TIDM75TW
RNS Number : 0667U
Annington Funding PLC
28 July 2022
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIES 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 of the United Kingdom by
virtue of the European Union (Withdrawal) Act 2018, as amended
.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN 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) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT
ANNINGTON FUNDING PLC ANNOUNCES TER OFFER
28 July 2022 . Annington Funding plc (the "Offeror") hereby
announces that it is separately inviting Noteholders of its
outstanding EUR600,000,000 1.650 per cent. Notes due 12 July 2024
(ISIN: XS1645519031) and GBP625,000,000 2.646 per cent. Notes due
12 July 2025 (ISIN: XS1645518496), each issued by the Offeror and
guaranteed by Annington Limited, Annington Homes Limited and
Annington Property Limited (together, the "Guarantors" and each a
"Guarantor") (the "Notes") to tender such Notes for purchase by the
Offeror for cash (the "Offers" and each an "Offer"), up to an
aggregate principal amount (the "Final Acceptance Amount") to be
announced by the Offeror and targeting an aggregate principal
amount of GBP300,000,000 (or the Euro Equivalent), all on the terms
and subject to the satisfaction of the New Notes Condition and the
other conditions set out in the tender offer memorandum dated 28
July 2022 (the "Tender Offer Memorandum").
Each Offer is subject to the conditions set out in the Tender
Offer Memorandum prepared in connection with the Offers and is
subject to the offer and distribution restrictions set out below.
Capitalised terms used in this announcement and not otherwise
defined have the meanings given to them in the Tender Offer
Memorandum.
Description ISIN Principal Maturity Par Benchmark Purchase Target Acceptance
of the amount Date Call Spread aggregate Priority
Notes outstanding Date principal Level
amount*
Subject as
set out
herein,
up to a total
aggregate
principal
amount of
GBP300,000,000
(or the Euro
Equivalent)
across all
Series of
Notes, subject
to increase
or decrease
EUR600,000,000 at the
1.650 per 2024 Notes Offeror's
cent. Notes 12 Interpolated sole and
due 12 12 July June Mid-Swap +75 absolute
July 2024 XS1645519031 EUR600,000,000 2024 2024 Rate bps discretion 1
-------------- --------------- --------- ----- -------------- --------- --------------- -----------
0.625 per
cent. UK
GBP625,000,000 Treasury
2.646 per Gilt due
cent. Notes 12 June 2025
due 12 12 July June (ISIN: +200
July 2025 XS1645518496 GBP625,000,000 2025 2025 GB00BK5CVX03) bps 2
-------------- --------------- --------- ----- -------------- --------- --------------- -----------
*The Final Acceptance Amount will be determined by the Offeror
at its sole and absolute discretion by reference to the aggregate
principal amount of Notes tendered for purchase pursuant to the
Offers. Priority allocation may apply in connection with the
allocation of potential New Notes as outlined in the Tender Offer
Memorandum under the heading "Terms and Conditions of the Offers -
Allocation of the New Notes".
Rationale and background for the Offers
The rationale for the Offers, and the intended issuance of New
Notes, is to proactively manage the Offeror's balance sheet and
maturity profiles. Notes purchased by the Offeror pursuant to an
Offer will be cancelled and will not be re-issued or re-sold. Notes
which have not been validly offered and accepted for purchase
pursuant to the Offers will remain outstanding.
Details of the Offers
Final Acceptance Amount and Series Acceptance Amount
The Offeror proposes to accept for purchase a target amount of
GBP300,000,000 (or the Euro Equivalent) in aggregate principal
amount of the Notes of all Series pursuant to the Offers, although
the Offeror reserves the right, in its sole discretion, to accept
less or more than such amount for purchase pursuant to the Offers
(the final aggregate principal amount of Notes of all Series
accepted for purchase by the Offeror being the Final Acceptance
Amount).
If the aggregate principal amount of Notes validly tendered
exceeds the Final Acceptance Amount, the Offeror will accept for
purchase only such portion of such Notes that does not result in
the aggregate principal amount of Notes purchased exceeding the
Final Acceptance Amount, as such amount may be increased, decreased
or otherwise amended by the Offeror in its sole discretion. The
Offeror will determine the allocation of the Final Acceptance
Amount between each Series in accordance with the Acceptance
Priority Levels (the final aggregate principal amount of a Series
accepted for purchase being referred to as the Series Acceptance
Amount in respect of such Series).
