TIDMVOD
RNS Number : 6509J
Vodafone Group Plc
06 December 2018
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT
IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS OR IN OR
INTO ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW
6 December 2018
VODAFONE GROUP PLC
ANNOUNCES INVITATION TO ELIGIBLE BONDHOLDERS TO OFFER TO
SELL
Up to around GBP300,000,000 of the outstanding GBP600,000,000
zero-coupon equity-linked bonds due 2020
issued by Vodafone Group Plc
(ISIN: XS1325649140, Common Code: 132564914) (the "Bonds")
Vodafone Group Plc ("Vodafone" or the "Offeror") announces today
an invitation to holders of the Bonds (the "Bondholders") to offer
to sell their Bonds for cash at a purchase price to be determined
by the Offeror pursuant to a Modified Dutch Auction procedure (the
"Invitation"). HSBC Bank plc ("HSBC" or the "Dealer Manager") is
acting as the sole Dealer Manager in connection with the
Invitation.
Vodafone is commencing the transaction as part of an
opportunistic liability management exercise. The Invitation is
being made upon the terms and subject to the conditions set forth
in the invitation term sheet dated 6 December 2018 (the "Invitation
Term Sheet"). The Invitation Term Sheet may be obtained from the
Dealer Manager, whose details are set out at the end of this
announcement.
The Offeror has invited Bondholders to offer to sell their Bonds
in an aggregate principal amount up to around GBP300,000,000 (the
"Target Amount"). The amount per GBP100,000 in aggregate principal
amount of Bonds which is accepted for purchase by the Offeror (the
"Purchase Price") will be determined by the Offeror, in its sole
and absolute discretion and in accordance with the Modified Dutch
Auction procedure, as further described in the Invitation Term
Sheet.
The Invitation is expected to close at 4.30 pm (London time), on
7 December 2018, subject to the right of the Offeror to close or
extend, in its sole and absolute discretion, the Invitation at any
time. An announcement of the results of the Invitation, including
among other matters, the final aggregate principal amount of the
Bonds accepted for purchase, the Purchase Price and any pro rata
scaling, is currently expected to be made by no later than 8 am
(London time) on 10 December 2018, via the Regulatory News Services
operated by the London Stock Exchange plc.
Settlement of the Invitation is expected to occur on 12 December
2018 (the "Settlement Date"). HSBC is acting as settlement agent in
relation to the Invitation and Bondholders may submit offers to
sell Bonds to HSBC only pursuant to the Invitation.
Bonds that are purchased pursuant to the Invitation will be
delivered to Vodafone or a subsidiary of Vodafone and, as permitted
by the terms and conditions of the Bonds, may be held, resold or
reissued at any time by Vodafone or, at the sole discretion of
Vodafone, may be cancelled.
Description of the Invitation
The Invitation provides for the launch by the Offeror of an
invitation to Bondholders to participate in a Modified Dutch
Auction according to the terms and conditions set out below and as
further described in the Invitation Term Sheet:
Description of Bonds: GBP600 million zero-coupon equity-linked
bonds due 2020 issued by Vodafone
ISIN: XS1325649140
Offeror: Vodafone Group Plc
Dealer Manager: HSBC Bank plc
Aggregate Principal Amount of the Outstanding Bonds:
GBP600,000,000
Minimum Purchase Price: GBP97,000 per GBP100,000 in aggregate
principal amount of the Bonds
Target Amount: up to around GBP300,000,000
The Invitation procedure requires that the tendering Bondholders
specify the aggregate principal amount of Bonds that they are
willing to offer for sale and the offer price (in increments of
GBP50 per GBP100,000 in principal amount of the Bonds above the
Minimum Purchase Price) they would accept (the "Offer Price"),
subject to the Minimum Purchase Price.
Upon expiration of the Invitation, if any Bonds are purchased,
on the basis of the amount of the Bonds tendered and the Offer
Price proposed by the tendering Bondholders, the Offeror will
determine the final purchase price which will be the same for all
Bonds subject to purchase, subject to the Minimum Purchase Price,
and the amount of Bonds subject to repurchase at its sole
discretion (the "Final Acceptance Amount").
