Republic of France. Each Dealer represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, Covered Bonds to the public in France (other than to qualified investors as defined below), and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France (other than to qualified investors as defined below), the Prospectus, the applicable Final Terms and Pricing Supplement or any other offering material relating to the Covered Bonds, and that such offers, sales and distributions have been and will be made in France pursuant to Article L. 411-2 1° of the French Code monétaire et financier only to qualified investors (investisseurs qualifiés), other than individuals, as defined in Article 2 of the EU Prospectus Regulation and Article L.411-2 of the French Code monétaire et financier. The offering of the Covered Bonds has not been registered pursuant to Italian securities legislation and, accordingly, the Covered Bonds may not be offered, sold or delivered, and will not be offered, sold or delivered, nor may copies of the Prospectus or any other document relating to the Covered Bonds be distributed in Italy except:
Republic of France. Each Dealer represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, Covered Bonds to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Base Prospectus, the applicable Final Terms or any other offering material relating to the Covered Bonds, and that such offers, sales and distributions have been and will be made in France only to
Republic of France. (a) the Offering Circular is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers) in France within the meaning of Article L. 411-1 of the French Monetary and Financial Code (Code monétaire et financier) and Articles 211-1 et seq. of the General Regulation of the French Autorité des Marchés Financiers ("AMF");
(b) the Notes have not been offered, sold or distributed and will not be offered, sold or distributed, directly or indirectly, to the public in France. Such offers, sales and distributions have been and shall only be made in France (i) to qualified investors (investisseurs qualifiés) acting for their own account and/or (ii) to persons providing portfolio management investment service for third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers), each as defined in and in accordance with Articles L. 411-2-II, D. 411-1, D. 321-1, D. 744-1, D. 754-1 and D. 764-1 of the French Monetary and Financial Code and any implementing regulation and/or (iii) in a transaction that, in accordance with Article L. 411-2-I of the French Monetary and Financial Code and Article 211-2 of the General Regulation of the AMF, does not constitute a public offering of financial securities;
(c) investors in France are informed that the subsequent direct or indirect retransfer of the Notes to the public in France can only be made in compliance with Articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8 through L. 621-8-3 of the French Monetary and Financial Code; and
(d) the Offering Circular and any other offering material relating to the Notes have not been and will not be submitted to the AMF for approval and, accordingly, may not be distributed or caused to be distributed, directly or indirectly, to the public in France.
Republic of France. Each Dealer represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, Covered Bonds to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Base Prospectus, any Drawdown Prospectus, the applicable Final Terms or any other offering material relating to the Covered Bonds, and that such offers, sales and distributions have been and will be made in France only to (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. The offering of the Covered Bonds has not been registered with the Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian securities legislation and, accordingly, each Dealer has represented and agreed that it has not offered, sold or delivered, and will not offer, sell or deliver, any Covered Bonds in the Republic of Italy (“Italy”) in a solicitation to the public, and that sales of the Covered Bonds in Italy shall be effected in accordance with all Italian securities, tax and exchange control and other applicable laws and regulations. Each of the Dealers represents and agrees, and each other purchaser will be required to represent and agree, that it will not offer, sell or deliver any Covered Bonds or distribute copies of the Base Prospectus or any other document relating to the Covered Bonds in Italy except:
Republic of France. Each Dealer represents and agrees, and each further Dealer appointed under the Programme will be required to represent and agree, that it has not offered or sold, and will not offer or sell, directly or indirectly, Covered Bonds to the public in France, and it has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Prospectus, the relevant Final Terms Document or any other offering material relating to the Covered Bonds and such offers, sales and distributions have been and will be made in France only to (a) providers of investment services relating to portfolio management for the account of third parties, and/or (b) qualified investors (investisseurs qualifiés), acting for their own account, each 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 but excluding individuals referred to in Article D.411-1 11 2°.
