactions, through tender offers or otherwise. Any future purchase may be at
a price that is greater or less than the Repurchase Price and on terms that are more or less favourable
to holders of Notes than the terms of the Offer. Although none is currently contemplated, the
Company may wish to undertake one or more transactions in the future that could require consent of
the holders of the Notes under the terms and conditions of the Notes to amend one or more provisions
of the Notes, and any such consent solicitation could be accompanied by an offer to purchase Notes.
Any Notes purchased in the future by the Company and not cancelled will count towards the quorum
requirements for meetings of Noteholders and may be voted thereat by the Company.
Any future purchases by the Company will depend on various factors existing at that time. There can
be no assurance as to which, if any, of the foregoing alternatives (or combinations thereof) the
Company will choose to pursue in the future and when such alternatives might be pursued.




                                                  11
Responsibility for Complying with the Procedures of the Offer. Noteholders are responsible for
complying with all of the procedures for submitting a Tender Instruction (as defined below). None of
the Company, the Dealer Managers or the Tender Agent assumes any responsibility for informing
Noteholders of irregularities with respect to any Tender Instruction.
Under the Offer, all Tender Instructions delivered and not validly withdrawn by the Withdrawal
Deadline (other than the Exempt Withdrawals) will be irrevocable thereafter.
Compliance with Offer and Distribution Restrictions. Noteholders are referred to the offer and
distribution restrictions beginning on page 1 and the acknowledgements, representations, warranties
and undertakings beginning on page 24, which Noteholders will be deemed to make on tendering
Notes in the Offer. Non-compliance with these could result in, among other things, the unwinding of
trades and/or penalties.




                                                12
                                            THE OFFER
Background to and Rationale for the Offer
The purpose of the Offer is to reduce the Company’s overall indebtedness and future interest expense.
The Offer
Upon the terms and subject to the conditions set forth in this Offer to Purchase Memorandum, the
Company is offering to repurchase for cash up to U.S.$150,000,000 in principal amount of the Notes.
The Offer begins on the Launch Date and will expire on the Expiration Date, unless the period for the
Offer is extended, re-opened or amended or the Offer is earlier terminated, in each case as provided in
this Offer to Purchase Memorandum.
Auction Process
The Offer will consist of a modified Dutch auction procedure, as described herein (the “Auction
Process”), pursuant to which each Noteholder wishing to participate in the Offer (a “Participating
Holder”) must submit either:
(a)     a competitive offer (multiple competitive offers may be submitted by a Noteholder provided
        that the aggregate principal amount of the Notes that are the subject of these offers does not
        exceed the aggregate principal amount of the Notes held by such Noteholder) at a price
        denominated in U.S. dollars (an “Indicative Offer Price”) that specifies the minimum
        amount of cash (which shall be inclusive of the Early Tender Amount (as defined below))
        such Participating Holder wishes to receive in respect of each U.S.$1,000 in principal amount
        of Notes tendered. The Indicative Offer Price specified by a Participating Holder must be no
        less than U.S.$680 per U.S.$1,000 in principal amount of Notes (the “Minimum Offer
        Price”) and no greater than U.S.$750 per U.S.$1,000 in principal amount of Notes (the
        “Maximum Offer Price”) and any price above the Minimum Offer Price shall be in
        increments of U.S.$2.50 with any other amount rounded down to the nearest U.S.$2.50
        increment above the Minimum Offer Price. Submissions that specify an Indicative Offer Price
        that is below the Minimum Offer Price or above the Maximum Offer Price will be treated as
        invalid tenders; or
(b)     a non-competitive offer, which does not specify an Indicative Offer Price (a “Non-
        Competitive Offer”). A Participating Holder submitting a Non-Competitive Offer is
        agreeing, subject to that offer being accepted, to accept a Repurchase Price or, if the Non-
        Competitive Offer is submitted after the Early Tender Period, the Repurchase Price less the
        Early Tender Amount (as defined below), where the Repurchase Price may be equal to (but
        shall not be less than) the Minimum Offer Price.
Fixed Price Option
The Company may, in its sole discretion, elect to modify the Offer by announcing the Repurchase
Price at or around 9:00 a.m. (New York City time) on 9 April 2009 (the “Fixed Price Option”).
Following the exercise of the Fixed Price Option, tenders of Notes may only be made at the
Repurchase Price, and no Indicative Offer Prices or Non-Competitive Offers may be submitted
thereafter.
Repurchase Price
The Repurchase Price shall be the price for each U.S.$1,000 in principal amount of Notes tendered
and accepted in the Offer (which shall be inclusive of a payment of U.S.$30 for each U.S.$1,000 in
principal amount of Notes tendered and accepted in the Offer (the “Early Tender Amount”)) which
shall be:
(a)     if the Company does not exercise the Fixed Price Option:


                                                  13
        (i)      announced by the Company on the Business Day following the Expiration Date; and
        (ii)     the lowest price that will allow the Company to repurchase U.S.$150,000,000 (or
                 such lower amount in respect of which valid tenders have been received) in principal
                 amount of the Notes; or
(b)     if the Company exercises the Fixed Price Option:
        (i)      announced by the Company at or around 9:00 a.m. (New York City time) on 9 April
                 2009; and
        (ii)     freely selected by the Company, provided that the price may not be less than the
                 Minimum Offer Price,
        (in each case such price being the “Repurchase Price”).
If the Company does not exercise the Fixed Price Option, all Noteholders who submitted a Non-
Competitive Offer or an Indicative Offer Price at or below the Repurchase Price will have their Notes
accepted in the Offer and will receive the Repurchase Price or Late Tender Amount (as defined
below), as relevant, on the Settlement Date, subject to the procedures described in “— Proration”
below. Participating Holders who have submitted an Indicative Offer Price that is above the
Repurchase Price will not have their Notes accepted in the Offer.
If the Company exercises the Fixed Price Option, all Noteholders who submitted a Non-Competitive
Offer or an Indicative Offer Price at or below the Repurchase Price prior to the exercise of the Fixed
Price Option will have their Notes accepted in the Offer and will receive the Repurchase Price or Late
Tender Amount, as relevant, on the Settlement Date, subject to the procedures described in “—
Proration” below. Participating Holders who have tendered their Notes prior to exercise of the Fixed
Price Option at an Indicative Offer Price that is above the Repurchase Price will be permitted to
withdraw such tenders and resubmit their Notes at the Repurchase Price at any time prior to the
Expiration Date. Noteholders who did not tender their Notes prior to the exercise of the Fixed Price
Option will be able to tender their Notes at the Repurchase Price at any time prior to the Expiration
Date. Any Noteholders (i) resubmitting their Notes at the Repurchase Price after the expiry of the
Early Tender Period but prior to the Expiration Date or (ii) otherwise tendering their Notes after the
expiry of the Early Tender Period and prior to the Expiration Date will only be entitled to receive the
Late Tender Amount. Participating Holders who submitted an Indicative Offer Price that is above the
Repurchase Price and do not resubmit an offer at the Repurchase Price prior to the Expiration Date
will not have their Notes accepted in the Offer.
Consideration
Participating Holders who submit a Non-Competitive Offer or an Indicative Offer Price at or below
the Repurchase Price during the Early Tender Period and do not subsequently withdraw their tender
will receive an amount of cash equal to the Repurchase Price. Holders who tender Notes during the
Early Tender Period but whose Notes are subject to proration will receive the Repurchase Price only
with respect to Notes accepted for purchase, subject to the procedures described in “ – Proration”.
Participating Holders who (i) if the Fixed Price Option is not exercised, submit an Indicative Offer
Price at or below the Repurchase Price after the expiry of the Early Tender Period but before the
Expiration Date, (ii) if the Fixed Price Option is exercised, tender their Notes prior to the expiry of the
Early Tender Period at an Indicative Offer Price that is above the Repurchase Price, withdraw their
tender and resubmit their Notes at the Repurchase Price in accordance with the Fixed Price Option
before the Expiration Date or (iii) otherwise successfully tender their Notes after the expiry of the
Early Tender Period and before the Expiration Date, shall receive an amount of cash equal to the
Repurchase Price less the Early Tender Amount (the “Late Tender Amount”), subject to the
procedures described in “ – Proration”.