A mechanism for pro rata allocation is also provided for if the
amount of Bonds tendered at Offer Prices at or below the Purchase
Price is higher than the Final Acceptance Amount. In this case, the
Offeror will accept the Bonds in the following order of priority:
(i) all Bonds offered at Offer Prices equal to or below the Minimum
Purchase Price, or Bonds where no Offer Price is specified, subject
to possible pro rata allocation in the event that such offers have
been made in a greater principal amount than the Final Acceptance
Amount; (ii) all Bonds offered at Offer Prices above the Minimum
Purchase Price but below the Purchase Price; and (iii) all Bonds
offered at Offer Prices equal to the Purchase Price, subject to a
mechanism for pro rata allocation to the extent such offers, when
aggregated with all the offers referred to in (i) and (ii) above
and accepted for purchase, results in a greater principal amount
than the Final Acceptance Amount.
In the event that Bonds are to be accepted on a pro rata basis,
each such tender of the Bonds will be scaled by a factor equal to
(i) the Final Acceptance Amount, less the aggregate principal
amount of the Bonds that have been validly tendered and accepted
for purchase and are not subject to acceptance on a pro rata basis
(if any), divided by (ii) the aggregate principal amount of the
Bonds that have been tendered for purchase and are subject to
acceptance on a pro rata basis (subject to adjustment to allow for
the aggregate principal amount of the Bonds accepted for purchase,
following the rounding of tenders of Bonds up or down (on a case by
case basis and in the absolute discretion of the Offeror) to the
nearest integral multiple in principal amount, to equal the Final
Acceptance Amount exactly).
Set out below is an indicative timetable. The actual timetable
may differ from the timetable below:
Launch Date: 6 December 2018
Expiration Deadline: 4.30 pm (London time), 7 December 2018
Results Date: Expected to be on 10 December 2018
Results Announcement: Announcement of the final aggregate
principal amount of the Bonds accepted for purchase in the
Invitation and the Purchase Price is expected to be made by no
later than 8 am (London time) on the Results Date by publication of
such information via the Regulatory News Services operated by the
London Stock Exchange plc
Settlement Date: expected on 12 December 2018
The Offeror reserves the right, in its sole and absolute
discretion, to purchase less than or more than the Target Amount.
The Invitation is not conditional on any minimum principal amount
of Bonds being tendered.
The Invitation will involve solicitation of certain Bondholders,
to indicate their interest to offer to sell their Bonds to the
Offeror subject to the Invitation and Distribution Restrictions set
out below.
The Invitation is governed by English law.
Bondholders are advised to read the Invitation Term Sheet in its
entirety prior to making a decision on whether or not to
participate in the Invitation.
General Conditions: see "General Conditions" in the Invitation
Term Sheet
Representations: By submitting offers to sell, each Bondholder
and any intermediary acting on such Bondholder's behalf shall
agree, and acknowledge, represent, warrant and undertake, certain
matters to the Offeror and the Dealer Manager. See
"Representations" in the Invitation Term Sheet
Invitation Restrictions: see "Invitation Restrictions" in the
Invitation Term Sheet
Further Information on the Invitation
A Bondholder may submit offers to sell Bonds to HSBC only
pursuant to the Invitation. Bondholders will not be able to submit
indications of interest or offers to Vodafone or any other party
other than HSBC. Bondholders will not be able to submit indications
of interest or offers through Euroclear Bank SA/NV or Clearstream
Banking S.A.
Any Bondholder who has an account with the Dealer Manager and
wishes to submit offers to sell should call its regular contact at
the Dealer Manager at any time until the Expiration Deadline.
Bondholders will not be required to pay any fees or commission to
the Dealer Manager in connection with the submission of offers to
sell. Any Bondholder who does not have an account with the Dealer
Manager and who wishes to submit offers to sell pursuant to the
Invitation may do so by submitting offers to sell through its
broker, dealer, commercial bank, trust company, other financial
institution or other custodian, that it customarily uses. Any such
broker or other entity must contact the Dealer Manager at its phone
number set forth within this announcement, at any time until the
Expiration Deadline. Bondholders may be required to pay a fee or
commission to any broker or intermediary through whom it submits
its offers to sell.
