TIDMVMUK
RNS Number : 9716N
Virgin Money UK PLC
07 June 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
(AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT
OF 1933, AS AMED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR
INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF
THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA) (THE
"UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
7 June 2022
Virgin Money UK PLC
(incorporated with limited liability in England and Wales with
Registered Number 09595911)
(formerly CYBG PLC)
Legal Entity Identifier (LEI): 213800ZK9VGCYYR6O495
ANNOUNCES TER OFFER TO PURCHASE NOTES FOR CASH
Virgin Money UK PLC (the "Issuer") has today launched an
invitation to holders of its outstanding GBP450,000,000 8 per cent.
Fixed Rate Reset Perpetual Subordinated Contingent Convertible
Notes (ISIN: XS1346644799) (the "Notes"), to tender such Notes for
purchase by the Issuer for cash up to the Maximum Acceptance Amount
(the "Offer"), subject to satisfaction or waiver of the New
Financing Condition (as defined herein) and subject to the terms
and conditions described in a tender offer memorandum prepared by
the Issuer dated 7 June 2022 (the "Tender Offer Memorandum").
The Offer is subject to the offer and distribution restrictions
set out below and as more fully described in the Tender Offer
Memorandum. Copies of the Tender Offer Memorandum are (subject to
offer and distribution restrictions) available from the Tender
Agent as set out below. Capitalised terms used and not otherwise
defined in this announcement have the meanings given in the Tender
Offer Memorandum. Details of the Notes and the Offer are set out in
the table below.
THE OFFER
Description of ISIN / Common Outstanding First Reset Maximum Acceptance
the Notes Code Principal Amount Date(1, 2) Purchase Price Amount(3)
----------------- ----------------- ----------------- ------------------ ----------------- ----------------------
8 per cent. XS1346644799 GBP450,000,000 8 December 2022 101.75 per cent. Subject as set out
Fixed Rate Reset /134664479 of the principal herein, a maximum
Perpetual amount of the aggregate principal
Subordinated Notes amount of Notes
Contingent expected to be equal
Convertible to the sum of (i)
Notes(4) the aggregate
principal amount of
the New Notes (as
defined herein); and
(ii) GBP100,000,000
-----------------
(1) The Issuer is entitled to, subject to obtaining regulatory
consent and to satisfaction of certain conditions, redeem all (and
not some only) of the Notes at par on 8 December 2022 or any Note
Interest Payment Date (as defined in the Tender Offer Memorandum)
thereafter.
(2) On 8 December 2022, the interest rate will reset and the
Notes will bear interest at a rate which is the aggregate of the
initial margin of 6.25 per cent. per annum, the adjustment rate of
0.2766 per cent. and the applicable 5-year Mid-Swap Rate
(SONIA).
(3) The Issuer reserves the right, in its sole and absolute
discretion, to modify or waive the Maximum Acceptance Amount for
any reason, as described in "Further Information and Terms and
Conditions - Maximum Acceptance Amount and Scaling of Tenders" of
the Tender Offer Memorandum.
(4) On 8 December 2022, the interest rate will reset and the
Notes will bear interest at a rate which is the aggregate of the
initial margin of 6.25 per cent. per annum, the adjustment rate of
0.2766 per cent. and the applicable 5-year Mid-Swap Rate
(SONIA).
THE OFFER BEGINS ON THE DATE OF THIS ANNOUNCEMENT AND WILL
EXPIRE AT 4.00 P.M. (LONDON TIME) ON 14 JUNE 2022, UNLESS EXTED,
RE-OPENED, AMED, WITHDRAWN AND/OR TERMINATED (THE "EXPIRATION
DEADLINE") AS PROVIDED IN THE TER OFFER MEMORANDUM. TER
INSTRUCTIONS, ONCE SUBMITTED, MAY NOT BE REVOKED EXCEPT IN THE
LIMITED CIRCUMSTANCES OUTLINED IN THE TER OFFER MEMORANDUM UNDER
THE HEADING "AMMENT AND TERMINATION - REVOCATION RIGHTS". THE
DEADLINES SET BY ANY INTERMEDIARY OR CLEARING SYSTEM WILL BE
EARLIER THAN THE EXPIRATION DEADLINE. NOTEHOLDERS SHOULD CONTACT
THE INTERMEDIARY THROUGH WHICH THEY HOLD THEIR NOTES AS SOON AS
POSSIBLE TO ENSURE PROPER AND TIMELY DELIVERY OF INSTRUCTIONS.
