THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR RELEASE,
PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY, IN
WHOLE OR IN PART, IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT
IN, OR AT ANY ADDRESS IN, THE UNITED STATES (INCLUDING ITS
TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE
DISTRICT OF COLUMBIA), AUSTRALIA, JAPAN, SOUTH AFRICA OR TO
U.S. PERSONS (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE
U.S. SECURITIES ACT OF 1933 (THE "SECURITIES ACT")) OR ANY OTHER
JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT
AN OFFER OF SECURITIES IN ANY JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION.
For
immediate release
30
July 2024
OCADO GROUP
PLC
Pricing of £250 million
Convertible Bond Offering
Ocado Group plc ("Ocado" or the
"Company") is pleased to announce the successful pricing of the
offering of £250 million of guaranteed senior unsecured convertible
bonds due 2029 (the "Bonds") (the "Convertible Bond
Offering").
Concurrently with the launch of the
Convertible Bond Offering the Company also announced yesterday its
intention to offer £350 million in aggregate principal amount of
sterling-denominated senior unsecured notes due 2029 (the "High
Yield Offering", and together with the Convertible Bond Offering,
the "Offerings"). The Offerings are
intended to raise total gross proceeds of £600 million.
The Bonds will be issued by Ocado
and initially guaranteed by Ocado Holdings Limited, Ocado Operating
Limited, Ocado Central Services Limited, Ocado Innovation Limited,
Ocado Solutions Limited, Ocado Solutions USA Inc., Ocado Solutions
(US) ProCo LLC, Ocado Solutions Canada Inc., and Ocado Intelligent
Automation Limited (together, the "Guarantors"), with the
Guarantors subject to change in certain circumstances.
The Bonds will be issued at par and
will carry a coupon of 6.25% per annum payable semi-annually
in arrear in equal instalments on 6
February and 6
August of each year, commencing on
6 February 2025. The Bonds
will be convertible into ordinary shares of 2 pence each in the
capital of the Company ("Ordinary Shares"). The initial conversion
price shall be £6.105, representing
a premium of 50% above the Clearing Price (as
defined below) determined through the simultaneous placement of existing Ordinary Shares conducted
alongside the Convertible Bond Offering (the "Delta Placement"). The conversion price will be subject to
adjustment in certain circumstances in line with market
practice.
The Company has also been advised by
the Joint Global Coordinators (as defined below) that the Delta
Placement announced yesterday was completed in respect of 11.3
million existing Ordinary Shares, at a price of
£4.07 per share (the "Clearing Price"). The Company did
not receive any proceeds from the sale of these Ordinary Shares as
these were not being issued by, or sold on behalf of, the
Company.
Settlement and delivery of the Bonds
is expected to take place on or about 6 August 2024 (the "Closing Date"). If not previously converted,
redeemed or purchased and cancelled, the Bonds will be redeemed at
par on 6 August
2029.
Application is intended to be made
for the Bonds to be admitted to trading on the unregulated open
market (Freiverkehr) of
the Frankfurt Stock Exchange after the Closing Date but prior to
the first interest payment date.
In the context of the Convertible
Bond Offering, the Company has agreed to a lock-up relating to
equity and equity-related securities for a period commencing on the
date hereof and ending 90 calendar days following the Closing Date,
subject to certain exceptions.
Barclays Bank PLC, BNP PARIBAS and
Goldman Sachs International acted as Joint Global Coordinators (the
"Joint Global Coordinators") and the Joint Global Coordinators
together with Deutsche Bank AG, London Branch acted as Joint
Bookrunners (together, the "Joint Bookrunners") in respect of the
Convertible Bond Offering.
Lazard & Co., Limited is acting
as independent financial adviser to Ocado Group plc in relation to
the Offerings.
This Announcement should be read in
its entirety. In particular, you should read and understand the
information provided in the "Important Notice" section of this
Announcement.
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, as amended, and including as it
forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018.
