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, INCLUDING AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE
OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE
"EUWA").
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY
PERSON LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR 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 (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).
INTERNATIONAL PERSONAL FINANCE PLC
NOTICE OF TENDER OFFER
THIS ANNOUNCEMENT IS INTENDED
FOR HOLDERS OF THE OUTSTANDING
EUR 341,228,000 SENIOR UNSECURED NOTES DUE 2025
(ISIN: XS2256977013 / COMMON CODE: 225697701)
3
June 2024. International Personal
Finance plc (the "Company"), the holding company for a
global consumer finance business, helping people excluded from
mainstream finance to access simple, personal and affordable
credit, announces today an invitation to holders of its
outstanding EUR 341,228,000 Senior
Unsecured Notes due 2025 (ISIN: XS2256977013 / Common Code:
225697701) (the "Notes")
to tender their Notes for purchase by the Company
for cash (such invitation, the "Tender Offer").
The Tender Offer is being made on
the terms and subject to the satisfaction or waiver of the New
Financing Condition (as defined below) and the other conditions
contained in the tender offer memorandum dated 3 June 2024 (the
"Tender Offer Memorandum")
prepared by the Company and is subject to the offer restrictions
set out below and as more fully described in the Tender Offer
Memorandum.
Copies of the Tender Offer
Memorandum are (subject to distribution restrictions) available
from the Tender Agent as set out below. Capitalised terms used in
this announcement but not defined have the meaning given to them in
the Tender Offer Memorandum.
Summary of the Tender
Offer
|
Notes
|
ISIN /
Common Code
|
Outstanding Principal
Amount
|
Maturity
Date
|
Interest
Rate
|
Purchase Price per
€1,000
|
Maximum Acceptance
Amount
|
|
EUR
341,228,000 Senior Unsecured Notes due 2025
|
XS2256977013/ 225697701
|
EUR
341,228,000
|
12
November 2025
|
9.75%
|
€1,015.00
|
An amount
equal to the aggregate principal amount of the New Notes (as
defined herein). The Maximum Acceptance Amount will be announced as
soon as reasonably practicable after the pricing of the New Notes
(subject to the Company's right, in its sole and absolute
discretion, to increase or decrease the aggregate principal amount
of Notes accepted for purchase)
|
Rationale for the Tender
Offer
The Company is commencing the Tender
Offer as part of a refinancing transaction in connection with the
Company's expected issuance of senior notes on or prior to the
Payment Date (the "New
Notes"), in an amount and on terms and conditions reasonably
satisfactory to the Company (the "New Issuance"). The proceeds of the New
Notes, together with cash on balance sheet, will be used (i) to
complete the Tender Offer or otherwise repurchase the Notes (the
"Refinancing"), including
the payment of Accrued Interest and (ii) to pay the fees and
expenses in connection with the New Issuance and the
Refinancing.
Purchase Price and Accrued
Interest
If the Company decides to accept
valid tenders of Notes pursuant to the Tender Offer, the amount
that will be paid to each Noteholder on the Payment Date for the
Notes accepted for purchase from such Noteholder will be an amount
(rounded to the nearest €0.01 with €0.005 rounded upwards) equal to
the sum of:
(i) the aggregate amount of the
Notes of such Noteholder accepted for purchase pursuant to the
Tender Offer at the purchase price of €1,015.00 per €1,000
aggregate principal amount of Notes accepted (the "Purchase Price"); and
(ii) applicable amounts for Accrued
Interest up to but not including the Payment Date of the Notes
which are accepted for purchase in the Tender Offer.
Priority of
Acceptance
Noteholders that wish to tender
their Notes for purchase pursuant to the Tender Offer in addition
to subscribing for New Notes can receive (at the Company's sole and
absolute discretion) priority of acceptance ("Priority of Acceptance") in the Tender
Offer through the use of an Acceptance Code obtained from the
Dealer Managers, subject to the successful completion (in the sole
determination of the Company) of the offering of the New Notes and
the completion of the Tender Offer.
A Noteholder can obtain an
Acceptance Code by contacting the Dealer Managers,
the contact details for which can be found further
down the body of this announcement. The
receipt of an Acceptance Code in conjunction with the issue of the
New Notes does not constitute acceptance of a tender of Notes for
purchase pursuant to the Tender Offer by the Company. Priority of
Acceptance may be given, at the Company's sole and absolute
discretion, for an aggregate principal amount of Notes subject to a
Tender and Priority Acceptance Instruction equal to the aggregate
principal amount of New Notes allocated to the relevant Noteholder
in the distribution of the New Notes.