Rationale for the Offer
The purpose of the Offer is to provide liquidity for investors
in the Notes concurrent with the opportunity to redeploy funding
into the Issuer's proposed New Notes (as defined below). The Offer
in conjunction with an issue of New Notes is being made as part of
the Issuer's active management of its capital base. The Issuer
intends to consider future optional redemption rights in respect of
the Notes that are not tendered and accepted pursuant to the Offer
on an economic basis, considering current and future regulatory
capital treatment and minimum requirement for own funds and
eligible liabilities (MREL) value, relative funding cost, rating
agency treatment, regulatory developments and having regard to the
prevailing circumstances at the relevant time.
Notes purchased by the Issuer pursuant to the Offer are expected
to be cancelled and will not be re-issued or re-sold.
Purchase Price
The Issuer will pay, for Notes accepted for purchase pursuant to
the Offer (and subject to satisfaction or waiver of the New
Financing Condition), a cash purchase price equal to 101.75 per
cent. of the principal amount of the relevant Notes (the "Purchase
Price ").
Accrued Interest
The Issuer will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offer.
Maximum Acceptance Amount
The Issuer proposes to accept for purchase any validly tendered
Notes up to a maximum aggregate principal amount equal to the sum
of (i) the aggregate principal amount of the New Notes; and (ii)
GBP100,000,000, on the terms and subject to satisfaction or waiver
of the New Financing Condition and the other conditions contained
in the Tender Offer Memorandum. The Issuer is expected to announce
the Maximum Acceptance Amount as soon as practicable following the
pricing of the New Notes. The Issuer reserves the right, in its
sole and absolute discretion, to modify or waive the Maximum
Acceptance Amount for any reason, as described in "Further
Information and Terms and Conditions - Maximum Acceptance Amount
and Scaling of Tenders" of the Tender Offer Memorandum, subject to
applicable law.
New Financing Condition
The Issuer will announce on the date hereof its intention to
issue new benchmark Sterling denominated fixed rate reset perpetual
subordinated contingent convertible notes (the "New Notes ")
subject to market conditions. Whether the Issuer will accept for
purchase any Notes validly tendered in the Offer and complete the
Offer is subject, without limitation, to the successful completion
(in the sole determination of the Issuer) of the issue of the New
Notes (the "New Financing Condition "). The Issuer reserves the
right at any time to waive any or all of the conditions of the
Offer (including the New Financing Condition) as set out in the
Tender Offer Memorandum.
The Issuer is not under any obligation to accept for purchase
any Notes tendered pursuant to the Offer. The acceptance for
purchase by the Issuer of Notes tendered pursuant to the Offer is
at the sole discretion of the Issuer and tenders may be rejected by
the Issuer for any reason.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the listing
particulars relating to the New Notes (the "Listing Particulars"),
and no reliance is to be placed on any representations other than
those contained in the Listing Particulars. Subject to compliance
with all applicable securities laws and regulations, the Listing
Particulars are expected to be available from the Dealer Managers,
in their capacity as joint lead managers of the issue of the New
Notes, on request.
The New Notes are not being, and will not be, offered or sold in
the United States. Nothing in the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy
the New Notes in the United States or any other jurisdiction.
Securities may not be offered, sold or delivered in the United
States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes
have not been, and will not be, registered under the Securities Act
or the securities laws of any state or other jurisdiction of the
United States and may not be offered, sold or delivered, directly
or indirectly, within the United States or to, or for the account
or benefit of, U.S. Persons.
