NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR
INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
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 IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018
VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES ANY
AND ALL CASH TENDER OFFER AND MAXIMUM TENDER OFFERS FOR U.S. DOLLAR
NOTES DUE 2025, 2037 AND 2043
(Newbury, Berkshire - England) -
June 25, 2024 - Vodafone Group Plc
("Vodafone" or the "Company") announces the launch of its offers to
purchase for cash in three concurrent, but separate offers, (i) any
and all of its outstanding 4.125% Notes due May 2025 (the "Any and
All Notes"), of which $1,500,000,000 is outstanding; (ii) up to
$440,000,000 aggregate principal amount of its 6.150% Notes due
February 2037 (the "2037 Notes"); and (iii) up to $730,000,000
aggregate principal amount of its 4.375% Notes due February 2043
(the "2043 Notes", and together with the 2037 Notes, the "Maximum
Tender Offer Notes", and together with the Any and All Notes, the
"Notes") upon the terms of, and subject to the conditions in, the
offer to purchase dated June
25, 2024 (the "Offer to Purchase") and, in
the case of the Any and All Notes only, the accompanying notice of
guaranteed delivery (the "Notice of Guaranteed Delivery," together
with the Offer to Purchase, the "Tender Offer Documents"),
including the New Financing Condition (as defined
below).
Each offer to purchase each series
of Notes is referred to herein as an "Offer" and the offers to
purchase the Notes as the "Offers." The offer to purchase the Any
and All Notes is referred to herein as the "Any and All Tender
Offer" and the offers to purchase the Maximum Tender Offer Notes
are referred to herein as the "Maximum Tender Offers." Capitalised
terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Offer to Purchase.
Holders are advised to read carefully the Tender
Offer Documents for full details of, and information on the
procedures for participating in, the Offers. All documentation
relating to the Offers, including the Tender Offer Documents,
together with any updates, are available at the following website:
https://deals.is.kroll.com/vodafone-usd.
The following tables set forth certain terms of the
Any and All Tender Offer and the Maximum Tender Offers,
respectively:
|
Title of
Security
|
CUSIP /
ISIN
|
Outstanding Principal
Amount
|
Reference U.S. Treasury
Security
|
Bloomberg Reference
Page(1)
|
Fixed Spread (basis
points)
|
|
4.125%
Notes due May 2025
|
92857WBJ8
/ US92857WBJ80
|
$1,500,000,000
|
4.25%
U.S. Treasury
due May
31, 2025
|
FIT3
|
10
|
|
Title of
Security
|
CUSIP /
ISIN
|
Outstanding Principal
Amount
|
Series Tender
Cap(2)
|
Reference U.S. Treasury
Security
|
Bloomberg Reference
Page(1)
|
Fixed Spread (basis
points)
|
Early Tender Premium(3)
|
|
6.150%
Notes due February 2037
|
92857WAQ3/ US92857WAQ33
|
$1,700,000,000
|
$440,000,000
|
4.375%
U.S. Treasury due May 15, 2034
|
FIT1
|
100
|
$50
|
|
4.375%
Notes due February 2043
|
92857WBD1
/ US92857WBD11
|
$1,400,000,000
|
$730,000,000
|
4.625%
U.S. Treasury due May 15, 2044
|
FIT1
|
80
|
$50
|
(1) The page on Bloomberg
from which the Dealer Managers will quote the bid-side price of the
applicable Reference U.S. Treasury Security.
(2) The offers with
respect to the Maximum Tender Offer Notes are subject to the
applicable series tender cap set out in the table above (each, a
"Series Tender Cap") which is specified as
an aggregate principal amount of the relevant series of Maximum
Tender Offer Notes. Vodafone will purchase Maximum Tender Offer
Notes subject to the applicable Series Tender Caps set forth in the
table above. Subject to applicable law, Vodafone reserves the
right, but is under no obligation, to increase, decrease or
eliminate any Series Tender Cap with respect to a particular series
at any time and in its sole discretion. Any such increase, decrease
or elimination could result in Vodafone purchasing an aggregate
principal amount of a series of Maximum Tender Offer Notes having a
greater or lesser aggregate principal amount than the amounts set
out above.