Acceptance and Scaling of
Tenders
If the Company decides to accept
valid tenders of Notes pursuant to the Tender Offer and the
aggregate principal amount of Notes validly tendered for purchase
and accepted by the Company is greater than the Final Acceptance
Amount, any accepted tenders of Notes not given Priority of
Acceptance by the Company in its sole and absolute discretion
("Non-Priority Tendered
Notes") will be scaled by a factor (a "Scaling Factor") derived from (i) the
difference between the Final Acceptance Amount and the aggregate
principal amount of the Notes given Priority of Acceptance by the
Company (in its sole and absolute discretion, in whole or in part),
divided by (ii) the aggregate principal amount of the Non-Priority
Tendered Notes that have been validly tendered pursuant to the
Tender Offer (subject to adjustment resulting from the rounding of
tenders of Non-Priority Tendered Notes described in the next
paragraph). The Company does not expect to apply any scaling factor
with respect to validly tendered and accepted Notes that are given
Priority of Acceptance by the Company (in its sole and absolute
discretion).
If a Noteholder submits Tender and
Priority Acceptance Instructions representing an aggregate
principal amount of Notes greater than the aggregate principal
amount of New Notes allocated to the relevant Noteholder, the
Company may, in its sole and absolute discretion, treat any such
excess amount as a Tender Only Instruction. This will be reflected
by the Tender Agent scaling the instruction by a factor equal to
the weighted average of 100 per cent. and the Scaling Factor
calculated in a manner that would result in equivalent acceptance
to if the Noteholder submitted a separate Tender Only Instruction
for the portion in excess of the aggregate principal amount of New
Notes allocated to the relevant Noteholder.
Each tender of Notes that is scaled
in this manner will be rounded down to the nearest €1,000 in
principal amount. In addition, in the event of any such scaling,
the Company intends to apply the Scaling Factor to each valid
tender of Notes in such a manner as will result in both (a) the
relevant Noteholder transferring Notes to the Company in an
aggregate principal amount of at least €100,000 (being the minimum
denomination of the Notes), and (b) the relevant Noteholder's
residual amount of Notes (being the principal amount of the Notes
the subject of the relevant Electronic Instruction that are not
accepted for purchase by virtue of such scaling) amounting to
either (i) at least €100,000 or (ii) zero, and the Company
therefore intends to adjust the relevant Scaling Factor applicable
to any relevant Electronic Instruction accordingly. If, following
the application of the Scaling Factor, the principal amount of
Notes otherwise due to be accepted for purchase from a Noteholder
pursuant to an Electronic Instruction would be less than €100,000,
the Company may in its sole and
absolute discretion choose to accept at
least €100,000, being the minimum denomination of the Notes, or
reject the relevant Electronic Instruction in its
entirety.
The Company's right to redeem
or purchase the remaining Notes following the purchase (and
corresponding cancellation) or redemption of 85 per cent. of the
Notes.
Under the terms and conditions of
the Notes, in the event that 85 per cent. or more of the principal
amount of the Notes has been repurchased (and cancelled) or
redeemed by the Company, including pursuant to the Tender Offer or
otherwise, the Company may redeem or purchase (or procure the
purchase of), at its option, all but not some only of the remaining
outstanding Notes at 100 per cent. of their principal amount,
together with interest accrued to (but excluding) the date of such
redemption or purchase, subject to the Company having given the
Noteholders not less than 15 nor more than 30 days' notice of such
redemption or purchase.
Noteholders should note that, if the
Company becomes entitled to, and decides to, exercise its optional
redemption or purchase right under the terms and conditions of the
Notes, Noteholders who do not participate in the Tender Offer will
receive a lower price for their Notes than they would have done
pursuant to the Tender Offer. In addition, during any period when
the Company may elect to redeem or purchase the Notes, the market
value of those Notes generally will not rise substantially above
the price at which they can be redeemed or purchased.
New Financing
Condition
The Company also announces today
that it intends to issue New Notes, subject to market conditions
(the "New
Issuance").
The Tender
Offer is conditioned, among other conditions, on the issuance and settlement
of the New Notes, on or prior to the Payment
Date, in an amount and on terms and
conditions reasonably satisfactory to the Company (the
"New Financing Condition").
There can be no assurance that the Company will be able to complete
the New Issuance
and satisfy the New Financing
Condition.