                                                    14
AS SUCH, NOTEHOLDERS WHO SUCCESSFULLY TENDER NOTES DURING THE EARLY
TENDER PERIOD WILL RECEIVE MORE CONSIDERATION THAN NOTEHOLDERS WHO
SUCCESSFULLY TENDER NOTES THEREAFTER.
Early Tender Period
The period beginning on 26 March 2009 (the “Launch Date”) and ending at 5:00 p.m. (New York
City time) on 8 April 2009 (the “Early Tender Period”). The Company, in its sole discretion, may
extend the Early Tender Period for any purpose, including in order to permit the satisfaction or waiver
of any or all conditions to the Offer.
Proration
If Participating Holders tender in aggregate more than U.S.$150,000,000 in principal amount of Notes
at or below the Repurchase Price, the Company will accept Notes for purchase as follows:
(a)     first, all Notes tendered by Participating Holders in respect of which a Non-Competitive Offer
        was submitted, subject to possible proration (the “First Priority Tenders”);
(b)     second, all Notes tendered by Participating Holders in respect of which (i) if the Fixed Price
        Option was not exercised, the Indicative Offer Price submitted was below the Repurchase
        Price or (ii) if the Fixed Price Option was exercised, the Indicative Offer Price submitted was
        at or below the Repurchase Price and such Notes were tendered prior to the exercise of the
        Fixed Price Option, subject to possible proration (the “Second Priority Tenders”); and
(c)     third, all Notes, other than the First Priority Tenders and the Second Priority Tenders,
        tendered by Participating Holders prior to the Expiration Date in respect of which the
        Indicative Offer Price submitted is, or the tender is otherwise made at, the Repurchase Price,
        subject to possible proration (the “Third Priority Tenders”).
Where proration applies, pro rata allocations will be calculated so that such Participating Holders will
receive either the Repurchase Price or Late Tender Amount, depending on whether the Notes were
tendered prior to or after the expiry of the Early Tender Period in relation to those Notes tendered by
it, in each case multiplied by the Proration Factor, where the “Proration Factor” is the fraction with a
numerator of U.S.$150,000,000 less the aggregate principal amount of all Notes accepted for purchase
in priority to such Notes (as set out above), and a denominator of the aggregate principal amount of
Notes tendered in the Offer that are the subject of such proration.
In relation to Notes subject to proration, the consideration set out above shall be deemed to be due
consideration in respect of a principal amount of Notes equal to the principal amount of Notes
tendered multiplied by the Proration Factor, and rounded up to the nearest multiple of U.S.$1,000. In
respect of the remaining principal amount of Notes tendered, such Participating Holders will be
deemed not to have tendered such Notes and such Notes will not be accepted in the Offer.
Accrued and Unpaid Interest
Holders of Notes accepted in the Offer will also receive a cash payment equal to the accrued and
unpaid interest (“Accrued Interest”) in respect of such Notes from, and including, the most recent
interest payment date to, but excluding, the Settlement Date.
Expiration Date and Settlement Date
The Offer will expire at 5:00 p.m. (New York City time) on 23 April 2009, unless extended by the
Company (such date and time, as the same may be extended, the “Expiration Date”). The Company,
in its sole discretion, may extend the Expiration Date for any purpose, including in order to permit the
satisfaction or waiver of any or all conditions to the Offer.
The Company will pay the Repurchase Price or the Late Tender Amount, as relevant, plus Accrued
Interest plus Accrued Interest in respect to the relevant Noteholders on the second Business Day