MiFID II product governance - The target market for the New
Notes is eligible counterparties and professional clients only (all
distribution channels), each as defined in Directive 2014/65/EU (as
amended, "MiFID II").
UK MiFIR product governance - The target market for the New
Notes is eligible counterparties, as defined in the FCA Handbook
Conduct of Business Sourcebook ("COBS"), and professional clients
only (all distribution channels), as defined in Regulation (EU) No
600/2014 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA") ("UK MiFIR").
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes are
not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area. For these purposes,
a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97, where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II. Consequently, no key
information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Notes
or otherwise making them available to retail investors in the
European Economic Area has been prepared and therefore offering or
selling the Notes or otherwise making them available to any retail
investor in the European Economic Area may be unlawful under the
PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes are
not intended to be offered, sold or otherwise made available to and
should not be offered, sold or otherwise made available to any
retail investor in the United Kingdom. For these purposes, a
"retail investor" means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the
EUWA; or (ii) a customer within the meaning of the provisions of
the Financial Services and Markets Act 2000, as amended (the
"FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not
qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA. Consequently no key information
document required by Regulation (EU) No 1286/2014 as it forms part
of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation")
for offering or selling the New Notes or otherwise making them
available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the
United Kingdom may be unlawful under the UK PRIIPs Regulation.
The New Notes have and shall only be offered in conformity with
the provisions of the Listing Particulars and the selling
restrictions and, if applicable, the exemption wording, contained
therein.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Allocation of the New Notes
When considering the allocation of the New Notes, the Issuer may
give preference to those Noteholders who, prior to such allocation,
have informed the Issuer or any Dealer Manager that they have
validly tendered or have given a firm intention to the Issuer or
any Dealer Manager that they intend to tender their Notes pursuant
to the Offer. Therefore, a Noteholder who wishes to subscribe for
New Notes in addition to tendering its Notes for purchase pursuant
to the Offer may be eligible to receive, at the sole and absolute
discretion of the Issuer, priority in the allocation of the New
Notes, subject to the issue of the New Notes and such Noteholder
making a separate application for the purchase of such New Notes to
a Dealer Manager (in its capacity as a joint lead manager of the
issue of the New Notes) in accordance with the standard new issue
procedures of such joint lead manager. However, the Issuer is not
obliged to allocate the New Notes to a Noteholder who has validly
tendered or indicated a firm intention to tender the Notes pursuant
to the Offer and, if New Notes are allocated, the principal amount
thereof may be less or more than the principal amount of Notes
tendered by such holder and accepted by the Issuer pursuant to the
Offer. Any such allocation will also, among other factors, take
into account the minimum denomination of the New Notes (being
GBP200,000). Holders should note that the pricing and allocation of
the New Notes are expected to take place prior to the Expiration
Deadline and therefore should provide, as soon as practicable, to
any Dealer Manager any indications of a firm intention to tender
Notes for purchase pursuant to the Offer and the quantum of Notes
that it intends to tender.
Scaling of the Offer and Maximum Acceptance Amount
If the Issuer decides to accept any validly tendered Notes for
purchase pursuant to the Offer, and the aggregate principal amount
of Notes validly tendered for purchase is greater than the Maximum
Acceptance Amount, then, subject in each case to the New Financing
Condition being satisfied or waived, the Issuer intends to accept
such Notes for purchase on a pro rata basis such that the aggregate
principal amount of Notes accepted for purchase pursuant to the
Offer is no greater than the Maximum Acceptance Amount. See "
Further Information and Terms and Conditions - Maximum Acceptance
Amount and Scaling of Tenders " of the Tender Offer Memorandum.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and the Accrued Interest Payment pursuant to, the
Offer, Noteholders must validly tender their Notes for purchase by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by the
Expiration Deadline. See "Procedures for Participating in the
Offer" of the Tender Offer Memorandum .