Even if the New Financing Condition
is satisfied or waived by the Company, the Company is under no
obligation to accept for purchase any Notes validly tendered
pursuant to the Tender Offer, tenders of Notes for purchase may be
rejected in the sole and absolute discretion of the Company for any
reason and the Company is under no obligation to Noteholders to
furnish any reason or justification for refusing to accept a tender
of Notes for purchase.
Any investment decision to purchase any New Notes should be
made solely on the basis of the information contained in the euro
medium term note programme base prospectus and, when available, the
final terms in respect of the New Notes to be published by the
Company (together, the "Prospectus"), and no reliance is to be
placed on any representations other than those contained in the
Prospectus. Subject to compliance with applicable securities laws
and regulations, the Prospectus in preliminary form is available
from the Dealer Managers on request.
For the avoidance of doubt, the ability to purchase New Notes
is subject to all applicable securities laws and regulations in
force in any relevant jurisdiction (including the jurisdiction of
the relevant Noteholder and the selling restrictions set out in the
Prospectus). It is the sole responsibility of each Noteholder to
satisfy itself that it is eligible to purchase the New
Notes.
The New Notes are not being, and will not be, offered or sold
in the United States. Nothing in either this announcement, the
Prospectus or 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
United States Securities Act of 1933, as amended (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 (as defined in Regulation S under the
Securities Act).
Compliance information for
the New Notes:
UK MiFIR PRODUCT GOVERNANCE /
PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET
MARKET - Solely for the purposes of each manufacturer's product
approval process, the target market assessment in respect of the
New Notes has led to the conclusion that: (i) the target market for
the Notes is only eligible counterparties, as defined in the FCA
Handbook Conduct of Business Sourcebook, and professional clients,
as defined in Regulation (EU) No 600/2014 as it forms part of UK
domestic law by virtue of the EUWA; and (ii) all channels for
distribution of the New Notes to eligible counterparties and
professional clients are appropriate. Any person subsequently
offering, selling or recommending the New Notes should take into
consideration each manufacturer's target market assessment;
however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook is responsible for
undertaking its own target market assessment in respect of the
Notes (by either adopting or refining each manufacturer's target
market assessment) and determining appropriate distribution
channels.
No
key information document required by Regulation (EU) No 1286/2014
(the "EU PRIIPs Regulation"), or the EU PRIIPs
Regulation as it forms part of UK 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 EEA or
in the UK has been prepared and therefore offering or selling the
New Notes or otherwise making them available to any retail investor
in the EEA or in the UK may be unlawful under the EU PRIIPs
Regulation or the UK PRIIPS Regulation, as
applicable.
See the Prospectus for further information.
No
action has been or will be taken in any jurisdiction in relation to
the New Notes to permit a public offering of such
securities.
Priority in Allocation of the
New Notes
When considering allocation of the
New Notes, the Company intends to give preference to those
Noteholders who, prior to such allocation, have validly tendered or
have given a firm intention to the Company or any Dealer Manager
that they intend to tender their existing Notes for purchase
pursuant to the Tender Offer.
Therefore, a Noteholder who wishes
to subscribe for New Notes in addition to tendering its existing
Notes for purchase pursuant to the Tender Offer may be eligible to
receive, at the sole and absolute discretion of the Company, New
Issue Priority, 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 manager of the
issue of the New Notes) in accordance with the standard new issue
procedures of such Dealer Manager. Any such preference will,
subject to the sole and absolute discretion of the Company, be
applicable up to the aggregate principal amount of Notes tendered
by such Noteholder (or in respect of which such Noteholder has
indicated a firm intention to tender as described above) pursuant
to the Tender Offer. However, the Company is not obliged to
allocate the New Notes to any Noteholder who has validly tendered
or indicated a firm intention to tender Notes pursuant to the
Tender Offer and, if New Notes are allocated to any such
Noteholder, the principal amount thereof may be less or more than
the principal amount of Notes tendered by such holder and accepted
by the Company pursuant to the Tender Offer. Any such allocation
will also, among other factors, take into account the minimum
denomination of the New Notes (being €100,000).
All allocations of the New Notes,
while being considered by the Company as set out above, will be
made in accordance with customary new issue allocation processes
and procedures in the sole and absolute discretion of the Company.
In the event that a Noteholder validly tenders Notes pursuant to
the Tender Offer, such Notes will remain subject to such tender and
the conditions of the Tender Offer as set out in the Tender Offer
Memorandum, including the blocking of such Notes, irrespective of
whether that Noteholder receives all, part or none of any
allocation of New Notes for which it has applied.