                                                  15
following the Expiration Date, or as soon as practicable thereafter (the “Settlement Date”). The
Settlement Date is expected to be 27 April 2009, unless the Expiration Date is extended hereunder.
Acceptance of Tenders and Payment for the Notes
The Company will at any time have the discretion to accept for repurchase any Notes tendered in the
Offer, the tender of which would otherwise be invalid or, in the sole opinion of the Company, may
otherwise be invalid.
The Company expressly reserves the right, in its sole discretion, to refuse or delay acceptance of
tenders of Notes in the Offer in order to comply with applicable laws. In all cases, the repurchase for
cash of Notes pursuant to the Offer will only be made after the Notes have been validly tendered in
accordance with the procedures described in “Procedures for Participating in the Offer” resulting in
the blocking of such Notes in the relevant account at the relevant Clearing System until the earlier of
(i) the date on which the tender of the relevant Notes is withdrawn (including their automatic
withdrawal on the termination of the Offer), in accordance with the terms of the Offer and (ii) the time
of settlement on the Settlement Date. See also “Risk Factors and Other Considerations”.
The failure of any person to receive a copy of this Offer to Purchase Memorandum or any notice
issued by the Company in connection with the Offer shall not invalidate any aspect of the Offer. No
acknowledgement of receipt of any documents will be given by the Company or the Tender Agent.
If the Notes validly tendered in the Offer are accepted for repurchase by the Company, the
Repurchase Price or the Late Tender Amount, as relevant, together with Accrued Interest for Notes
repurchased pursuant to the Offer will be paid on the Settlement Date in immediately available funds
by Global Bondholders Services Corporation, who will act as agent for the Company for the purpose
of receiving payments from or on behalf of the Company and transmitting such payments to the
Clearing Systems for payment to the cash accounts of the relevant Noteholders in the Clearing
Systems. See “Procedures for Participating in the Offer”. The deposit of such funds with Global
Bondholders Services Corporation will discharge the obligation of the Company in respect of the
Notes to which such funds relate. Each Noteholder must look to Global Bondholders Services
Corporation, the relevant Clearing System and/or any intermediate custodian, as the case may be, for
its share of the payment so made by the Company.
All payments in respect of Notes will be rounded down to the nearest U.S.$0.01, if necessary.
The Company may reject tenders of Notes which it considers in its sole discretion not to have been
validly tendered in the Offer and the Company is under no obligation to any relevant Noteholder to
furnish any reason or justification for refusing to accept such tenders. For example, tenders of Notes
may be rejected and not accepted and may be treated as not having been validly tendered in the
Offer if any such tender does not comply with the requirements of a particular jurisdiction.
Provided the Company makes or has caused to be made on its behalf a full payment of the Repurchase
Price or the Late Tender Amount, as relevant, and Accrued Interest payable to Global Bondholders
Services Corporation one Business Day before the Settlement Date, under no circumstances will any
additional interest be payable because of any delay in the transmission of funds from Global
Bondholders Services Corporation or the Clearing Systems or any other intermediary with respect to
such Notes.
Notes purchased pursuant to the Offer will be cancelled promptly after the completion of the Offer.
Tendering Noteholders will not be obligated to pay brokerage fees or commissions to the Dealer
Managers, the Tender Agent or the Company. Tendering Noteholders may be required to pay fees to
their own brokerage firm.




                                                  16
Announcements
Information about the Offer will be published in accordance with applicable law (i) by the issue of a
press release to a recognised financial news service or services (e.g. Reuters or Bloomberg), (ii) by
delivery of notices to the Clearing Systems for communication to Direct Participants, (iii) on the
relevant Reuters International Insider Screen and/or (iv) through the website of the Luxembourg Stock
Exchange (www.bourse.lu). In addition, in the event that the Expiration Date is extended, notice of
such extension will be published in the same manner.
Significant delays may be experienced in respect of notices delivered to the Clearing Systems, and
Noteholders are therefore urged to contact the Tender Agent for the relevant announcements during
the course of the Offer, the contact details for which are on the last page of this Offer to Purchase
Memorandum.
Withholding Tax
All payments of the Repurchase Price or the Late Tender Amount, as relevant, and Accrued Interest
will be made free and clear of and without deduction or withholding for or on account of any taxes,
duties, assessments or governmental charges of the Kingdom of Norway, save as required by law. If
any such withholding or deduction is so required, the Company shall (subject to certain exceptions)
pay such additional amounts as will result in the receipt by the Noteholders of such amounts as would
have been received by them had no such deduction or withholding been made or required to be made.
Business Day
As used in this Offer to Purchase Memorandum, “Business Day” means any day (other than a
Saturday or a Sunday) on which commercial banks and foreign exchange markets are open for
business in New York.




                                                 17
                    PROCEDURES FOR PARTICIPATING IN THE OFFER
Noteholders who need assistance with respect to the procedures for participating in the Offer should
contact the Tender Agent, the contact details for which are on the last page of this Offer to Purchase
Memorandum.
Summary of Action to be Taken
The Company will only accept tenders of Notes in the Offer by way of the submission by Noteholders
of valid electronic tender and blocking instructions (“Tender Instructions” and each a “Tender
Instruction”) in the form required by the Clearing Systems, in accordance with the procedures set out
in this section.
To tender Notes in the Offer a Noteholder should deliver, or arrange to have delivered on its behalf,
via the relevant Clearing System and in accordance with the requirements of such Clearing System, a
valid Tender Instruction which must be received in each case by the Tender Agent prior to the
Expiration Date.
Noteholders are advised to check with any bank, securities broker or other intermediary through
which they hold Notes whether such intermediary would require to receive instructions to participate
in or withdraw the Offer before the deadlines specified in this Offer to Purchase Memorandum. The
deadlines set by each Clearing System for the submission of Tender Instructions may also be
earlier than the relevant deadlines specified in this Offer to Purchase Memorandum.
Procedures for Tendering Notes
General
In order to participate in the Offer, Noteholders or the custodial entity or Direct Participant (as the
case may be) through which Noteholders hold their Notes must submit, at or prior to the Expiration
Date, the tender of their Notes in the applicable manner described below.
By submitting a tender with respect to Notes, Noteholders are deemed to make certain
acknowledgments, representations, warranties and undertakings to the Company, the Dealer Managers
and the Tender Agent as set forth under “—Noteholders’ Representations, Warranties and
Undertakings” below.
If any custodial entity submits an offer aggregating multiple instructions from Noteholders, such
custodial entity will be responsible for ensuring that any cash received are allocated to such
Noteholders’ accounts pursuant to the Offer.
It is the responsibility of Noteholders to validly tender their Notes. The Company has the right to
waive any defects. However, the Company is not required to waive defects and is not required to
notify a Noteholder of defects in their tender.
Any questions with respect to tendering Notes should be directed to the Tender Agent whose address
and telephone numbers are listed on the last page of this Offer to Purchase Memorandum.
Specification of Tender Price
All tenders submitted must specify the principal amount of Notes, in increments of U.S.$1,000, that
are being tendered at the relevant price.
Prior to exercise of the Fixed Price Option, or if the Fixed Price Option is not exercised, a
Participating Holder must submit either a competitive offer specifying an Indicative Offer Price or a
Non-Competitive Offer. See “The Offer – Auction Process”.
After the Company has exercised the Fixed Price Option, a Noteholder wishing to participate in the
Offer must submit a tender at the Repurchase Price.