EXPECTED TIMETABLE OF EVENTS
The times and dates below are indicative only.
Events Times and Dates
(All times are London time)
Commencement of the Offer
Announcement of Offer. Tender Offer Memorandum available from the 7 June 2022
Tender Agent.
Pricing of the New Notes
Expected pricing of the New Notes and announcement of the Maximum Expected to be prior to the Expiration Deadline
Acceptance Amount.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the 4.00 p.m. on 14 June 2022
Tender Agent in order for Noteholders
to be able to participate in the Offer.
Announcement of Results of the Offer
Announcement of whether the Issuer will accept (subject to As soon as practicable on 15 June 2022
satisfaction or waiver of the New
Financing Condition on or prior to the Settlement Date) valid
tenders of Notes for purchase
pursuant to the Offer and, if so accepted, (i) the aggregate
principal amount of the Notes
accepted for purchase and (ii) the Scaling Factor (if any).
Settlement Date
Subject to satisfaction or waiver of the New Financing Condition Expected to be 17 June 2022
on or prior to such date,
the expected Settlement Date for the Offer. Payment of Purchase
Price and Accrued Interest
Payment in respect of the Offer to Noteholders whose Notes have
been accepted for purchase
pursuant to the Offer.
_____________
Noteholders are advised to check with any bank, securities
broker or other Intermediary through which they hold Notes when
such Intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer
before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such Intermediary and each Clearing System for
the submission of Tender Instructions will be earlier than the
relevant deadlines specified above. See "Procedures for
Participating in the Offer" of the Tender Offer Memorandum.
FURTHER INFORMATION
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the conditions of
and procedures for participating in the Offer.
A complete description of the terms and conditions of the Offer
is set out in the Tender Offer Memorandum. Any questions or
requests for assistance in connection with: (i) the Offer, may be
directed to the Dealer Managers; and (ii) the delivery of Tender
Instructions or requests for additional copies of the Tender Offer
Memorandum or related documents, which may be obtained free of
charge, may be directed to the Tender Agent, the contact details
for each of which are set out below.
Dealer Managers
Barclays Bank PLC Citigroup Global Markets Limited
5 The North Colonnade Citigroup Centre
Canary Wharf Canada Square
London E14 4BB Canary Wharf
United Kingdom London E14 5LB
United Kingdom
Telephone: +44 20 3134 8515
Attention: Liability Management Group Telephone: +44 20 7986 8969
Email: eu.lm@barclays.com Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
Goldman Sachs International Morgan Stanley & Co. International plc
Plumtree Court 25 Cabot Square
25 Shoe Lane Canary Wharf
London EC4A 4AU London E14 4QA
United Kingdom United Kingdom
Telephone: +44 20 7774 4836 Telephone: +44 20 7677 5040
Attention: Liability Management Desk Attention: Liability Management Team, Global Capital
Email: Liabilitymanagement.eu@ny.email.gs.com Markets
Email: liabilitymanagementeurope@morganstanley.com
Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London
SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris
Email: virginmoney@is.kroll.com
Website: https://deals.is.kroll.com/virginmoney
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. No offer to acquire or exchange any securities is
being made pursuant to this announcement. This announcement and the
Tender Offer Memorandum contain important information, which must
be read carefully before any decision is made with respect to the
Offer. If any Noteholder is in any doubt as to the action it should
take, it is recommended to seek its own financial, legal and any
other advice, including in respect of any tax financial,
accounting, regulatory and tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent
financial, tax 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 participate in the Offer. None of the
Issuer, the Dealer Managers or the Tender Agent or their respective
directors, employees or affiliates makes any recommendation as to
whether Noteholders should participate in the Offer and none of the
Issuer, the Dealer Managers or the Tender Agent nor any of their
respective affiliates will have any liability or responsibility in
respect thereto.