(3) For each $1,000
principal amount of Maximum Tender Offer Notes tendered at or prior
to the Early Tender Time and accepted for purchase. The Maximum
Tender Total Consideration for the Maximum Tender Offer Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time and accepted for purchase will be calculated in the
manner described herein using the applicable Fixed Spread and is
already inclusive of the Early Tender Premium. For the avoidance of
doubt, the Early Tender Premium is not payable in addition to the
Maximum Tender Total Consideration.
All Notes accepted in the Offers will be
cancelled and retired by the Company.
Purpose of the Offers
The Offers, the Concurrent Euro
Tender Offers (as defined below) and the issuance of the New Notes
(as defined below) are being undertaken to, among other things,
proactively manage the Company's outstanding debt
portfolio.
Concurrent Euro Tender
Offers
Concurrently with the launch of the Offers, the
Company has commenced cash tender offers to purchase any and all of
its outstanding €1,000,000,000 1.875% Notes due 2025,
€1,000,000,000 1.125% Notes due 2025 and €1,750,000,000 2.2% Notes
due 2026, of which a total of €3,750,000,000 is outstanding (the
"Concurrent Euro Tender Offers").
The
Concurrent Euro Tender Offers are not being made, and will not be
made, directly or indirectly, in or into the United States or to,
or for the account or benefit of, any U.S. Person (as defined in
Regulation S of the U.S. Securities Act of 1933).
New Financing Condition
The Company is today, June 25,
2024, announcing its intention to issue new U.S. dollar-denominated
notes, subject to market conditions (the "New Notes"). Whether the
Company will accept for purchase any Notes validly tendered in the
Offers and complete the Offers is subject, without limitation, to
the successful completion (in the sole and absolute determination
of the Company) of the issuance of the New Notes (the "New
Financing Condition").
Consideration for the
Notes
Upon the terms and subject to the conditions set
forth in the Tender Offer Documents, including the New Financing
Condition, Holders of the Any and All Notes who validly tender and
do not validly withdraw the Any and All Notes at or prior to the
Any and All Expiration Time or the Guaranteed Delivery Date
pursuant to the Guaranteed Delivery Procedures, and whose Any and
All Notes are accepted for purchase by the Company, will receive
the Any and All Purchase Price Consideration for each $1,000
principal amount of the Any and All Notes, which will be payable in
cash.
Upon the terms and subject to the conditions set
forth in the Tender Offer Documents, including the New Financing
Condition, and subject to the applicable Series Tender Cap, Holders
who validly tender and do not validly withdraw the Maximum Tender
Offer Notes at or prior to the Early Tender Time, and whose Maximum
Tender Offer Notes are accepted for purchase by Vodafone, will
receive the Maximum Tender Total Consideration, which already
includes the Early Tender Premium, for each $1,000 principal amount
of the Maximum Tender Offer Notes, which will be payable in cash.
Holders who validly tender the Maximum Tender Offer Notes after the
Early Tender Time, and at or prior to the Maximum Tender Expiration
Time whose Maximum Tender Offer Notes are accepted for purchase by
Vodafone, will receive the Late Maximum Tender Offer Consideration
for each $1,000 principal amount of the Maximum Tender Offer Notes,
which will be payable in cash.
The Any and All Purchase Price Consideration or the
Maximum Tender Total Consideration, as applicable, will be
calculated at the applicable Price Determination Time and will be
determined in accordance with standard market practice, as
described below, using the sum of (such sum for each series of
Notes, the "Offer
Yield"):
(i)
the reference yield, as calculated by the Dealer Managers in
accordance with standard market practice, that corresponds to the
bid-side price of the applicable Reference U.S. Treasury Security
in the table above for the respective series of Notes appearing at
the applicable Price Determination Time on the Bloomberg Reference
Page specified in the table above for the respective series of
Notes (or any other recognized quotation source selected by
Vodafone in consultation with the Dealer Managers if such quotation
report is not available or manifestly erroneous) (such reference
yield, the "Reference Yield"), plus
(ii)
the applicable Fixed Spread specified in the table above for the
respective series of Notes.