                                                  18
Procedures for Tender of Notes held through DTC
Any Noteholder who holds Notes through DTC must arrange for a Direct Participant in DTC to
electronically transmit the Noteholder’s tender through DTC’s Automated Tender Offer Program
(“ATOP”), for which the transaction will be eligible. Accordingly, a DTC participant whose name
appears on the security position listing as the holder or the Notes must electronically transmit its
submission of an offer by causing DTC to irrevocably transfer Notes in the participant’s account to
the Tender Agent’s account at DTC in accordance with ATOP procedures for such a transfer. DTC
will then send an agent’s message (as hereinafter defined) to the Tender Agent.
An “agent’s message” is a message, transmitted by DTC, received by the Tender Agent and forming
part of the book-entry confirmation, which states that DTC has received an express acknowledgement
from the tendering participant that such participant has received this Offer to Purchase Memorandum
and agrees to be bound by the terms of the Offer and that the Company may enforce such agreement
against such participant.
Although transfer of the Notes to the Tender Agent’s account at DTC may be effected through
book-entry at DTC, an agent’s message must be transmitted by DTC and received by the tender agent
on or prior to the Expiration Date in order to validly tender Notes pursuant to this Offer. DTC
participants who wish to submit an Indicative Offer Price in the Auction Process must use the “bid
price” line in DTC’s ATOP system to quote such Indicative Offer Price.
The Company has not provided guaranteed delivery procedures in conjunction with the Offer or under
this Offer to Purchase Memorandum or other offer materials provided therewith. Noteholders who
intend to tender their Notes on the Expiration Date should allow sufficient time for completion of the
ATOP procedures during the normal business hours of DTC on such date.
All tenders through DTC must be submitted through DTC’s ATOP system in accordance with
the deadlines and procedures established by DTC and an agent’s message with respect to any
tender must be received by the Tender Agent prior to the Expiration Date.
There are no letters of transmittal for the Offer. Holders who hold Notes through DTC must tender
Notes through DTC's ATOP procedures.
Procedures for Tender of Notes held through Euroclear and Clearstream
Any Noteholder who holds Notes through Euroclear or Clearstream must arrange for a Direct
Participant in Euroclear or Clearstream to deliver the Noteholder’s tender, which includes Note
Instructions (as defined below), to Euroclear or Clearstream prior to the Expiration Date. Only a
Direct Participant in Euroclear or Clearstream may submit a tender to Euroclear or Clearstream.
“Note Instructions” means:
(a)     irrevocable instructions to:
        (i)     block any attempt to transfer the Noteholder’s Notes on or prior to the Settlement
                Date; and
        (ii)    debit the Noteholder’s account on the Settlement Date in respect of all of the Notes
                that such Noteholder has tendered, or in respect of such lesser portion of such Notes
                as are accepted pursuant to the Offer, upon receipt of an instruction from the Tender
                Agent,
        subject in each case to the automatic withdrawal of the irrevocable instructions in the event
        that the Offer is terminated by the Company prior to the Expiration Date, as notified to
        Euroclear or Clearstream by the Tender Agent; and
(b)     authorisation to disclose the name of the direct account holder, the name of the beneficial
        owner and information about the foregoing instructions.


                                                 19
By participating in the Offer in this manner, Noteholders will be deemed to have acknowledged that
they have received this Offer to Purchase Memorandum and agree to be bound by the terms of the
Offer and that the Company may enforce such agreement against such Noteholders.
Tenders, which includes the relevant Note Instructions, must be delivered and received by
Euroclear or Clearstream in accordance with the procedures, and on or prior to the deadlines,
established by them. Noteholders are responsible for informing themselves of those deadlines
and for arranging the due and timely delivery of Note Instructions to Euroclear or Clearstream.
Noteholders should note that Euroclear and Clearstream may require that action be taken a day or
more prior to the Expiration Date in order to cause such Notes to be tendered through DTC.
Determination of Validity
All questions as to the validity, form, eligibility (including time of receipt) and acceptance for
purchase of any tendered Notes pursuant to any of the procedures described above, and the form and
validity (including time of receipt of notices of withdrawal) of all documents, will be determined by
the Company in its sole discretion, which determination will be final and binding. The Company
reserves the absolute right to reject any or all tenders of any Notes determined by it not to be in proper
form, or if the acceptance of or purchase of, such Notes may, in the opinion of its counsel, be
unlawful. The Company also reserves the right to waive any conditions to the Offer that it is legally
permitted to waive. If the Company waives its rights to reject a defective tender of Notes, subject to
the other terms and conditions set forth in this Offer to Purchase Memorandum, the Noteholder will
be entitled to receive the relevant cash consideration.
Tenders will not be deemed to have been validly made until all defects or irregularities in such tender
have been cured or waived. All questions as to the form and validity (including time of receipt) of
any delivery will be determined by the Company in its sole discretion, which determination shall be
final and binding. None of the Company, the Tender Agent or any other person or entity is under any
duty to give notification of any defects or irregularities in any tender or withdrawal of any Notes, or
will incur any liability for failure to give any such notification. Noteholders must send all materials
relating to their tender to the Tender Agent and not to the Company or any Dealer Manager.
Withdrawal of Tenders
Other than the Exempt Withdrawals (as defined below), Noteholders who tender their Notes prior to
5:00 p.m. (New York City time) on 8 April 2009, unless extended by the Company (such date and
time, as the same may be extended, the “Withdrawal Deadline”) will not be permitted to withdraw
such Notes after the Withdrawal Deadline. If the Fixed Price Option is exercised, a Participating
Holder who tendered its Notes prior to the exercise of the Fixed Price Option at an Indicative Offer
Price above the Repurchase Price may withdraw that tender and will be permitted to resubmit an offer
at the Repurchase Price at any time prior to the Expiration Date (the “Exempt Withdrawals”).
Noteholders who tender their Notes after the Withdrawal Deadline will not be permitted to withdraw
such Notes, subject to the limited circumstances described in “Procedures for Participating in the
Offer – Withdrawal of Tenders” and other than the Exempt Withdrawals. The Company, in its sole
discretion, may extend the Withdrawal Deadline for any purpose, including in order to permit the
satisfaction or waiver of any or all conditions to the Offer. See “Procedures for Participating in the
Offer – Withdrawal of Tenders”.
A Participating Holder holding its Notes through DTC may withdraw the tender of its Notes prior to
the Withdrawal Deadline or in respect of an Exempt Withdrawal by submitting a notice of withdrawal
to the Tender Agent using ATOP procedures and/or by complying with the other procedures
described in “Procedures for Participating in the Offer –Withdrawal of Tenders”.
Subject to applicable regulations of the U.S. Securities and Exchange Commission, if, for any reason
whatsoever, the purchase of any Notes tendered pursuant to the Offer is delayed (whether before or
after the purchase of any Notes by the Company) or the Company extends the Offer, or is unable to