Existing Noteholders should note that the pricing and
allocation of the New Notes are expected to take place prior to the
Expiration Deadline for the Tender Offer, and any existing
Noteholder who wishes to subscribe for New Notes in addition to
tendering its Notes for purchase pursuant to the Tender Offer
should therefore provide, as soon as reasonably practicable, to the
Company or any Dealer Manager, a statement of its firm intention to
tender its Notes for purchase and the principal amount of the Notes
that it intends to tender.
Electronic
Instructions
In order to participate in, and be
eligible to receive payments of the Purchase Price and Accrued
Interest pursuant to the Tender Offer, Noteholders must validly
tender their Notes by delivering, or arranging to have delivered on
their behalf, a valid Electronic Instruction that is received by
the Tender Agent by 4:00 p.m. on Tuesday, 11 June 2024, unless
extended, re-opened, amended and/or terminated as provided in the
Tender Offer Memorandum (the "Expiration Deadline").
Electronic Instructions must be
submitted in respect of a minimum principal amount of Notes of no
less than €100,000, being the minimum denomination, and integral
multiples of €1,000 thereafter.
Indicative Timetable for the
Tender Offer
This is an indicative timetable
showing the expected timing of the Tender Offer assuming that
neither the Expiration Deadline nor the Payment Date is extended in
respect of the Tender Offer. This timetable is subject to change
and dates and times may be extended, amended or eliminated by the
Company in accordance with the terms of the Tender Offer, as more
fully described in the Tender Offer Memorandum. Accordingly, the
actual timetable may differ significantly from the timetable below.
This summary is qualified in its entirety by, and should be read in
conjunction with, the more detailed information appearing in the
Tender Offer Memorandum.
|
Event
|
Dates and Times
(all times are
British Summer Time)
|
|
Commencement of the Tender
Offer
Commencement of the Tender Offer upon the terms and subject to
the conditions set forth in the Tender Offer Memorandum.
Tender
Offer Memorandum available from the Tender Agent.
|
Monday, 3
June 2024
|
|
Expiration
Deadline
Final deadline for receipt of valid
Electronic Instructions by the Tender Agent in order for
Noteholders to be able to participate in the Tender
Offer.
The Tender Offer will expire on the
Expiration Deadline unless extended, re-opened, amended or
terminated prior to such Expiration Deadline. The Company may, in
its sole and absolute discretion, re-open, extend, amend or
terminate the Tender Offer.
|
4:00 p.m.
on Tuesday, 11 June 2024
|
|
Announcement of Final
Results
As soon as reasonably practicable
after the Expiration Deadline, the Company will announce
the results of the Tender Offer, including the principal amount
validly tendered pursuant to the Tender Offer, the Final Acceptance
Amount and the Scaling Factor.
|
As soon as
reasonably practicable after the Expiration Deadline
|
|
Payment
Date
Subject to satisfaction or waiver of
the New Financing Condition, the Company will pay the Purchase
Price (plus Accrued Interest) for the Final Acceptance Amount in an
amount equal to the Aggregate Tender Consideration.
|
Expected to
be on Friday, 14 June 2024
|
The above dates and times are subject, where applicable, to
the right of the Company, in its sole and absolute discretion, to
extend, re-open, amend and/or terminate the Tender Offer, subject
to applicable laws and as more fully described in the Tender Offer
Memorandum.
Noteholders are advised to check with any broker, dealer,
bank, custodian, trust company or other nominee or intermediary
through which they hold Notes to confirm whether such intermediary
requires that it receives instructions for such Noteholder to
participate in, or revoke such Noteholder's instruction to
participate in, the Tender Offer before the deadlines specified
above. The deadlines set by each Clearing System for the submission
and withdrawal of Electronic Instructions will be earlier than the
relevant deadlines above.
Any extension, termination,
re-opening or amendment of the Tender Offer will be followed as
soon as reasonably practicable by announcement thereof, such
announcement in the case of an extension to be issued no later than
9:00 a.m., London time on the next Business Day following the
previously scheduled Expiration Deadline and/or the Payment
Date.
Unless stated otherwise, all
announcements will be made by the Company by (i) publication
through RNS and (ii) delivery of notices to the Clearing Systems
for communication to Direct Participants. Such announcements may
also be made on the Informa IGM Screen Insider service. Significant
delays may be experienced in respect of notices delivered to the
Clearing Systems and Noteholders are urged to contact the Tender
Agent for the relevant announcements during the course of the
Tender Offer, the contact details for which can be found further
down the body of this announcement.