For
further information on the Announcement, please
contact:
Ocado Group plc
Stephen Daintith, Chief Financial
Officer
+44 (0) 1707 228 000
Nick Coulter, Head of Investor
Relations
+44 (0) 1707 228 000
Jamie Kerr, Head of
Communications
+44 (0) 1707 228 000
Lucy Legh, Headland
Consultancy
+44 (0) 20 3805 4822
ocadogroup@headlandconsultancy.com
About Ocado Group
Ocado Group is a UK based technology
company trading on the London Stock Exchange (Ticker OCDO). It
provides end-to-end online grocery fulfilment solutions to thirteen
of the world's largest grocery retailers and holds a 50% share of
Ocado Retail Ltd in the UK in a Joint Venture with Marks &
Spencer. Ocado has spent two decades innovating for grocery online,
investing in a wide technology estate that includes robotics, AI
& machine learning, simulation, forecasting, and edge
intelligence.
Person responsible for arranging
release of this Announcement:
Neill Abrams
Group General Counsel and Company Secretary
Ocado Group plc
Buildings One & Two
Trident Place
Mosquito Way
Hatfield
Hertfordshire AL10
9UL
email:
company.secretary@ocado.com
LEI: 213800LO8F61YB8MBC74
Pre-Emption Group
Reporting
The Convertible Bond Offering
constitutes a non-pre-emptive issue of equity securities for cash
and accordingly the Company makes the following post-transaction
report in accordance with the most recently published Pre-Emption
Group Statement of Principles (2022).
|
Name of issuer
|
Ocado Group plc
|
|
Transaction details
|
Convertible Bond Offering of £250
million guaranteed senior unsecured convertible bonds due 2029.
Settlement and delivery of the Bonds is expected to take place on
or about 6 August 2024.
|
|
Use
of proceeds
|
The net proceeds from the Offerings
(being the Convertible Bond Offering and the High Yield Offering),
together with cash from the balance sheet to the extent needed, are
intended to be used to fund the tender offer announced by the
Company on 29 July 2024.
To the extent the net proceeds of
the Offerings exceed the amount required in connection with such
tender offer, the Company expects to retain such funds to be used
to reduce leverage over time, whether at maturity of the relevant
debt or otherwise.
The purpose of these financing
transactions is, amongst other things, to proactively extend the
maturity profile of Ocado's debt. An appropriate financing policy
and sufficient liquidity position continue to be an important
foundation to enable investment in Ocado's growth plans while
maintaining a healthy financial profile.
|
|
Quantum of proceeds
|
£250 million
|
|
Discount
|
In accordance with the Pre-Emption
Group Statement of Principles (2022), the initial conversion price
of the Bonds did not represent a discount to the closing price of
£4.07 per Ocado ordinary share on 29 July 2024, being the date of
pricing of the Bonds.
|
|
Allocations
|
The Company was involved in the
allocations process, which has been carried out in compliance with
all applicable MiFID II allocation requirements. Where practicable,
allocations to the existing shareholders who have expressed
interest in investing in instruments such as the Bonds were
considered in the first instance.
|
|
Consultation
|
To the extent reasonably practicable
and permitted by law, the Joint Global Coordinators undertook a
pre-launch wall-crossing process to consult with major shareholders
in relation to the Company's proposed Offerings, including the
Convertible Bond Offering.
|
|
Retail investors
|
Instruments such as the Bonds are
not considered to be an appropriate product for offering to retail
investors. Retail investors were not able to participate in the
Convertible Bond Offering due to the Bonds being denominated in
principal amounts of £100,000 each.
|
Important
Notice
NO ACTION HAS BEEN TAKEN BY THE
ISSUER, THE GUARANTORS, THE JOINT BOOKRUNNERS OR ANY OF THEIR
RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS OR
POSSESSION OR DISTRIBUTION OF THIS ANOUNCEMENT OR ANY OFFERING OR
PUBLICITY MATERIAL RELATING TO THE BONDS IN ANY JURISDICTION WHERE
ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION
THIS ANOUNCEMENT COMES ARE REQUIRED BY THE ISSUER, THE GUARANTORS
AND THE JOINT BOOKRUNNERS TO INFORM THEMSELVES ABOUT, AND TO
OBSERVE, ANY SUCH RESTRICTIONS.