Subject to the terms and conditions described in the
Tender Offer Documents, the Any and All Purchase Price
Consideration for each $1,000 principal amount of the Any and All
Notes accepted by Vodafone pursuant to the Any and All Tender Offer
will be determined in accordance with standard market practice as
described by the formula set forth in Annex A-1 to the Offer to
Purchase, and will equal (i) the present value on the Any and All
Settlement Date of $1,000 principal amount of such Any and All
Notes due on the scheduled maturity date of such Any and All Notes
and all scheduled interest payments on such Any and All Notes to be
made from (but excluding) the Any and All Settlement Date up to
(and including) such scheduled maturity date, discounted to the Any
and All Settlement Date at a discount rate equal to the applicable
Offer Yield, minus (ii) the Accrued Interest per $1,000 principal
amount of the Any and All Notes; with the total amount being
rounded to the nearest cent per $1,000 principal amount of such
Notes. The Early Tender Premium is
not applicable to the Any and All Tender Offer.
Subject to the terms and conditions described in the
Tender Offer Documents, including the Series Tender Caps, the
Maximum Tender Total Consideration for each $1,000 principal amount
of the Maximum Tender Offer Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time and accepted by
Vodafone pursuant to the Maximum Tender Offers will be determined
in accordance with standard market practice as described by the
formula set forth in Annex A-1 to the Offer to Purchase, and will
equal (i) the present value on the Early Tender Settlement Date of
$1,000 principal amount of such Maximum Tender Offer Notes due on
the scheduled maturity date of such Maximum Tender Offer Notes and
all scheduled interest payments on such Maximum Tender Offer Notes
to be made from (but excluding) the Early Tender Settlement Date up
to (and including) such scheduled maturity date, discounted to the
Early Tender Settlement Date at a discount rate equal to the
applicable Offer Yield, minus (ii) the Accrued Interest per $1,000
principal amount of such Notes as of the Early Tender Settlement
Date; with the total amount being rounded to the nearest cent per
$1,000 principal amount of such Maximum Tender Offer Notes. The
Maximum Tender Total Consideration for the Maximum Tender Offer
Notes, as calculated using the applicable Fixed Spread, already
includes the Early Tender Premium.
Subject to the terms and conditions described in the
Tender Offer Documents, including the Series Tender Caps, the Late
Maximum Tender Offer Consideration payable by Vodafone for each
$1,000 principal amount of the relevant Maximum Tender Offer Notes
validly tendered and accepted by Vodafone after the Early Tender
Time but at or prior to the Maximum Tender Expiration Time pursuant
to the Maximum Tender Offers will equal the applicable Maximum
Tender Total Consideration minus the Early Tender Premium.
Vodafone will issue a press release specifying the
applicable consideration for each series of Notes as soon as
reasonably practicable after the determination thereof by the
Dealer Managers.
Accrued Interest
In addition to the applicable
consideration, Holders whose Notes are accepted for purchase will
be paid the Accrued Interest thereon. Interest will cease to accrue
on the applicable Settlement Date for all Notes accepted in the
Offers. For avoidance of doubt, interest
will cease to accrue on the Any and All Settlement Date for all Any
and All Notes accepted in the Any and All Tender Offer, including
Any and All Notes that are delivered pursuant to the Guaranteed
Delivery Procedures. All Notes accepted in the Offers will be
canceled and retired by Vodafone.
Series Tender
Cap
With respect to the Maximum Tender Offers, if the
applicable Series Tender Cap is reached with respect to any series
of the Maximum Tender Offer Notes based upon the aggregate
principal amount of Maximum Tender Offer Notes of a series that are
validly tendered and not validly withdrawn at or prior to the Early
Tender Time, any Notes of such series tendered after the Early
Tender Time will not be accepted. If the applicable Series Tender
Cap is not reached with respect to a series of Maximum Tender Offer
Notes based upon the aggregate principal amount of Maximum Tender
Offer Notes of a series that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time, Maximum Tender
Offer Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Time will be accepted in priority to Maximum
Tender Offer Notes validly tendered after the Early Tender Time and
at or prior to the Maximum Tender Expiration Time, and any Notes of
such series validly tendered after the Early Tender Time and prior
to the Maximum Tender Expiration Time will be subject to the
applicable Series Tender Cap (when also taking into account the
Notes of such series validly tendered and not validly withdrawn at
or prior to the Early Tender Time). If the aggregate principal
amount of the Maximum Tender Offer Notes of a series that are
validly tendered and, in the case of the Early Tender Time, not
validly withdrawn at or prior to the Early Tender Time or the
Maximum Tender Expiration Time, as applicable, exceeds the
applicable Series Tender Cap, the Company will only accept for
purchase Notes of that series such that the aggregate principal
amount of such Maximum Tender Offer Notes does not exceed the
applicable Series Tender Cap. For the avoidance of doubt, Maximum
Tender Offer Notes of a series validly tendered and not validly
withdrawn at or prior to the Early Tender Time will always be
accepted in priority to those validly tendered after the Early
Tender Time.