Acceptance Priority Levels
The Offeror will accept Notes in the following acceptance
priority levels:
Series of Notes Acceptance Priority Levels
2024 Notes 1
2025 Notes 2
If the aggregate Purchase Price of all 2024 Notes validly
tendered (and not validly withdrawn) exceeds the Final Acceptance
Amount, then the Offeror intends to accept:
- such validly tendered (as not validly withdrawn) 2024 Notes on
a pro rata basis such that the aggregate Purchase Price in respect
of such 2024 Notes is no greater than the Final Acceptance Amount;
and
- none of the 2025 Notes validly tendered.
If (i) the aggregate Purchase Price of all the 2024 Notes
validly tendered (and not validly withdrawn) is less than the Final
Acceptance Amount and (ii) the aggregate Purchase Price of all the
2024 Notes and the 2025 Notes validly tendered (and not validly
withdrawn) exceeds the Final Acceptance Amount, then the Offeror
intends to accept:
- all the 2024 Notes validly tendered (and not validly withdrawn); and
- the 2025 Notes validly tendered (and not validly withdrawn) on
a pro rata basis such that the aggregate Purchase Price in respect
of the 2024 Notes and the 2025 Notes is no greater than the Final
Acceptance Amount.
In the circumstances described above in which valid Tender
Instructions are to be accepted on a pro rata basis, each such
Tender Instruction will be scaled by a Scaling Factor in accordance
with the Tender Offer Memorandum.
Rights of the Offeror
Subject to applicable laws and regulations and as provided in
the Tender Offer Memorandum, the Offeror may, in its sole and
absolute discretion, extend, re-open, withdraw or terminate any
Offer and amend or waive any of the terms and conditions of any
Offer at any time before the announcement of the acceptance of the
Notes validly tendered and may, in its sole and absolute
discretion, waive any of the conditions to any Offer either before
or after such announcement.
New Notes Condition
The purchase of any Notes by the Offeror pursuant to any Offer
are subject, without limitation, to the successful completion (in
the determination of the Offeror) of the issue of New Notes (the
"New Notes Condition").
Even if the New Notes Condition and the other conditions set out
in the Tender Offer Memorandum are satisfied, the Offeror is not
under any obligation to accept for purchase any Notes tendered
pursuant to the Offers. The acceptance for purchase by the Offeror
of Notes validly tendered pursuant to any Offer is at the sole
discretion of the Offeror and tenders may be rejected by the
Offeror for any reason.
For the avoidance of doubt, nothing in 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.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the offering
circular dated 27 July 2022 relating to the Programme (the
"Offering Circular") and no reliance is to be placed on any
representations other than those contained in the Offering
Circular. Subject to compliance with all applicable securities laws
and regulations, the Offering Circular will be available from the
Joint Active Bookrunners 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. The
New Notes have not been, and will not be, registered under the
United States Securities Act of 1933, as amended (the "Securities
Act"). The New Notes may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons as
defined in Regulation S under the Securities Act unless an
exemption from the registration requirements of the Securities Act
is available and in accordance with all applicable securities laws
of any state of the United States.
The target market for the New Notes is eligible counterparties
and professional clients only, each as defined in Regulation (EU)
No 600/2014 as it forms part of domestic law of the UK by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MiFIR")
and all channels for distribution of the New Notes to eligible
counterparties and professional clients are appropriate.
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 (the
"EEA"). 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 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
Directive 2014/65/EU (as amended, "MiFID II"). Consequently no key
information document required by Regulation (EU) No. 1286/2014 (the
"EU PRIIPs Regulation") for offering or selling the New Notes or
otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the EU PRIIPs Regulation.
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 of the
United Kingdom 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 UK MiFIR. Consequently no key information document
required by Regulation (EU) No 1286/2014 as it forms part of
domestic law of the United Kingdom 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.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
The New Notes will be in denominations of at least EUR100,000
(or, if the New Notes are denominated in a currency other than
euro, the equivalent amount in such currency).