THIS ANOUNCEMENT IS NOT FOR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES.
THIS ANOUNCEMENT IS NOT AN OFFER TO SELL SECURITIES OR THE
SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY
OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE
WOULD BE UNLAWFUL.
These materials are not an offer of
securities for sale in the United States. The securities referred
to herein have not been, and will not be, registered under the U.S.
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 US persons absent registration or an
exemption from registration under the Securities Act. There is no
intention to register any securities referred to herein in the
United States or to make a public offering of the securities in the
United States.
THIS ANOUNCEMENT AND THE OFFERING
WHEN MADE ARE ONLY ADDRESSED TO, AND DIRECTED IN, THE UNITED
KINGDOM AND MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA")
AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE
PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). FOR THESE PURPOSES,
THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION (EU)
2017/1129 AND REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (THE "EUWA").
SOLELY FOR THE PURPOSES OF THE
PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE
2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID
II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU)
2017/593 SUPPLEMENTING MIFID II; (C) LOCAL IMPLEMENTING MEASURES IN
THE EEA; (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA ("UK MIFIR"); AND (E)
THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE
SOURCEBOOK (TOGETHER, THE "PRODUCT GOVERNANCE REQUIREMENTS"), AND
DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT,
CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES
OF THE PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH
RESPECT THERETO, THE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL
PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE
BONDS IS (A) IN THE EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL
CLIENTS ONLY, EACH AS DEFINED IN MIFID II AND (B) IN THE UNITED
KINGDOM, ELIGIBLE COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK
CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS
DEFINED IN UK MIFIR); AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE
BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE
APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR
RECOMMENDING THE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO
CONSIDERATION THE MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER,
A DISTRIBUTOR SUBJECT TO MIFID II OR THE FCA HANDBOOK PRODUCT
INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS RESPONSIBLE FOR
UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE
BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET
MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION
CHANNELS.
THE TARGET MARKET ASSESSMENT IS
WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL
SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE
BONDS.
FOR THE AVOIDANCE OF DOUBT, THE
TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF
SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR UK
MIFIR; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF
INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION
WHATSOEVER WITH RESPECT TO THE BONDS.
THE BONDS 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 EEA OR THE UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL
INVESTOR MEANS (A) IN THE EEA, A PERSON WHO IS ONE (OR MORE) OF:
(I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) 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 AND (B)
IN THE UNITED KINGDOM, 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 UNITED KINGDOM 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 OF THE
UNITED KINGDOM (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
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA.
CONSEQUENTLY, NO KEY INFORMATION
DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014, AS AMENDED (THE
"PRIIPS REGULATION") OR THE PRIIPS REGULATION AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK PRIIPS
REGULATION") FOR OFFERING OR SELLING THE BONDS OR OTHERWISE MAKING
THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM
HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE BONDS OR
OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA
OR THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION
AND/OR THE UK PRIIPS REGULATION.
IN ADDITION, IN THE UNITED KINGDOM
THIS ANOUNCEMENT IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY
AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN
MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER
2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING
WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT
MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER
BEING REFERRED TO AS "RELEVANT PERSONS"). THIS ANOUNCEMENT MUST NOT
BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO
ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA,
BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR
INVESTMENT ACTIVITY TO WHICH THIS ANOUNCEMENT RELATES IS AVAILABLE
ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B)
QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA.