Key Dates, Offer Period and Results
Holders of the Notes should note the following dates
relating to the Any and All Tender Offer:
|
|
|
|
|
|
|
Launch
Date...............................................................................................................
|
|
June 25, 2024.
|
|
|
|
Any and All Price Determination
Time..................................................................
|
|
At or around 11:00 a.m., New
York City time, on July 2, 2024, unless extended or earlier
terminated by the Company in its sole and absolute discretion,
subject to applicable law.
|
|
|
|
Any and All Withdrawal
Deadline..........................................................................
|
|
5:00 p.m., New York City
time, on July 2, 2024, unless extended or earlier terminated by the
Company in its sole and absolute discretion, subject to applicable
law.
|
|
|
|
Any and All Expiration
Time...................................................................................
|
|
5:00 p.m., New York City
time, on July 2, 2024, unless extended or earlier terminated by the
Company in its sole and absolute discretion, subject to applicable
law.
|
|
|
|
Any and All Results Announcement
Date.............................................................
|
|
The first business day after
the Any and All Expiration Time, July 3, 2024.
|
|
|
|
Guaranteed Delivery
Date........................................................................................
|
|
5:00 p.m., New York City
time, on July 5, 2024.
|
|
|
|
Any and All Settlement
Date...................................................................................
|
|
In respect of accepted Any
and All Notes that are delivered at or prior to the Any and All
Expiration Time, the Company expects the Any and All Settlement
Date to occur on the third business day after the Any and All
Expiration Time, July 8, 2024.
|
|
|
|
Guaranteed Delivery
Settlement
Date......................................................................................................
|
|
In respect of accepted Any
and All Notes that are delivered pursuant to the Guaranteed
Delivery Procedures, the Company expects the Guaranteed Delivery
Settlement Date to occur on the business day after the Guaranteed
Delivery Date, July 8, 2024.
|
|
|
Holders of the Notes should note the following dates
relating to the Maximum Tender Offers:
|
|
|
|
|
|
|
Launch
Date...............................................................................................................
|
|
June 25, 2024.
|
|
|
|
Early Tender
Time.....................................................................................................
|
|
5:00 p.m., New York City
time, on July 9, 2024, unless extended or earlier terminated by the
Company in its sole and absolute discretion, subject to applicable
law.
|
|
|
|
Maximum Tender Withdrawal
Deadline...............................................................
|
|
5:00 p.m., New York City
time, on July 9, 2024, unless extended or earlier terminated by the
Company in its sole and absolute discretion, subject to applicable
law.
|
|
|
|
Early Results Announcement
Date.........................................................................
|
|
The first business day after
the Early Tender Time, July 10, 2024
|
|
|
|
Maximum Tender Price Determination
Time.......................................................
|
|
10:00 a.m., New York City
time, on July 10, 2024, unless extended or earlier terminated by
the Company in its sole and absolute discretion, subject to
applicable law.
|
|
|
|
Early Tender Settlement
Date..................................................................................
|
|
In respect of Maximum Tender
Offer Notes that are validly tendered and not validly withdrawn at
or prior to the Early Tender Time and accepted for purchase, the
Company expects the Early Tender Settlement Date to occur on the
third business day after the Early Tender Time, July 12, 2024.
|
|
|
|
Maximum Tender Expiration
Time........................................................................
|
|
5:00 p.m., New York City
time, on July 24, 2024, unless extended or earlier terminated by
the Company in its sole and absolute discretion, subject to
applicable law.
|
|
|
|
Maximum Tender Results Announcement Date
|
|
The first business day after
the Maximum Tender Expiration Time, July 25, 2024.
|
|
|
|
Maximum Tender Settlement
Date........................................................................
|
|
In respect of Maximum Tender
Offer Notes that are validly tendered after the Early Tender Time
and at or prior to the Maximum Tender Expiration Time and accepted
for purchase, the Company expects the Maximum Tender Settlement
Date to occur on the second business day after the Maximum Tender
Expiration Time, July 26, 2024.
|
|
|
The relevant deadline set by any
intermediary or DTC for participation in the Offers will be earlier
than this deadline.
