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The following materials relating to the U.S.$360,000,000 8.375 per cent. Fixed Reset Senior Secured Notes due 2029 (the "Notes") are issued by Magellan Capital Holdings plc (the "Issuer") do not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction. These materials are not directed at or accessible by persons located in any jurisdiction where the offer or sale of securities is not permitted. In particular, any securities that may be referred to in the materials have not been and will not be registered under the United States Securities Act of 1933, as amended (the “Securities Act”) and may not be offered or sold in the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

The Issuer and any authorised offerors or intermediaries do not represent that the following materials may be lawfully distributed, or that any securities may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer or authorised offerors or any other intermediary, which would permit a public offering of any securities or distribution of the materials in any jurisdiction where action for that purpose is required. Accordingly, no securities may be offered or sold, directly or indirectly, and neither the following materials nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations.

Persons who wish to access the following materials must inform themselves about, and observe, any such restrictions on the distribution of the materials and the offering and sale of any securities that may be referred to in the materials. In particular, there are restrictions on the distribution of such materials and the offer or sale of securities in the United States, the United Kingdom, Member States of the European Economic Area, the United Arab Emirates, Japan, Hong Kong, Singapore, Switzerland, Australia and Italy.

THIS OFFERING CIRCULAR OR ANY PART THEREOF OR ANY OTHER DOCUMENTS RELATING TO THE OFFERING CIRCULAR MAY NOT BE PASSED ON OR DISTRIBUTED IN THE UNITED STATES OR TO U.S. PERSONS.

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