This announcement may contain inside information as defined in
Article 7 of the Market Abuse Regulation (EU) 596/2014 (the "Market
Abuse Regulation") and is disclosed in accordance with the Issuer's
obligations under Article 17 of the Market Abuse Regulation. Upon
the publication of this announcement via Regulatory Information
Service, this inside information is now considered to be in the
public domain.
Announcement authorised for release by Lorna McMillan, Group
Company Secretary.
OFFER AND DISTRIBUTION RESTRICTIONS
United States
The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mail of, or by any means or
instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person. This includes, but is not limited to,
facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. Accordingly,
copies of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer are not being,
and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without
limitation, by custodians, nominees or trustees) in or into the
United States or to a U.S. Person and the Notes cannot be tendered
in the Offer by any such use, means, instrumentality or facility or
from or within or by persons located or resident in the United
States or by any U.S. Person. Any purported tender of Notes in the
Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by a person located in the United States, a U.S. Person, by any
person acting for the account or benefit of a U.S. Person, or by
any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be
accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
Persons. Securities may not be offered or sold in the United States
absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Notes have not been,
and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons.
Each Noteholder participating in the Offer will represent that
it is not a U.S. Person located in the United States and is not
participating in the Offer 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
Offer from the United States and who is not a U.S. Person. For the
purposes of this and the above two paragraphs, "United States"
means the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
Italy
None of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Offer have been or
will be submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa ("CONSOB ") pursuant to Italian
laws and regulations. Noteholders or beneficial owners of the Notes
that are located in Italy may tender their Notes in the Offer
through authorised persons (such as investment firms, banks or
financial Intermediaries permitted to conduct such activities in
Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 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 Notes and/or the Offer.
United Kingdom
The communication of this announcement or the Tender Offer
Memorandum by the Issuer 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 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 as a financial
promotion is only being made to, and may only be acted upon by,
those persons in 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, as amended (the "Financial Promotion Order ")) or persons who
are within Article 43(2) of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France
The Offer is not being made, and this announcement, the Tender
Offer Memorandum and any other offering material relating to the
Offer may not be distributed, directly or indirectly, in the
Republic of France except to qualified investors (investisseurs
qualifiés) as defined in Article 2(e) of Regulation (EU) 2017/1129,
as amended.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offer have been or
will be notified to, and neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to
the Offer have been or will be approved by, the Belgian Financial
Services and Markets Authority (Autoriteit voor Financiële Diensten
en Markten/Autorité des Services et Marchés Financiers). The Offer
may therefore not be made in Belgium by way of a public takeover
bid (openbaar overnamebod/offre publique d'acquisition) as defined
in Article 3 of the Belgian Law of 1 April 2007 on public takeover
bids, as amended (the "Belgium Takeover Law").
The Offer is conducted exclusively under applicable private
placement exemptions. The Offer may therefore only be advertised
and the Offer will only be extended, and none of this announcement,
the Tender Offer Memorandum nor any other documents or materials
relating to the Offer have only been or may only be distributed or
made available, directly or indirectly, to any person in Belgium in
reliance upon any private placement exemption set out in Article 6,
--3 of the Belgian Takeover Law or (ii) in any circumstances set
out in Article 6, --4 of the Belgian Takeover Law.
General
Neither this announcement, the Tender Offer Memorandum nor the
electronic transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offer will not be accepted from
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the Offer to be made by
a licensed broker or dealer and any Dealer Manager or any of their
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of
the Issuer in such jurisdiction.
Nothing in this announcement, the Tender Offer Memorandum or the
electronic transmission thereof constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States
or any other jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in the Offer
will be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as set out in "
Procedures for Participating in the Offer " of the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offer
from a Noteholder that is unable to make these representations will
not be accepted. Each of the Issuer, the Dealer Managers and the
Tender Agent reserves the right, in its sole and absolute
discretion, to investigate, in relation to any tender of Notes for
purchase pursuant to the Offer, whether any such representation
given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Issuer determines (for any reason)
that such representation is not correct, such tender shall not be
accepted.
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