THIS ANOUNCEMENT HAS NOT BEEN AND
WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY
OF SINGAPORE. ACCORDINGLY, THIS ANOUNCEMENT AND ANY OTHER DOCUMENT
OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR
SUBSCRIPTION OR PURCHASE, OF THE SECURITIES MAY NOT BE CIRCULATED
OR DISTRIBUTED, NOR MAY THE SECURITIES BE OFFERED OR SOLD, OR BE
MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE,
WHETHER DIRECTLY OR INDIRECTLY, TO ANY PERSON IN SINGAPORE OTHER
THAN (I) TO AN INSTITUTIONAL INVESTOR (AS DEFINED IN SECTION 4A OF
THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE, AS MODIFIED OR
AMENDED FROM TIME TO TIME (THE "SFA")) PURSUANT TO SECTION 274 OF
THE SFA, OR (II) TO AN ACCREDITED INVESTOR (AS DEFINED IN SECTION
4A OF THE SFA) PURSUANT TO AND IN ACCORDANCE WITH THE CONDITIONS
SPECIFIED IN SECTION 275 OF THE SFA.
SINGAPORE SFA PRODUCT
CLASSIFICATION: IN CONNECTION WITH SECTION 309B OF THE SFA AND THE
SECURITIES AND FUTURES (CAPITAL MARKETS PRODUCTS) REGULATIONS 2018
OF SINGAPORE (THE "CMP REGULATIONS 2018"), THE ISSUER HAS
DETERMINED, AND HEREBY NOTIFIES ALL RELEVANT PERSONS (AS DEFINED IN
SECTION 309A(1) OF THE SFA), THAT THE SECURITIES ARE 'PRESCRIBED
CAPITAL MARKETS PRODUCTS' (AS DEFINED IN THE CMP REGULATIONS 2018)
AND EXCLUDED INVESTMENT PRODUCTS (AS DEFINED IN MAS NOTICE SFA
04-N12: NOTICE ON THE SALE OF INVESTMENT PRODUCTS AND MAS NOTICE
FAA-N16: NOTICE ON RECOMMENDATIONS ON INVESTMENT
PRODUCTS).
THE BONDS MAY BE SOLD ONLY TO
PURCHASERS IN THE PROVINCES OF CANADA PURCHASING, OR DEEMED TO BE
PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED
IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION
73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS,
AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS,
EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE
BONDS OR SHARES ISSUED ON CONVERSION OF THE BONDS MUST BE MADE IN
ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT
TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES
LAWS.
ANY DECISION TO PURCHASE ANY OF THE
BONDS SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY
A PROSPECTIVE INVESTOR OF THE ISSUER'S AND THE GUARANTORS' PUBLICLY
AVAILABLE INFORMATION AND THE TERMS OF THE SECURITIES, AS
APPLICABLE. NEITHER THE JOINT BOOKRUNNERS NOR ANY OF THEIR
RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF,
OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF,
THIS DOCUMENT OR THE ISSUER'S AND THE GUARANTORS' PUBLICLY
AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS
ANOUNCEMENT IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP
TO THE CLOSING DATE.
EACH PROSPECTIVE INVESTOR SHOULD
PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN
INVESTMENT IN THE SECURITIES. NONE OF THE ISSUER, THE GUARANTORS OR
THE JOINT BOOKRUNNERS MAKE ANY REPRESENTATION AS TO (I) THE
SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE
APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF
INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE
SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING
INVESTMENTS.
THE JOINT BOOKRUNNERS ARE ACTING ON
BEHALF OF THE ISSUER AND THE GUARANTORS AND NO ONE ELSE IN
CONNECTION WITH THE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER
PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE
BOOKRUNNERS OR FOR PROVIDING ADVICE IN RELATION TO THE
SECURITIES.
Each of the Issuer, the GuarantorS,
the JOINT BOOKRUNNERS and their respective affiliates expressly
disclaims any obligation or undertaking to update, review or revise
any statement contained in this ANOUNCEMENT whether as a result of
new information, future developments or otherwise.