Allocation of New Notes
When considering the allocation of the New Notes, the Offeror
may give preference to those Noteholders who, prior to such
allocation, have informed the Offeror or any Dealer Manager that
they have validly tendered or have given a firm intention to the
Offeror or any Dealer Manager that they intend to tender their
Notes pursuant to the Offers. Therefore, a Noteholder who wishes to
subscribe for New Notes in addition to tendering its Notes for
purchase pursuant to the Offers may be eligible to receive, at the
sole and absolute discretion of the Offeror, 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
Active Bookrunner of the issue of the New Notes) in accordance with
the standard new issue procedures of such Joint Active Bookrunner.
However, the Offeror 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 Offers and, if New Notes are
allocated, the principal amount thereof may be less or more than
the principal amount of Notes tendered by such Noteholder and
accepted by the Offeror pursuant to the Offers.
Noteholders 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 Offers and the quantum of Notes
that it intends to tender.
Purchase Prices
The Offeror will pay, for each of the 2024 Notes and the 2025
Notes accepted by it, a price (the relevant "Purchase Price") to be
determined at or about 12 p.m. (noon) (London time) (the "Pricing
Time") on 5 August 2022, being the Business Day following the
Expiration Deadline (the "Pricing Date") in the manner described in
the Tender Offer Memorandum by reference to a yield (such yield,
the relevant "Purchase Yield") calculated as the sum of the
relevant purchase spread (the relevant "Purchase Spread") and, in
the case of the 2024 Notes, the 2024 Notes Interpolated Reference
Rate and, in the case of the 2025 Notes, the 2025 Notes Benchmark
Rate.
The Purchase Price for each of the 2024 Notes and the 2025 Notes
will be determined in accordance with market convention and
expressed as a percentage of the nominal amount of the relevant
Series of Notes.
If the Purchase Yield as determined in accordance with the
Tender Offer Memorandum is less than the contractual rate of
interest for the relevant Notes, then the Purchase Price for such
Notes will be calculated based on the relevant Par Call Date. If
the applicable Purchase Yield as determined in accordance with the
Tender Offer Memorandum is higher than or equal to the contractual
rate of interest for the relevant Notes, then the Purchase Price
for the Notes will be calculated based on the relevant Maturity
Date.
The Purchase Price for each of the 2024 Notes and the 2025 Notes
will equal (a) the present value of all remaining payments of
principal and interest on each Note in the relevant Series of Notes
up to and including the Par Call Date or the Maturity Date of such
Series of Notes (depending on the Purchase Yield), discounted to
the Settlement Date at a discount rate equal to the relevant
Purchase Yield of such Series of Notes, minus (b) the relevant
Accrued Interest, calculated according to market convention and the
terms and conditions of the relevant Series of Notes, as advised to
the Issuer by the Dealer Managers.
Proration
If the Offeror accepts for purchase, subject to the Acceptance
Priority Levels, pursuant to the Offers, Notes of a Series (the
"Relevant Notes") and the aggregate principal amount of the
Relevant Notes validly tendered for purchase is greater than the
Series Acceptance Amount for that Series, the Offeror intends to
accept for purchase Relevant Notes validly tendered for purchase on
a pro rata basis. In this case, each such Offer of the Relevant
Notes will be scaled by a factor (a "Scaling Factor") derived from
(A) the relevant Series Acceptance Amount, divided by (B) the
aggregate principal amount of the Relevant Notes validly tendered
for purchase pursuant to the Offers subject to adjustment,
following the rounding of tenders of Notes described in the
following paragraph, such that the aggregate principal amount of
Relevant Notes accepted for purchase pursuant to the Offers is no
greater than the Series Acceptance Amount.
Accrued Interest Payment
In addition to the Purchase Price, in respect of all Notes
validly tendered and delivered and accepted for purchase by the
Offeror pursuant to the Offers, the Offeror will pay Accrued
Interest.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price pursuant to the Offer, Noteholders must validly
tender their Notes by delivering, or arranging to have delivered on
their behalf, a valid Tender Instruction that is received by the
Tender Agent by 4.00 p.m. (London time) on 4 August 2022. Tender
Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions in respect of the 2024 Notes must be
submitted in respect of a minimum nominal amount of the Notes of no
less than EUR100,000 plus integral multiples of EUR1,000 and in
respect of the 2025 Notes must be submitted in respect of a minimum
nominal amount of the Notes of no less than GBP100,000 plus
integral multiples of GBP1,000.