Failure on the part of any Bondholder to deliver to HSBC (as
settlement agent) Bonds accepted for purchase by the Offeror may
result in the Offeror revoking the acceptance of that Bondholder's
Bonds for purchase, and may result in the Bondholder being liable
for any losses resulting from such failure. Neither the Offeror nor
HSBC shall be under any obligation to accept (or, in the case of
the Offeror, purchase) Bonds which are either not delivered or
delivered after the deadline set for such delivery, and any
Bondholder whose Bonds are not accepted will not receive the
Purchase Price in respect of its Bonds.
Requests for information in relation to the Invitation, copies
of the Invitation Term Sheet and the procedures for tendering Bonds
in the Invitation and settlement process should be directed to:
HSBC BANK PLC
8 Canada Square
London E14 5HQ
United Kingdom
Telephone: +44 (0) 20 7991 5271
Attention: Equity Syndicate
Email: tony.sand@hsbcib.com
Inside information
This announcement relates to the disclosure of information that
qualified, or may have qualified, as inside information within the
meaning of Article 7(1) of the Market Abuse Regulation (EU)
596/2014 ("MAR"). For the purposes of MAR and Article 2 of
Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Rosemary Martin, Group General Counsel and
Company Secretary of Vodafone.
IMPORTANT NOTICE
THE DEALER MANAGER IS ACTING AS AGENT AT THE REQUEST OF VODAFONE
AND NO ONE ELSE IN CONNECTION WITH THE INVITATION AND WILL NOT BE
RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE DEALER MANAGER, OR FOR PROVIDING ADVICE
IN RELATION TO THE INVITATION. THE DEALER MANAGER DOES NOT OWE ANY
DUTY TO ANY BONDHOLDER. NEITHER THE DEALER MANAGER NOR ANY OF ITS
DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY
RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH,
ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT
(OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THIS
ANNOUNCEMENT) OR ANY OTHER INFORMATION RELATING TO THE OFFEROR, ITS
SUBSIDIARIES OR ASSOCIATED COMPANIES, OR FOR ANY LOSS HOWSOEVER
ARISING FROM ANY USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR
OTHERWISE ARISING IN CONNECTION THEREWITH.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN INVITATION TO
PARTICIPATE IN THE INVITATION IN ANY JURISDICTION IN WHICH, OR TO
OR FROM ANY PERSON TO OR FROM WHOM, IT IS UNLAWFUL TO MAKE SUCH
INVITATION UNDER APPLICABLE SECURITIES LAWS. THE DISTRIBUTION OF
THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY
LAW. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE
REQUIRED BY EACH OF VODAFONE AND THE DEALER MANAGER TO INFORM
THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.
THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS SUBJECT TO
CHANGE WITHOUT NOTICE AND SUBJECT TO CHANGE IN ITS ENTIRETY BY
REFERENCE TO ANY FURTHER COMMUNICATION IN RESPECT OF THE
INVITATION. THIS DOCUMENT IS NOT AN OFFERING CIRCULAR OR PROSPECTUS
OR LISTING PARTICULARS AND IS BEING FURNISHED TO YOU SOLELY FOR
YOUR INFORMATION AND MAY NOT BE REPRODUCED, REDISTRIBUTED OR MADE
AVAILABLE IN WHOLE OR IN PART TO ANY OTHER PERSON FOR ANY PURPOSE,
WITHOUT THE PRIOR CONSENT OF THE DEALER MANAGER.
THIS ANNOUNCEMENT IS DIRECTED EXCLUSIVELY TO MARKET
PROFESSIONALS AND INSTITUTIONAL INVESTORS AND IS FOR INFORMATION
PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE
EXERCISE OF INDEPENT JUDGEMENT. IT IS NOT INTED AS INVESTMENT
ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS
AN OFFER TO BUY ANY BOND NOR IS IT A RECOMMATION TO BUY OR SELL ANY
BOND.