                                                   20
accept for purchase the Notes tendered pursuant to the Offer, the Company may instruct the Tender
Agent to retain tendered Notes, and those Notes may not be withdrawn, except to the extent that
Noteholders are entitled to the withdrawal rights set forth herein.
Noteholders may withdraw tendered Notes by delivering a written notice of withdrawal subject to the
limitations described herein. To be effective, a properly transmitted request via the applicable
Clearing Systems must:
●       be received by the Tender Agent at the address specified on the last page of this Offer to
        Purchase Memorandum prior to the Withdrawal Deadline (or, in the case of an Exempt
        Withdrawal, prior to the Expiration Date);
●       specify the name of the holder of the Notes to be withdrawn;
●       contain the description of the Notes to be withdrawn, the number of the account at the
        applicable Clearing System from which the Notes were tendered and the aggregate principal
        amount represented by such Notes; and
●       be accompanied by documents of transfer sufficient to allow the transfer of the Notes into the
        name of the person withdrawing the Notes.
If the Notes to be withdrawn have been delivered or otherwise identified to the Tender Agent, a
signed notice of withdrawal is effective immediately upon receipt by the Tender Agent of written or
facsimile transmission of the notice of withdrawal (or receipt of a request via one of the Clearing
Systems) even if physical release is not yet effected. A withdrawal of Notes can only be
accomplished in accordance with the foregoing procedures.
If a Noteholder withdraws Notes, it will have the right to re-tender them prior to the Expiration Date
in accordance with the procedures described above for tendering outstanding Notes. If the Company
amends or modifies the terms of the Offer or the information concerning the Offer in a manner
determined by the Company to constitute a material change to the Noteholders, the Company will
disseminate additional offer materials and extend the period of the Offer or including any withdrawal
rights, to the extent required by law and as the Company determines necessary. An extension of the
Early Tender Period or Expiration Date will not affect a Noteholder’s withdrawal rights, unless
otherwise provided or as required by applicable law.
Conditions to the Offer
Notwithstanding any other provisions of the Offer, the Company will not be required to accept for
purchase or to purchase Notes validly tendered (and not validly withdrawn) pursuant to the Offer, and
may terminate, amend or extend the Offer or delay or refrain from accepting for purchase, or
purchasing, the Notes or transferring any offer consideration, if any of the following shall occur:
●       there shall have been instituted or threatened or be pending any action, proceeding or
        investigation (whether formal or informal) (or there shall have been any material adverse
        development to any action or proceeding currently instituted, threatened or pending) before or
        by any court, governmental, regulatory or administrative agency or instrumentality, or by any
        other person, in connection with the Offer that, in the sole judgment of the Company, either
        (a) is, or is reasonably likely to be, materially adverse to its business, operations, properties,
        condition (financial or otherwise), income, assets, liabilities or prospects, (b) would or might
        prohibit, prevent, restrict or delay consummation of the Offer, or (c) would materially impair
        the contemplated benefits of the Offer to the Company or be material to holders in deciding
        whether to accept the Offer;
●       an order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall
        have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by
        any court or governmental, regulatory or administrative agency or instrumentality that, in the
        sole judgment of the Company, either (a) would or might prohibit, prevent, restrict or delay


                                                   21
        consummation of the Offer or (b) is, or is reasonably likely to be, materially adverse to the
        business, operations, properties, condition (financial or otherwise), assets, liabilities or
        prospects of the Company;
●       there shall have occurred or be likely to occur any event or condition affecting the Company
        or its affiliates’ business or financial affairs and its subsidiaries that, in the sole judgment of
        the Company, either (a) would or might prohibit, prevent, restrict or delay consummation of
        the Offer or (b) is, or is reasonably likely to be, materially adverse to the business, operations,
        properties, condition (financial or otherwise), assets, liabilities or prospects of the Company;
        or
●       there shall have occurred (a) any general suspension of, or limitation on prices for, trading in
        securities in the major securities or financial markets, (b) any significant adverse change in
        the price of the Notes, (c) a material impairment in the general trading market for debt
        securities, (d) a declaration of a banking moratorium or any suspension of payments in respect
        to banks in the major financial markets, (e) any limitation (whether or not mandatory) by any
        government or governmental, administrative or regulatory authority or agency, domestic or
        foreign, or other event that, in the reasonable judgment of the Company, might affect the
        extension of credit by banks or other lending institutions, (f) a commencement of a war,
        armed hostilities, terrorist acts or other national or international calamity directly or indirectly
        involving Norway or (g) in the case of any of the foregoing existing on the Launch Date, a
        material acceleration or worsening thereof.
In addition, the Company’s obligation to transfer any consideration is conditional upon its acceptance
of Notes for repurchase pursuant to the Offer.
These conditions are for the benefit of the Company and may be asserted by it or may be waived by it,
including any action or inaction by the Company giving rise to any condition, in whole or in part, at
any time and from time to time, in the sole discretion of the Company. The Company may
additionally terminate the Offer if any condition is not satisfied on or after the Expiration Date.
Under the Offer, if any of the conditions are not satisfied and are not waived by the Company, subject
to the termination rights described above, the Company may (i) return Notes tendered thereunder to
Noteholders, (ii) extend the Offer and retain all Notes tendered thereunder until the expiration of such
extended offer or (iii) amend the Offer in any respect by giving oral or written notice of such
amendment to the Tender Agent and making public disclosure of such amendment to the extent
required by law.
The Company has not made a decision as to what circumstances would lead it to waive any such
condition, and any such waiver would depend on circumstances prevailing at the time of such waiver.
Although the Company has no present plans or arrangements to do so, it reserves the right to amend,
at any time, the terms of the Offer. The Company will give Noteholders notice of such amendments
as may be required by applicable law.
Noteholders’ Representations, Warranties and Undertakings
By submitting an offer with respect to Notes and thereby offering them for purchase pursuant to the
Offer, a Noteholder is deemed to acknowledge, represent, warrant and undertake to the Company, the
Dealer Managers and the Tender Agent that, as of the time of submission of its offer and on the
Settlement Date, such Noteholder:
1.      has received and reviewed this Offer to Purchase Memorandum;
2.      understands that an offer of Notes for purchase pursuant to any of the procedures set forth in
        the Offer to Purchase Memorandum will constitute its acceptance of the terms and conditions
        of the Offer;
3.      upon the terms and subject to the conditions of the Offer, irrevocably accepts the Offer in
        respect of the principal amount of Notes that it is offering for purchase and accrued interest to