The acceptance of Notes for purchase
is conditional on the satisfaction of the conditions of the Offers
as provided in "Description of the Offers-Conditions to the Offers"
in the Offer to Purchase, including the New Financing
Condition.
The Company has retained Merrill
Lynch International and Santander US
Capital Markets LLC as Dealer Managers and Kroll Issuer Services
Limited as Information and Tender Agent (the "Information and
Tender Agent") for the purposes of the Offers.
Questions regarding procedures for
tendering Notes may be directed to the Information and Tender Agent
at +44 20 7704 0880 (London) or by email to vodafone@is.kroll.com,
Attention: Owen Morris. Questions regarding the Offers may be
directed to Merrill Lynch International at +1 (888) 292-0070 (toll
free), +1 (980) 387-3907 or +44 207 996 5420 (in London) or by
email to DG.LM-EMEA@bofa.com and to Santander US Capital Markets
LLC at +1 (855) 404-3636 (toll free) or +1 (212) 350-0660 or by
email to AmericasLM@santander.us.
This announcement is for
informational purposes only and does not constitute an offer to
buy, or a solicitation of an offer to sell, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful. The Offers
are only being made pursuant to the Offer to Purchase. Holders of
the Notes are urged to carefully read the Offer to Purchase before
making any decision with respect to the Offers.
This announcement does not
constitute or form a part of any offer or solicitation to purchase
or subscribe for, or otherwise invest in, New Notes in the United
States.
The New Notes will be issued
pursuant to a registration statement (File No. 333-273441) filed on
Form F-3ASR with the United States Securities and Exchange
Commission. Any investment decision to purchase any New Notes
should be made solely on the basis of the information contained in
the prospectus dated July 26, 2023, as supplemented by the
prospectus supplement to be dated June 25, 2024 (together, the
"Company Prospectus"), and no reliance is to be placed on any
representations other than those contained in the Company
Prospectus.
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 the Company, the Dealer Managers and the Information and
Tender Agent to inform themselves about and to observe any such
restrictions.
This announcement is made by
Vodafone Group Plc and contains information that qualified or may
have qualified as inside information for the purposes of Article
7(1) of the Market Abuse Regulation (EU) 596/2014 as it forms part
of domestic law in the United Kingdom by virtue of the European
Union (Withdrawal) Act 2018 (the "EUWA") ("UK MAR"), encompassing
information relating to the Offers described above. For the
purposes of UK MAR and Article 2 of Commission Implementing
Regulation (EU) 2016/1055 as it forms part of domestic law in the
United Kingdom by virtue of the EUWA, this announcement is made by
Maaike de Bie, Group General Counsel and Company Secretary of
Vodafone.
Offer and Distribution Restrictions
Italy
None of the Offers, this
announcement, the Offer to Purchase or any other document or
materials relating to the Offers has 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. The Offers are being carried out in the Republic of
Italy ("Italy") as an exempt offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of February 24,
1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended. Holders or beneficial owners of the Notes that are
resident or located in Italy can tender Notes for purchase in the
Offers 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 February 15, 2018, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with any other applicable laws and
regulations and with any 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
Offers.
United Kingdom
The communication of this
announcement and the Offer to Purchase and any other documents or
materials relating to the Offers is not being made by 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 ("FSMA 2000"). 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(1) of the FSMA
on the basis that it is only directed at and may only be
communicated to: (1) persons who are outside of the United Kingdom;
(2) investment professionals falling within the definition
contained in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order"); (3) those persons who are existing members or creditors of
the Company or other persons falling within Article 43(2) of the
Financial Promotion Order; or (4) any other persons to whom such
documents and/or materials may lawfully be communicated in
accordance with the Financial Promotion Order (all such persons
together referred to as "relevant persons"). This announcement, the
Offer to Purchase and any other documents or materials relating to
the Offers are only available to relevant persons. Any person who
is not a relevant person should not act or rely on this document or
any of its contents.