ANY DECISION RELATING TO AN OFFER TO SELL THE BONDS PURSUANT TO
THE INVITATION SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENT
REVIEW BY THE BONDHOLDER OF THE OFFEROR'S PUBLICLY AVAILABLE
INFORMATION. NEITHER THE DEALER MANAGER NOR ANY OF ITS AFFILIATES
ACCEPTS ANY LIABILITY ARISING FROM THE USE OF, OR MAKES ANY
REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS
ANNOUNCEMENT OR THE OFFEROR'S PUBLICLY AVAILABLE INFORMATION.
THE DEALER MANAGER AND ITS SUBSIDIARIES AND AFFILIATES MAY
PERFORM ADDITIONAL SERVICES FOR, OR SOLICIT BUSINESS FROM, THE
OFFEROR OR MEMBERS OF THE OFFEROR'S GROUP, MAY MAKE MARKETS IN THE
BONDS AND/OR THE UNDERLYING SHARES AND/OR HAVE A POSITION OR EFFECT
TRANSACTIONS IN SUCH BONDS AND UNDERLYING SHARES.
IN CONNECTION WITH THE INVITATION, THE DEALER MANAGER OR ITS
AFFILIATES MAY, FOR THEIR OWN ACCOUNT, ENTER INTO OR UNWIND ASSET
SWAPS, CREDIT DERIVATIVES OR OTHER DERIVATIVE TRANSACTIONS RELATING
TO THE BONDS AT THE SAME TIME AS THE INVITATION OR IN SECONDARY
MARKET TRANSACTIONS. THE DEALER MANAGER OR ANY OF ITS AFFILIATES
MAY FROM TIME TO TIME HOLD LONG OR SHORT POSITIONS IN OR BUY AND
SELL SUCH BONDS OR DERIVATIVES. NO DISCLOSURE WILL BE MADE OF ANY
SUCH POSITIONS.
IN CONNECTION WITH THE INVITATION, THE DEALER MANAGER AND ITS
AFFILIATES, ACTING AS INVESTORS FOR THEIR OWN ACCOUNT, MAY SELL THE
BONDS OR ANY UNDERLYING SHARES AND FOR SUCH REASON HOLD IN THEIR
PORTFOLIOS, PURCHASE OR SELL SUCH BONDS OR ANY SECURITY OF THE
OFFEROR OR MAKE ANY RELATED INVESTMENT; FURTHERMORE, THEY MAY ALSO
OFFER OR SELL SUCH SECURITIES OR MAKE INVESTMENTS OTHER THAN IN THE
CONTEXT OF THE INVITATION. THE DEALER MANAGER DOES NOT INT TO
DISCLOSE THE AMOUNT OF SUCH INVESTMENTS OR TRANSACTIONS OTHER THAN
TO THE EXTENT REQUIRED BY APPLICABLE LAWS AND REGULATIONS.
THE DEALER MANAGER IS ACTING ON BEHALF OF THE OFFEROR AND NO ONE
ELSE IN CONNECTION WITH THE INVITATION AND WILL NOT BE RESPONSIBLE
TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO
CLIENTS OF THE DEALER MANAGER, OR FOR PROVIDING ADVICE IN RELATION
TO THE INVITATION. THE DEALER MANAGER DOES NOT OWE ANY DUTY TO ANY
BONDHOLDER. NEITHER THE DEALER MANAGER NOR ANY OF ITS DIRECTORS,
OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY
OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR
WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR
COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT (OR WHETHER
ANY INFORMATION HAS BEEN OMITTED FROM THE ANNOUNCEMENT) OR ANY
OTHER INFORMATION RELATING TO THE OFFEROR, ITS SUBSIDIARIES OR
ASSOCIATED COMPANIES, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY
USE OF THIS ANNOUNCEMENT OR ITS CONTENTS OR OTHERWISE ARISING IN
CONNECTION THEREWITH.
NO ACTION HAS BEEN TAKEN BY THE OFFEROR, THE DEALER MANAGER OR
ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT THE POSSESSION
OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY PUBLICITY MATERIAL
RELATING TO THE INVITATION IN ANY JURISDICTION WHERE ACTION FOR
THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS
ANNOUNCEMENT COMES ARE REQUIRED BY THE OFFEROR AND THE DEALER
MANAGER TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH
RESTRICTIONS.