Expected Transaction Timeline
Date Action
28 July 2022 Commencement of the Offers
Offers announced by way of announcements
on the relevant Notifying News Service
and through the Clearing Systems.
Tender Offer Memorandum available from
the Tender Agent.
4.00 p.m. (London time) Expiration Deadline
on 4 August 2022 Deadline for receipt by the Tender
Agent of all Tender Instructions in
order for Noteholders to be able to
participate in the Offers.
As soon as reasonably Announcement of Indicative Results
practicable after the Announcement of (i) the aggregate principal
Expiration Deadline amount of Notes validly tendered pursuant
to the Offers (including in respect
of each Acceptance Priority Level)
and (ii) a non-binding indication of
the level at which the Offeror expects
to set each Series Acceptance Amount
and any applicable indicative Scaling
Factor.
At or around 12 p.m. (noon) Pricing Time
(London time) on 5 August Determination of the relevant 2024
2022 Notes Interpolated Mid-Swap Rate and
the 2025 Notes Benchmark Rate and the
Purchase Price for each Series of Notes.
As soon as reasonably Announcement of Final Results of Offers
practicable after the Announcement of whether the Offeror
Pricing Time will accept valid tenders of Notes
pursuant to the Offers and, if so accepted,
(i) the Final Acceptance Amount, the
Acceptance Priority Levels and each
Series Acceptance Amount, (ii) the
relevant Purchase Price in respect
of each Series of Notes (including
whether such Purchase Price has been
calculated using the Par Call Date
or Maturity Date of each Series of
Notes), (iii) any Scaling Factor (if
applicable), and (iv) the Accrued Interest
in respect of each series of Notes.
9 August 2022 Expected Settlement
Subject to satisfaction of the New
Notes Condition, expected Settlement
Date for the Offers. Payment of the
applicable Purchase Price and Accrued
Interest Payment in respect of Notes
accepted for purchase pursuant to the
Offers.
The above times and dates are subject to the right of the
Offeror to extend, re-open, amend, withdraw and/or terminate an
Offer (subject to applicable law and as provided in the Tender
Offer Memorandum). 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.
Further Information
A complete description of the terms and conditions of the Offers
is set out in the Tender Offer Memorandum. Barclays Bank PLC and
Goldman Sachs International are acting as the dealer managers (the
"Dealer Managers") for the Offers. Kroll Issuer Services Limited is
acting as Tender Agent.
Questions and requests for assistance in connection with the
Offers may be directed to:
THE DEALER MANAGERS
Barclays Bank PLC Goldman Sachs International
5 The North Colonnade Plumtree Court
Canary Wharf 25 Shoe Lane
London E14 4BB London EC4A 4AU
United Kingdom United Kingdom
Telephone: +44 20 3134 8515 Telephone: +44 20 7774 4836
Email: eu.lm@barclays.com Email: liabilitymanagement.eu@gs.com
Attention: Liability Management Group Attention: Liability Management Group
Questions and request for assistance in connection with the
delivery of Tender Instructions including requests for a copy of
the Tender Offer Memorandum may be directed to:
THE TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Tel: +44 207 704 0880
Attention: Jacek Kusion
Email: annington@is.kroll.com
Tender Offer Website: https://deals.is.kroll.com/annington/
Each Noteholder is solely responsible for making its own
independent appraisal of all matters as such Noteholder deems
appropriate (including those relating to each Offer, the Notes, the
Offeror and the Guarantors) and each Noteholder must make its own
decision, based upon its own judgement and having obtained advice
from such financial, accounting, legal and tax advisers as it may
deem necessary, as to whether to tender any or all of its Notes for
purchase pursuant to an Offer.