                                                    22
     the Settlement Date and, subject to and effective upon purchase of the Notes on the
     Settlement Date, it sells, assigns and transfers to, or to the order of, the Company all right,
     title and interest in and to all of the Notes tendered by such holder;
4.   has full power and authority to offer Notes for purchase pursuant to the Offer and sell, assign
     and transfer the Notes offered, and that, if such Notes are accepted for purchase by the
     Company on the Settlement Date, the Company will acquire good and marketable title
     thereto, free and clear of all liens, charges, claims, interests, rights of third parties,
     encumbrances and restrictions of any kind and such Notes will not be subject to any adverse
     claim or right; and that it will, upon request, execute and deliver additional documents and/or
     do such other things deemed by the Tender Agent or by the Company to be necessary or
     desirable to complete the sale, assignment and transfer of the Notes offered for purchase or to
     evidence such power and authority;
5.   irrevocably appoints the Tender Agent as its true and lawful agent and attorney-in-fact (with
     full knowledge that the Tender Agent also acts as agent of the Company) with respect to the
     Notes tendered for purchase, with full powers of substitution (such power of attorney being
     deemed to be an irrevocable power of attorney coupled with an interest) to (i) transfer
     ownership of such Notes on the accounts maintained by DTC, Euroclear or Clearstream (as
     the case may be), together with all accompanying evidences of transfer and authenticity, to or
     to the order of the Company, (ii) present such Notes for transfer of ownership on the relevant
     security register and (iii) receive all benefits and otherwise exercise all rights of beneficial
     ownership of such Notes (except that the Tender Agent will have no rights to or control over,
     our funds, except as agent of the Company, for the offer consideration for any tendered Notes
     that are repurchased by the Company), all in accordance with the terms and conditions of the
     Offer as described in this Offer to Purchase Memorandum;
6.   agrees that all authority conferred or agreed to be conferred pursuant to the submission of its
     offer and every obligation of the Noteholder shall be binding upon the successors, assigns,
     heirs, executors, administrators, trustees in bankruptcy and legal representatives of such
     Noteholder and shall not be affected by, and shall survive, the death or incapacity of the
     Noteholder;
7.   understands that acceptance by the Company for purchase of Notes offered pursuant to any of
     the procedures described in this Offer to Purchase Memorandum will constitute a binding
     agreement between such Noteholder and the Company in accordance with the terms and
     subject to the conditions of the Offer;
8.   if such holder is offering Notes for purchase held through Euroclear or Clearstream:
     (a)     has delivered Note Instructions with respect to those Notes to Euroclear or
             Clearstream, as appropriate, by the deadline specified in this Offer to Purchase
             Memorandum;
     (b)     has irrevocably authorised Euroclear or Clearstream, as appropriate, in accordance
             with their procedures and deadlines, to:
             (i)     block any attempt to transfer such Notes; and
             (ii)    disclose the name of the direct account holder, the name of the beneficial
                     owner and information about the foregoing instructions with respect to such
                     Notes; and
     (c)     understands that the deadline for instructions is the Expiration Date, and that any
             instructions submitted have been submitted prior to such deadline;




                                               23
9.    if such holder is offering Notes for purchase held through DTC:
      (a)     will ensure that such Notes are, at the time the Offer is made, and will continue to be,
              until the time of settlement on the Settlement Date, held by it at DTC;
      (b)     will submit its offer to DTC by the deadline specified in the Offer, by causing DTC to
              irrevocably transfer such Noteholder’s Notes to the Tender Agent’s account at DTC
              in accordance with DTC’s ATOP procedures for such a transfer;
      (c)     will ensure that the Tender Agent has received by the deadline specified in the Offer
              an agent’s message from DTC acknowledging that such Noteholder has received and
              agrees to be bound by the terms of the Offer and that the Company may enforce such
              agreement against such Noteholder; and
      (d)     understands that the deadline for instructions is the Expiration Date, and that any
              instructions submitted have to be submitted prior to such deadline;
10.   understands that the Offer may be withdrawn at any time at or prior to the Expiration Date in
      accordance with the terms of this Offer to Purchase Memorandum and that, in the event of a
      termination of the Offer, the Tender Instructions with respect to such Notes will be released,
      and the relevant Notes will be returned to the Noteholder;
11.   understands that valid offers (or defective offers with respect to which the Company has
      waived, or has caused to be waived, such defect) will be deemed to have been accepted by the
      Company if, as and when the Company gives oral or written notice thereof to the Tender
      Agent;
12.   agrees that accrued but unpaid interest to be paid by the Company on the Settlement Date
      pursuant to the Offer shall be paid on the Settlement Date notwithstanding any other
      provision of the Notes;
13.   will, upon request, execute and deliver any additional documents deemed by the Tender
      Agent or the Company to be necessary or desirable to complete the sale, assignment and
      transfer of the Notes offered for purchase thereby;
14.   agrees that none of the Company, the Dealer Managers or the Tender Agent will bear any
      responsibility for the pro rata distribution of cash to beneficial owners in the event that the
      relevant instructions submitted were aggregated with other instructions of the same or other
      beneficial owners of the Notes;
15.   acknowledges that the Company, the Dealer Managers and others will rely upon the truth and
      accuracy of the foregoing acknowledgments, representations and agreements; and
16.   shall indemnify the Company, the Dealer Managers and the Tender Agent against all and any
      losses, costs, claims, liabilities, expenses, charges, actions or demands which any of them
      may incur or which may be made against any of them as a result of any breach of any of the
      terms of, or any of the representations, warranties and/or undertakings given pursuant to, the
      Offer (including any acceptance thereof) by any such Noteholder.