INVITATION AND DISTRIBUTION RESTRICTIONS
UNITED STATES
THE INVITATION IS NOT BEING MADE AND WILL NOT BE MADE DIRECTLY
OR INDIRECTLY IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY
MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN COMMERCE OF, OR
ANY FACILITIES OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED
STATES. THIS INCLUDES, BUT IS NOT LIMITED TO, FACSIMILE
TRANSMISSION, ELECTRONIC MAIL, TELEX, TELEPHONE AND THE INTERNET.
ACCORDINGLY, COPIES OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR
MATERIALS RELATING TO THE INVITATION ARE NOT BEING, AND MUST NOT
BE, DIRECTLY OR INDIRECTLY MAILED OR OTHERWISE TRANSMITTED,
DISTRIBUTED OR FORWARDED IN OR INTO THE UNITED STATES AND BONDS
CANNOT BE OFFERED FOR SALE IN THE INVITATION BY ANY SUCH USE,
MEANS, INSTRUMENTS OR FACILITIES FROM OR WITHIN THE UNITED STATES
OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES, AS DEFINED
IN REGULATION S OF THE US SECURITIES ACT OF 1933, AS AMED (THE
"SECURITIES ACT"). FAILURE TO COMPLY WITH THESE RESTRICTIONS MAY
RESULT IN A VIOLATION OF APPLICABLE LAWS AND ANY PURPORTED OFFER OF
BONDS FOR SALE RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF
THESE RESTRICTIONS WILL BE INVALID AND OFFERS OF BONDS FOR SALE
MADE BY A PERSON LOCATED IN THE UNITED STATES OR ANY AGENT,
FIDUCIARY OR OTHER INTERMEDIARY ACTING ON A NON-DISCRETIONARY BASIS
FOR A PRINCIPAL GIVING INSTRUCTIONS FROM WITHIN THE UNITED STATES
WILL NOT BE ACCEPTED.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE OR AN
INVITATION TO OFFER OR SELL SECURITIES IN THE UNITED STATES.
SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT. THE PURPOSE OF THIS ANNOUNCEMENT IS LIMITED TO
THE INVITATION AND THIS ANNOUNCEMENT MAY NOT BE SENT OR GIVEN TO A
PERSON IN THE UNITED STATES. EACH BONDHOLDER PARTICIPATING IN THE
INVITATION WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED
STATES AND IS NOT PARTICIPATING IN THE INVITATION FROM THE UNITED
STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A
PRINCIPAL LOCATED OUTSIDE THE UNITED STATES THAT IS NOT GIVING AN
ORDER TO PARTICIPATE IN THE INVITATION FROM THE UNITED STATES. FOR
THE PURPOSES OF THIS AND THE ABOVE PARAGRAPH, "UNITED STATES" MEANS
THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF
COLUMBIA.
UNITED KINGDOM
THE COMMUNICATION OF THIS ANNOUNCEMENT BY THE OFFEROR AND ANY
OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION 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 (THE "FSMA").
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. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR
MATERIALS IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS
UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS ONLY DIRECTED
AT AND MAY ONLY BE COMMUNICATED TO (1) PERSONS WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS, BEING
INVESTMENT PROFESSIONALS AS DEFINED IN ARTICLE 19 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE
"FPO"); (2) PERSONS WHO FALL WITHIN ARTICLE 43(2) OF THE FPO; OR
(3) ANY OTHER PERSONS TO WHOM THESE DOCUMENTS AND/OR MATERIALS MAY
LAWFULLY BE COMMUNICATED. ANY INVESTMENT OR INVESTMENT ACTIVITY TO
WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS
OR WILL BE ENGAGED IN ONLY WITH SUCH PERSONS AND OTHER PERSONS
SHOULD NOT RELY ON IT.