France
The Offers are not being made,
directly or indirectly, and neither this announcement, the Offer to
Purchase nor any other document or material relating to the Offers
has been or shall be distributed, to the public in the Republic of
France other than to qualified investors as defined in Article 2(e)
of the Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Neither this announcement, the Offer to Purchase nor any other
document or materials relating to the Offers have been or will be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
Neither this announcement, the Offer to Purchase nor
any other brochure, documents or materials relating to the Offers
has been, or will be, submitted or notified to, or approved or
recognized by, the Belgian Financial Services and Markets Authority
("Autorité des services et
marchés financiers"/"Autoriteit voor Financiële Diensten en
Markten"). In Belgium, the Offers do not constitute a public
offering within the meaning of Articles 3, §1, 1° and 6, §1 of the
Belgian Law of April 1, 2007 on public takeover bids ("loi relative aux offres publiques
d'acquisition"/"wet op de openbare overnamebiedingen"), as
amended or replaced from time to time. Accordingly, the Offers may
not be, and is not being advertised, and this announcement, the
Offer to Purchase, as well as any brochure, or any other material
or document relating thereto (including any memorandum, information
circular, brochure or any similar document) may not, has not and
will not be distributed or made available, directly or indirectly,
to any person located and/or resident within Belgium, other than to
"qualified investors" ("investisseurs qualifiés"/"qekwalificeerde
belegge"), within the meaning of Article 2(e) of the
Prospectus Regulation acting on their own account. Insofar as
Belgium is concerned, the Offers are made only to qualified
investors, as this term is defined above. Accordingly, the
information contained in this announcement, the Offer to Purchase
or in any brochure or any other document or material relating
thereto may not be used for any other purpose or disclosed or
distributed to any other person in Belgium.
General
This announcement does not
constitute an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes in the Offers will not be accepted from
Holders) in any circumstances in which such offer or solicitation
or acceptance 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 the
Dealer Managers' affiliates is such a licensed broker or dealer in
any such jurisdiction, the Offers shall be deemed to be made by
such Dealer Manager or such Dealer Manager's affiliate, as the case
may be, on behalf of the Company in such jurisdiction.
Each tendering Holder participating
in the Offers will be deemed to give certain representations in
respect of the jurisdictions referred to above and generally as set
out in the section titled "Description of the Offers-Procedures for
Tendering Notes-Other Matters" in the Offer to Purchase. Any tender
of Notes for purchase pursuant to the Offers from a Holder that is
unable to make these representations will not be accepted. Each of
the Company, the Dealer Managers and the Information and 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 Offers, whether any such representation given by a
Holder is correct and, if such investigation is undertaken and as a
result the Company determines (for any reason) that such
representation is not correct, such tender shall not be
accepted.
Forward-Looking Information
This announcement contains certain
forward-looking statements which reflect the Company's intent,
beliefs or current expectations about the future and can be
recognised by the use of words such as "expects," "will,"
"anticipate," or words of similar meaning. These forward-looking
statements are not guarantees of any future performance and are
necessarily estimates reflecting the best judgment of the senior
management of the Company and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. As a
consequence, these forward-looking statements should be considered
in light of various important factors that could cause actual
results to differ materially from estimates or projections
contained in the forward-looking statements, which include, without
limitation, the risk factors set forth in the Offer to Purchase.
The Company cannot guarantee that any forward-looking statement
will be realised, although it believes it has been prudent in its
plans and assumptions. Achievement of future results is subject to
risks, uncertainties and assumptions that may prove to be
inaccurate. Should known or unknown risks or uncertainties
materialise, or should underlying assumptions prove inaccurate,
actual results could vary materially from those anticipated,
estimated or projected. The Company undertakes no obligation to
update publicly or release any revisions to these forward-looking
statements to reflect events or circumstances or to reflect the
occurrence of unanticipated events, except as required by
applicable law.