Republic of France. Each Dealer represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, Covered Bonds to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Base Prospectus, the applicable Final Terms or any other offering material relating to the Covered Bonds, and that such offers, sales and distributions have been and will be made in France only to (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, D.411-1 and D.411-4 of the French Code monétaire et financier. The offering of any Covered Bonds has not been registered pursuant to Italian securities legislation and, accordingly, no Covered Bonds have been offered, sold or delivered, and will not be offered, sold or delivered, nor may copies of the Base Prospectus or any other document relating to the Covered Bonds be distributed in Italy except:
Republic of France. In respect of Covered Bonds constituting “obligations” under French Law, the Issuer and each Dealer represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, Covered Bonds to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Prospectus, the applicable Final Terms or any other offering material relating to the Covered Bonds, and that such offers, sales and distributions have been and will be made in France only to
Republic of France. In respect of Covered Bonds constituting “obligations” under French law, each Dealer represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, Covered Bonds to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Prospectus, the relevant Final Terms or any other offering material relating to the Covered Bonds, and that such offers, sales and distributions have been and shall only be made in France to (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. The offering of the Covered Bonds has not been registered pursuant to Italian securities legislation and, accordingly, each Dealer acknowledges and agrees that no Covered Bonds may be offered, sold or delivered, nor may copies of the Prospectus or any other document relating to the Covered Bonds be distributed in the Republic of Italy, except:
Republic of France. The Issuer and each Dealer represents and agrees that it has not offered or sold and will not offer or sell, directly or indirectly, Covered Bonds to the public in France, and has not distributed or caused to be distributed and will not distribute or cause to be distributed to the public in France, the Prospectus, the applicable Final Terms or any other offering material relating to the Covered Bonds, and that such offers, sales and distributions have been and will be made in France only to (a) providers of investment services relating to portfolio management for the account of third parties, and (b) 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 of the French Code monétaire et financier.
Republic of France. Each Manager represents and agrees that the Notes are being issued outside the Republic of France and that, in connection with their initial distribution, it has not offered or sold and will not offer or sell, directly or indirectly, any Notes to the public in the Republic of France, and that it has not distributed and will not distribute or cause to be distributed to the public in the Republic of France the Offering Circular or any other offering material relating to the Notes. SCHEDULE II Part I Xxxxxx Xxxxxxxx Xxxx 22, 1998 Xxxxxx Xxxxxxx X.X. x/x Xxxxxx Xxxxxxx 25 Rue de Balzac 75008 Paris France for itself and on behalf of the Managers of the Note issue which are party to the Subscription Agreement dated 22 June 1998 Dear Sirs: We have audited the consolidated balance sheets of Omnicom Group Inc. and subsidiaries (the "Company" as of December 31,1007 and 1996, and the consolidated statements of income, shareholders' equity, and changes in financial position (cash flows) for each of the three years in the period ended December 31, 1997, and the related financial statement schedule, all incorporated by reference in the Company's Offering Circular (the "Offering Circular") covering the issuance of FRF 1,000,000,000, 5.20% Notes due 2005 (the "Notes"); or report with respect thereto dated February 18, 1998 (except for Note 14 as to which the date is March 24, 1998), included in the Company's Annual Report on Form 10-K for the year ended December 31, 1997, is also incorporated by reference in the Offering Circular. In connection with the Offering Circular:
1. We are independent certified public accountants with respect to the Company within the meaning of Rule 101 of the American Institute of Certified Public Accountants' Code of Professional Conduct, and in interpretations and rulings.
2. In our opinion, the financial statements audited by us, and incorporated by reference in the Offering Circular, comply in form in all material respects with the applicable accounting requirements of the Securities Exchange Act of 1934 (the "Act") and the related published rules and regulations thereunder.
3. We have not audited any financial statements of the Company as of any date or for any period subsequent to December 31, 1997; although we have conducted an audit for the year ended December 31, 1997, the purpose (and therefore the scope) of the audit was to enable us to express our opinion of the consolidated financial statements as of December 31, 1997, and for the ...