FRANCE
THE INVITATION IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, TO THE
PUBLIC IN THE REPUBLIC OF FRANCE ("FRANCE"). NEITHER THIS
ANNOUNCEMENT NOR ANY OTHER DOCUMENT OR MATERIAL RELATING TO THE
INVITATION HAS BEEN OR SHALL BE DISTRIBUTED TO THE PUBLIC IN FRANCE
AND ONLY: (I) PROVIDERS OF INVESTMENT SERVICES RELATING TO
PORTFOLIO MANAGEMENT FOR THE ACCOUNT OF THIRD PARTIES (PERSONNES
FOURNISSANT LE SERVICE D'INVESTISSEMENT DE GESTION DE PORTEFEUILLE
POUR COMPTE DE TIERS); AND/OR (II) QUALIFIED INVESTORS
(INVESTISSEURS QUALIFIÉS), ACTING FOR THEIR OWN ACCOUNT, 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 ARE ELIGIBLE TO
PARTICIPATE IN THE INVITATION. THE INVITATION HAS NOT BEEN
SUBMITTED FOR CLEARANCE TO THE AUTORITÉ DES MARCHÉS FINANCIERS.
ITALY
NONE OF THE INVITATION, THIS ANNOUNCEMENT OR ANY OTHER DOCUMENTS
OR MATERIALS RELATING TO THE INVITATION HAVE BEEN OR WILL BE
SUBMITTED TO THE CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE
PER LE SOCIETÀ E LA BORSA (CONSOB) PURSUANT TO ITALIAN LAWS AND
REGULATIONS. THE INVITATION IS BEING CARRIED OUT IN THE REPUBLIC OF
ITALY AS AN EXEMPTED OFFER PURSUANT TO ARTICLE 101-BIS, PARAGRAPH
3-BIS OF THE LEGISLATIVE DECREE NO. 58 OF 24 FEBRUARY 1998, AS
AMENDED (THE "FINANCIAL SERVICES ACT") AND ARTICLE 35-BIS,
PARAGRAPH 4 OF CONSOB REGULATION NO. 11971 OF 14 MAY 1999, AS
AMENDED (THE "ISSUERS' REGULATION"). A BONDHOLDER LOCATED IN THE
REPUBLIC OF ITALY CAN TENDER BONDS THROUGH AUTHORISED PERSONS (SUCH
AS INVESTMENT FIRMS, BANKS OR FINANCIAL INTERMEDIARIES PERMITTED TO
CONDUCT SUCH ACTIVITIES IN THE REPUBLIC OF ITALY IN ACCORDANCE WITH
THE FINANCIAL SERVICES ACT, CONSOB REGULATION NO. 20307 OF 15
FEBRUARY 2018, AS AMENDED FROM TIME TO TIME, AND LEGISLATIVE DECREE
NO. 385 OF SEPTEMBER 1, 1993, AS AMENDED) AND IN COMPLIANCE WITH
APPLICABLE LAWS AND REGULATIONS OR WITH REQUIREMENTS IMPOSED BY
CONSOB OR ANY OTHER ITALIAN AUTHORITY. EACH INTERMEDIARY MUST
COMPLY WITH THE APPLICABLE LAWS AND REGULATIONS CONCERNING
INFORMATION DUTIES VIS-À-VIS ITS CLIENTS IN CONNECTION WITH THE
BONDS OR THE INVITATION.
GENERAL
THIS ANNOUNCEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR BUY OR
A SOLICITATION OF AN OFFER TO SELL OR BUY THE BONDS, AS APPLICABLE
(AND OFFERS OF BONDS FOR SALE IN THE INVITATION WILL NOT BE
ACCEPTED FROM BONDHOLDERS), IN ANY CIRCUMSTANCES IN WHICH SUCH
OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE
SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATION TO BE
MADE BY A LICENSED BROKER OR DEALER AND THE DEALER MANAGER OR ITS
AFFILIATES IS SUCH A LICENSED BROKER OR DEALER IN SUCH
JURISDICTIONS, THE INVITATION SHALL BE DEEMED TO BE MADE BY THE
DEALER MANAGER OR SUCH AFFILIATE (AS THE CASE MAY BE) IN SUCH
JURISDICTIONS.
This announcement has been issued through the Companies
Announcement Service of Euronext Dublin.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
ISETFBRTMBIMMJP
(END) Dow Jones Newswires
December 06, 2018 02:48 ET (07:48 GMT)
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