                                                24
                                      TAX CONSEQUENCES
IN VIEW OF THE NUMBER OF DIFFERENT JURISDICTIONS WHERE TAX LAWS MAY
APPLY TO A HOLDER OR TO A BENEFICIAL OWNER OF THE NOTES, THIS OFFER TO
PURCHASE MEMORANDUM DOES NOT DISCUSS THE TAX CONSEQUENCES OF THIS
OFFER UNDER THE LAWS OF SUCH JURISDICTIONS AS MAY BE APPLICABLE TO
HOLDERS OR BENEFICIAL OWNERS. HOLDERS AND BENEFICIAL OWNERS ARE URGED
TO CONSULT THEIR OWN PROFESSIONAL ADVISORS REGARDING THE POSSIBLE TAX
CONSEQUENCES, UNDER THE LAWS OF THE JURISDICTIONS THAT APPLY TO THEM,
OF THIS OFFER, INCLUDING IN RELATION TO THE SALE OF THEIR NOTES AND THEIR
RECEIPT OF ACCRUED INTEREST. HOLDERS AND BENEFICIAL OWNERS ARE LIABLE
FOR THEIR OWN TAXES AND HAVE NO RECOURSE TO THE COMPANY, THE DEALER
MANAGERS OR THE TENDER AGENT WITH RESPECT TO TAXES ARISING IN
CONNECTION WITH THE OFFER.
Certain U.S. Federal Income Tax Considerations
The following summary describes certain material U.S. federal income tax considerations to U.S.
Holders (defined below) of the Notes with respect to the consummation of the Offer. The summary
does not discuss all aspects of U.S. federal income taxation that may be relevant to U.S. Holders in
light of their individual circumstances and does not address special considerations that may be
relevant to taxpayers subject to special treatment under U.S. federal income tax law, such as brokers,
dealers in securities or currencies, banks and other financial institutions, individual retirement and
other tax-deferred accounts, tax-exempt entities, insurance companies, partnerships or other pass-
through entities, persons holding Notes as a part of a hedging, integrated, conversion or constructive
sale transaction or a straddle, traders in securities that elect to use a mark-to-market method of
accounting for their securities holdings, U.S. Holders who have a functional currency other than the
U.S. Dollar, and persons subject to the alternative minimum tax. In addition, this summary does not
discuss any foreign, state or local tax consequences.
This discussion is based on current provisions of the Internal Revenue Code of 1986, as amended, and
Treasury regulations, rulings and judicial decisions, all of which are subject to change (possibly with
retroactive effect).
No ruling has been or will be sought from the Internal Revenue Service (the “IRS”) by the Company
regarding any tax consequences relating to the matters discussed herein. Consequently, no assurance
can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any
of those summarized below.
This summary of certain U.S. federal income tax consequences is for general information only and is
not tax advice for any particular Holder. Holders should consult their own tax advisors concerning the
U.S. federal income tax consequences of tendering Notes in light of their particular situations, as well
as any consequences with respect to tendering Notes arising under the U.S. federal estate or gift tax
laws or the laws of any state, local, foreign or other taxing jurisdiction.
As used herein, a “U.S. Holder” means a beneficial owner of a Note that is for U.S. federal income
tax purposes:
        (1)     an individual who is a citizen or resident of the United States;
        (2)     a corporation (or other entity treated as a corporation for U.S. federal income tax
                purposes) created or organized in or under the laws of the United States, any state
                thereof or the District of Columbia;
        (3)     an estate, the income of which, is subject to U.S. federal income taxation regardless
                of its source; or




                                                   25
        (4)     a trust if it (i) is subject to the primary supervision of a court within the United States
                and one or more U.S. persons have the authority to control all substantial business
                decisions of the trust, or (ii) has a valid election in effect under applicable Treasury
                regulations to be treated as a U.S. person.
If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) holds
Notes, the tax treatment of a partner will generally depend upon the status of the partner and the
activities of the partnership. If you are a partnership or a partner in a partnership holding Notes, you
should consult your tax advisor.
To ensure compliance with the Internal Revenue Service Circular 230 disclosure requirements,
you are informed that the United States federal tax advice contained herein (i) is written in
connection with the promotion or marketing of the transactions addressed herein, and (ii) is not
intended or written to be used, and cannot be used by any taxpayer, for the purpose of avoiding
U.S. tax penalties. Each taxpayer should seek advice based on the taxpayer's particular
circumstances from an independent tax advisor.
Treatment of Tendering U.S. Holders
In general, a U.S. Holder who sells a Note pursuant to the Offer (a “Tendering U.S. Holder”) will
recognize gain or loss on the sale of a Note in an amount equal to the difference between the amount
realized on such sale (excluding amounts received in respect of accrued but unpaid interest, which
will be taxable as ordinary interest income to the extent not previously included in income) and the
adjusted tax basis of the Note. A U.S. Holder's basis in a Note will generally be its U.S. dollar cost for
the Note, increased by any market discount previously included in income with respect to the Notes,
and reduced by any amortizable bond premium applied to reduce interest on the Notes.
Subject to the market discount rules, a Tendering U.S. Holder's gain or loss recognized generally will
constitute capital gain or loss, which will be long-term capital gain or loss if the Tendering U.S.
Holder's holding period for the Notes is more than one year. Long-term capital gains of certain
noncorporate taxpayers (including individuals) are eligible for reduced rates of taxation. The
deductibility of capital losses is subject to limitations. Gain or loss will be computed separately for
each Note sold by a Tendering U.S. Holder and such gain or loss generally will be from U.S. sources
for foreign tax credit limitation purposes.
In the case of a Tendering U.S. Holder who acquired the Notes at a market discount after their
original issuance (unless the amount of such market discount was a “de minimis” amount), any gain
recognized upon the sale of the Notes will represent ordinary income to the extent of the market
discount that accrued during the period the Tendering U.S. Holder held the Notes, unless the
Tendering U.S. Holder previously had elected to include such market discount in income as it
accrued. Market discount generally equals the excess of the stated redemption price at maturity of a
Note over the U.S. Holder's initial tax basis in the Note.
Cash Payment of Accrued Interest on Notes
The cash payment equal to the accrued interest in respect of Notes accepted in the Offer will be
taxable as ordinary interest income in accordance with such Tendering U.S. Holder’s usual method of
accounting for federal income tax purposes.
Information Reporting and Backup Withholding Tax
Payments of the amounts received in exchange for the tendered Notes by a U.S. paying agent or other
intermediary will be reported to the IRS as may be required under applicable U.S. Treasury
Regulations. Backup withholding may apply to these payments if a U.S. Holder fails to furnish an
accurate taxpayer identification number to the applicable withholding agent, or fails to establish an
exemption from the information reporting requirement; the IRS notifies the applicable withholding
agent that the taxpayer identification number furnished by the U.S. Holder is incorrect; or the IRS
informs the applicable withholding agent that it is required to backup withhold. Certain U.S. Holders

                                                   26
(including, among others, corporations) are not subject to information reporting and backup
withholding but may have to provide evidence of their exemption therefrom.
Backup withholding is not an additional tax. The amount of any backup withholding from a payment
to a U.S. Holder will be allowed as a credit against such holder's U.S. federal income tax liability and
may entitle such holder to a refund, provided that the required information is timely furnished to the
IRS. U.S. Holders should consult their own tax advisors regarding the application of the information
reporting and backup withholding rules.
EU Directive on the Taxation of Savings Income
Under EC Council Directive 2003/48/EC on the taxation of savings income, Member States are
required, from July 1, 2005 to provide to the tax authorities of another Member State details of
payments of interest (or similar income) paid by a person within its jurisdiction to an individual
resident in that other Member State. However, for a transitional period, Belgium, Luxembourg and
Austria are required (unless during that period they elect otherwise) to operate a withholding system
in relation to such payments (the ending of such transitional period being dependent upon the
conclusion of certain other agreements relating to information exchange with certain other countries).
A number of non-EU countries and territories including Switzerland have agreed to adopt similar
measures (a withholding system in the case of Switzerland) with effect from the same date.
Holders should consult their own tax advisors regarding tax consequences of participating in
the Offer in light of their particular circumstances under tax laws applicable in the EU, U.S.
and other jurisdictions.