In addition, Noteholders may contact
the Dealer Managers for information using the contact details found
further down the body of this announcement.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Tender Offer.
Questions and requests for
assistance in connection with the Tender Offer may be directed to
the Dealer Managers:
|
THE DEALER MANAGERS
|
|
HSBC Bank
plc
8 Canada
Square
London
E14 5HQ
United Kingdom
Attention: Liability Management, DCM
Tel: +44
20 7992 6237
Email: lm_emea@hsbc.com
|
Jefferies International
Limited
100
Bishopsgate
London EC2N 4JL
United Kingdom
Attention: Debt Capital Markets
Tel: +44
20 7029 8000
Email: emea_fig_dcm@jefferies.com
|
|
Requests for information in
relation to the procedures for tendering Notes and participating in
the Tender Offer and the submission of an Electronic Instruction
should be directed to the Tender Agent:
|
|
THE 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: ipfin@is.kroll.com
Website: https://deals.is.kroll.com/ipfin
|
This announcement is made by International Personal Finance
plc and contains information that qualified or may have qualified
as inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/201 ("EU MAR"), including as it forms
part of UK domestic law by virtue of the EUWA ("UK MAR"),
encompassing information relating to the Tender Offer described
above. For the purposes of EU MAR and UK MAR and the Implementing
Technical Standards, this announcement is made by Tom Crane,
Company Secretary at International Personal Finance
plc.
LEI: 213800II1O44IRKUZB59
DISCLAIMER: This announcement
must be read in conjunction with the Tender Offer Memorandum. This
announcement and the Tender Offer Memorandum contain important
information which should be read carefully before any decision is
made with respect to the Tender Offer. If any Noteholder is in any
doubt as to the contents of the Tender Offer Memorandum or the
action it should take, it is recommended to seek its own financial
advice, including in respect of any tax consequences, 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,
clearing system, trust company or other nominee must contact such
entity if it wishes to tender such Notes pursuant to the Tender
Offer. None of the Company, the Dealer Managers or the Tender Agent
or any of their respective directors, employees or affiliates makes
any recommendation whether Noteholders should tender Notes pursuant
to the Tender Offer.
Offer and Distribution
Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in the Tender Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and/or the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
come(s) are required by each of the Company, the Dealer Managers
and the Tender Agent to inform themselves about, and to observe,
any such restrictions. Nothing in this announcement
nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Notes (and tenders of Notes in
the Tender Offer will not be accepted from any Noteholders) in any
circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where
applicable laws require the Tender Offer to be made by a licensed
broker or dealer, and any of the Dealer Managers or any of their
affiliates is such a licensed broker or dealer in such
jurisdictions, the Tender Offer shall be deemed to be made by such
Dealer Managers or such affiliates (as the case may be) on behalf
of the Company in such jurisdictions, in accordance with applicable
laws and regulations.
No
action has been or will be taken in any jurisdiction in relation to
the New Notes that would permit a public offering of such
securities. The minimum denomination of the New Notes will be
€100,000.
United States
The Tender 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. This includes, but is not limited
to, facsimile transmission, electronic mail, telephone and the
internet. The Notes may not be tendered in the Tender Offer by any
such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United
States as defined in Regulation S of the Securities Act.
Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offer are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by brokers, dealers, banks,
custodians, trust companies or other nominees or intermediaries) in
or into the United States. Any purported tender of Notes in the
Tender 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 or 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.
Each person participating in the
Tender Offer will represent that it or any beneficial owner of the
Notes or any person on whose behalf such person is acting is not a
U.S. person (as defined in Regulation S under the Securities
Act) or a resident and/or located in the United States and will not
be resident and/or located in the United States at the time of the
submission of its Tender pursuant to the Tender Offer.
For the purposes of this and the above
paragraph, "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.
United Kingdom
The communication of
this announcement, the Tender Offer Memorandum and
any other documents or materials relating to the Tender
Offer are 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 be communicated to
(1) those persons who are existing members or creditors of the
Company or other persons within Article 43 of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005, and
(2) to any other persons to whom these documents and/or materials
may lawfully be communicated.
France
This announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offer may not be distributed in the
Republic of France except to a qualified investor (investisseur qualifié), as defined and
in accordance with Article L.411-2 of the French Code monétaire et financier as amended from
time to time, and Article 2(e) of Regulation (EU) 2017/1129, as
amended.
Italy
None of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Tender Offer 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 Tender Offer 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.
A holder of Notes located in the
Republic of Italy can tender Notes 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 Notes or the Tender Offer.