None of the Dealer Managers, the Tender Agent or any of their
respective directors, officers, employees, agents or affiliates
assumes any responsibility for the accuracy or completeness of the
information concerning the Offers contained in this announcement or
in the Tender Offer Memorandum. None of the Dealer Managers, the
Tender Agent, the Offeror, the Guarantors or any of their
respective directors, officers, employees, agents or affiliates is
acting for any Noteholder, or will be responsible to any Noteholder
for providing any protections which would be afforded to its
clients or for providing advice in relation to the Offers, and
accordingly none of the Dealer Managers, the Tender Agent, the
Guarantors or any of their respective directors, officers,
employees, agents or affiliates assumes any responsibility for any
failure by the Offeror to disclose information with regard to the
Offeror or the Notes which is material in the context of the Offers
and which is not otherwise publicly available.
None of the Dealer Managers, the Tender Agent, the Offeror, the
Guarantors or any of their respective directors, officers,
employees, agents or affiliates makes any representation or
recommendation whatsoever regarding the Offers, or any
recommendation as to whether Noteholders should tender Notes in the
Offers.
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 Offers. If any Noteholder
is in any doubt as to the contents of this announcement or the
Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its
stockbroker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser.
Offer and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes an invitation to participate in any 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 and regulations. The
distribution of this announcement and the Tender Offer Memorandum
in certain jurisdictions may be restricted by laws and regulations.
Persons into whose possession either this announcement or the
Tender Offer Memorandum comes are required by each of the Offeror,
the Guarantors, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions.
United States
The Offers are not being made and will not be made, directly or
indirectly, in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of, or of any
facilities of a national securities exchange of, the United States
or to any U.S. Person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a "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 the Tender Offer
Memorandum, this announcement and any other documents or materials
relating to the Offers 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 Offers 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 Offers 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.
Each holder of Notes participating in the Offers will represent
that it is not a U.S. Person located in the United States and is
not participating in the Offers 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
Offers from the United States and who is not a U.S. Person. 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
Offers 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.
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 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 (the "Financial Promotion Order")) or persons who are within
Article 43(2) or 49 of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.
France
This announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offers have only been or
shall only be distributed in the Republic of France ("France") to
qualified investors within the meaning of Article 2(e) of
Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Belgium
Neither this announcement, nor the Tender Offer Memorandum nor
any other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority and,
accordingly, the Offers may not be made in Belgium by way of a
public offering, as defined in Articles 3 and 6 of the Belgian Law
of 1 April 2007 on public takeover bids, as amended or replaced
from time to time. Accordingly, the Offers may not be advertised
and the Offers will not be extended, and neither this announcement
nor the Tender Offer Memorandum nor any other documents or
materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) has been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than "qualified investors" within
the meaning of Article 2(e) of Prospectus Regulation. The Offers
may not be advertised and the Offers will not be extended, and
neither this announcement nor the Tender Offer Memorandum nor any
other documents or materials relating to the Offers (including any
memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any individual in Belgium qualifying as
a consumer within the meaning of Article I.1 of the Belgian Code of
Economic Law, as amended from time to time.
Italy
Neither the Offers, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers 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 Offers are 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.
Noteholders or beneficial owners of the Notes that are resident
and/or located in Italy can tender some or all of their Notes
pursuant to 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 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 Offers.
General
Neither this announcement, nor 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 Offers 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 an Offer to be made by a
licensed broker or dealer and any of the Dealer Managers or any of
their respective affiliates is such a licensed broker or dealer in
any such jurisdiction, the Offers shall be deemed to be made by the
Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in the Offers
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 Offers" in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to the Offers
from a Noteholder that is unable to make these representations will
not be accepted.
Each of the Offeror, the Guarantors, 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 Offers whether any such representation
given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason)
that such representation is not correct, such tender or submission
may be rejected.
MAR
This announcement is released by Annington Funding 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) 596/2014 as it forms part of domestic law of the
United Kingdom by virtue of the EUWA ("MAR"). For the purposes of
MAR this announcement is made by Stephen Leung, Director, on behalf
of Annington Funding plc.
This information is provided by RNS, the news service of the
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END
TENUWSBRUVUBURR
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July 28, 2022 03:46 ET (07:46 GMT)
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