                                                  27
                              AMENDMENT AND TERMINATION
Notwithstanding any other provision of the Offer, the Company may, subject to applicable laws, at its
option and in its sole discretion, at any time before any acceptance by the Company of Notes tendered
in the Offer:
(a)     extend or otherwise amend the Offer in any respect (including, but not limited to, any
        amendment in relation to the Repurchase Price, Expiration Date and/or Settlement Date
        whereupon all references to those concepts in the offer documentation shall be deemed to be
        references to those concepts as so amended);
(b)     delay acceptance or, subject to applicable law, repurchase of Notes tendered in the Offer until
        satisfaction or waiver of the conditions to the Offer, even if the Offer has expired; or
(c)     terminate the Offer, including with respect to Tender Instructions submitted before the time of
        such termination.
The Company also reserves the right at any time to waive any or all of the conditions of the Offer as
set out in this Offer to Purchase Memorandum.
The Company will ensure Noteholders are notified of any such extension, amendment or termination
as soon as is reasonably practicable after the relevant decision is made by the issue of a press release
and by way of a notice delivered to the Clearing Systems for communication to Direct Participants.




                                                  28
                         DEALER MANAGERS AND TENDER AGENT
In connection with the Offer, the Company has retained Citigroup Global Markets Limited and
Deutsche Bank Securities Inc. to act as the Dealer Managers and Global Bondholder Services
Corporation to act as Tender Agent, each of which will receive customary fees for its services. The
Company has agreed to reimburse each of the Dealer Managers and the Tender Agent for its
respective out-of-pocket expenses and to indemnify it against certain liabilities, including liabilities
under federal securities laws, and to contribute to payments that it may be required to make in respect
thereof. No fees or commissions have been or will be paid by the Company to any broker, dealer or
other person, other than the Dealer Managers and the Tender Agent, in connection with the Offer.
Any holder that has questions concerning the terms of the Offer may contact the Dealer Managers at
their addresses and telephone numbers set forth on the last page of this Offer to Purchase
Memorandum. Questions and requests for assistance or additional copies of this Offer to Purchase
Memorandum may be directed to the Tender Agent at its address and telephone numbers set forth on
the last page of this Offer to Purchase Memorandum.
Noteholders may also contact their broker, dealer, custodian bank, depository, trust company or other
nominee for assistance concerning the Offer.
All correspondence in connection with the Offer should be sent or delivered to the Tender Agent at its
address or to the facsimile number set forth on the last page of this Offer to Purchase Memorandum.
Any holder or beneficial owner of Notes that has questions concerning tender procedures should also
contact the Tender Agent.
The Dealer Managers may contact holders of Notes regarding the Offer and may request brokers,
dealers, custodian banks, depositaries, trust companies and other nominees to forward this Offer to
Purchase Memorandum and related materials to beneficial owners of Notes. With respect to
jurisdictions located outside of the United States, the Offer may be conducted through affiliates of the
Dealer Managers that are registered and/or licensed to conduct the Offer in such jurisdictions. The
customary mailing and handling expenses incurred by forwarding material to their customers will be
paid by the Company.
The Dealer Managers and their affiliates have from time to time provided certain commercial
banking, financial advisory and investment banking services to the Company and its affiliates for
which they have received customary fees. In the ordinary course of their businesses, the Dealer
Managers or their respective affiliates may at any time hold long or short positions, and may trade for
their own accounts or the accounts of customers, in the debt or equity securities of the Company,
including any of the Notes and, to the extent that the Dealer Managers or their respective affiliates
own Notes during the Offer, they may tender such Notes pursuant to the terms of the Offer. The
Dealer Managers and their affiliates may from time to time in the future engage in future transactions
with the Company and its affiliates and provide services to the Company and its affiliates in the
ordinary course of their respective businesses. In addition, the Dealer Managers and/or their affiliates
serve as agents and lenders under certain existing credit facilities.
Neither the Dealer Managers nor the Tender Agent assumes any responsibility for the accuracy or
completeness of the information concerning the Company contained in this Offer to Purchase
Memorandum or for any failure by the Company to disclose events that may have occurred and may
affect the significance or accuracy of such information.




                                                  29
                                          The Company:
                                   Norske Skogindustrier ASA
                                        Oksenøyveien 80
                                          P.O. Box 329
                                        N-1326, Lysaker
                                            Norway


  Questions and requests for assistance may be directed to the Dealer Managers at their respective
                          addresses or telephone numbers set forth below.
                              The Dealer Managers for the Offer are:
    Citigroup Global Markets Limited                       Deutsche Bank Securities Inc.
                Citigroup Center                                     60 Wall Street
                 Canada Square                                          New York
                 Canary Wharf                                      New York 10005
                London E14 5LB                                 United States of America
                United Kingdom                            Attn: Liability Management Group
     Attn: Liability Management Group                         Toll free: (866) 627 0391
           Toll free: (800) 558 3745                           Collect: (212) 250 2955
            Collect: (212) 723 6106                        London: +44 (0) 20 7545 8011
         London: +44 (0) 20 7986 8969                    Email: liabilitymanagement@db.com
 Email: liabilitymanagement.europe@citi.com

 Additional copies of this Offer to Purchase Memorandum may be obtained from the Tender Agent.
Noteholders may also contact their broker, dealer, commercial bank, trust company or other nominee
                                  for assistance concerning the Offer.
                                 The Tender Agent for the Offer is:
                            Global Bondholder Services Corporation
                              Global Bondholder Services Corporation
                                     65 Broadway –Suite 723
                                   New York, New York 10006
                                     United States of America
                                     Attn: Corporate Actions
                              Banks and Brokers call: (212) 430-3774
                                     Toll free: (866) 873-7700

				
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Description: Memorandum of Offer to Purchase document sample