THIS ANNOUNCEMENT CONTAINS 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 EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (EUWA).
NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS 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 OR THE DISTRICT OF
COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS
DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF
1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT.
HAMMERSON PLC ANNOUNCES
TENDER OFFERS IN RESPECT OF ITS
£300,000,000 6.00 PER CENT.
BONDS DUE 2026
£300,000,000 7.25 PER CENT.
BONDS DUE 2028
AND
£350,000,000 3.500 PER CENT.
BONDS DUE 2025
27
September 2024.
Hammerson plc (the Company)
announces today separate invitations to holders of
its (a) £300,000,000 6.00
per cent. Bonds due 2026 (ISIN: XS0184639895) (the 2026 Bonds), (b) £300,000,000 7.25 per
cent. Bonds due 2028 (ISIN: XS0085732716) (the 2028 Bonds) and (c) £350,000,000 3.500 per cent. Bonds
due 2025 (ISIN: XS1311391012) (the 2025 Bonds and, together with the 2026
Bonds and the 2028 Bonds, the Bonds and each a Series) to
tender their Bonds for purchase by the Company for cash (each such
invitation an Offer and
together the Offers).
The Offers are being made on the
terms and subject to the conditions contained in the tender offer
memorandum dated 27 September 2024 (the Tender Offer Memorandum), prepared by
the Company, and are subject to the offer restrictions set out
below and as more fully described in the Tender Offer
Memorandum.
Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Summary
A summary of certain terms of the
Offers appears below:
Priority of
Acceptance
|
Bonds
|
ISIN / Common
Code
|
Applicable
Maturity
Date
|
Outstanding Nominal
Amount
|
Relevant Benchmark
Security
|
Purchase
Spread
|
Maximum
Acceptance Amount
|
1*
|
2026 Bonds
|
XS0184639895 / 018463989
|
23
February 2026
|
£211,608,000
|
0.125 per
cent. UK Treasury Gilt due 30 January 2026 (ISIN:
GB00BL68HJ26)
|
85
bps
|
Subject
as set out in the Tender Offer Memorandum, an aggregate nominal
amount (which is expected to be no less than the aggregate nominal
amount of the New Bonds) to be determined and announced by the
Company as soon as reasonably practicable on the Business Day
immediately following the pricing of the New Bonds
|
2028 Bonds
|
XS0085732716 / 008573271
|
21 April
2028
|
£300,000,000
|
0.125 per
cent. UK Treasury Gilt due 31 January 2028 (ISIN:
GB00BMBL1G81)
|
120
bps
|
2
|
2025 Bonds
|
XS1311391012 / 131139101
|
27
October 2025
|
£338,300,000
|
3.5 per
cent. UK Treasury Gilt due 22 October 2025 (ISIN:
GB00BPCJD880)
|
50
bps
|
*
Priority of Acceptance - the Company does not intend to accept any
valid tenders of the 2025 Bonds in the circumstances where it has
not accepted all valid tenders of the 2026 Bonds and the 2028 Bonds
in full, with no pro rata
scaling. The Company will determine the allocation of the nominal
amount of Bonds accepted for purchase pursuant to the relevant
Offer(s) between the 2026 Bonds and the 2028 Bonds in its sole and
absolute discretion, and reserves the right to accept significantly
more or significantly less than (or none of) the Bonds of one such
Series as compared to the other Series. For the avoidance of
doubt, the Company reserves the right to accept for purchase, in
its sole and absolute discretion, only the 2026 Bonds or only the
2028 Bonds.
Rationale for the
Offers
The Offers are being made
in accordance with the Company's policy to
actively manage its balance sheet liabilities.
Purchase Prices and Accrued
Interest
In respect of each Series, the
Company will, on the Settlement Date pay for any Bonds of the
relevant Series validly tendered and accepted for purchase by the
Company pursuant to the relevant Offer a purchase price for such
Bonds (each a Purchase
Price) to be determined at or around 11.00 a.m. (London
time) on 8 October 2024 (the Pricing Time) in the manner described
in the Tender Offer Memorandum by reference to the annualised sum
(each such sum, a Purchase
Yield) of:
(a)
the relevant Purchase Spread specified in the table above;
and
(b)
the relevant Benchmark Security Rate.
Each Purchase Price will be
determined in accordance with market convention and expressed as a
percentage of the nominal amount of the Bonds of the relevant
Series accepted for purchase pursuant to the relevant Offer
(rounded to the nearest 0.001 per cent., with 0.0005 per cent.
rounded upwards), and is intended to reflect a yield to maturity of
the Bonds of the relevant Series on the Settlement Date based on
the relevant Purchase Yield. Specifically,
the Purchase Price applicable to the Bonds of a particular Series
will equal (a) the value of all remaining payments of principal and
interest on the relevant Series up to and including the scheduled
maturity date of the relevant Series, discounted to the Settlement Date at a discount equal to the
relevant Purchase Yield, minus (b) any
Accrued Interest for such Series.
The Company will also pay an Accrued
Interest Payment in respect of any Bonds accepted for purchase
pursuant to the relevant Offer(s).
Maximum Acceptance Amount and
Priority of Acceptance
If the Company decides, in its sole
and absolute discretion, to accept any validly tendered Bonds for
purchase pursuant to the Offers, the Company currently
proposes that the aggregate nominal amount
of Bonds across all Series that it will accept for purchase
pursuant to the Offers will be no greater than an amount (the
Maximum Acceptance
Amount) to be determined by the
Company in its sole and absolute discretion (which is expected to
be no less than the aggregate nominal amount of the New Bonds) and
announced as soon as reasonably practicable on the Business Day
immediately following the pricing of the New Bonds (as described
below), although the Company reserves the right, in its sole and
absolute discretion, to accept significantly less or significantly
more than such amount, or to accept none of such Bonds, for
purchase pursuant to the Offers (the final aggregate nominal amount
accepted for purchase pursuant to the Offers being the Final Acceptance Amount).
The Company does not intend to
accept any valid tenders of the 2025 Bonds in the circumstances
where it has not accepted all valid tenders of the 2026 Bonds and
the 2028 Bonds in full, with no pro rata
scaling. The Company will determine the allocation
of the nominal amount of Bonds accepted for purchase pursuant to
the relevant Offer(s) between the 2026 Bonds and the 2028 Bonds in
its sole and absolute discretion, and reserves the right to accept
significantly more or significantly less than (or none of) the
Bonds of one such Series as compared to the other Series. For the
avoidance of doubt, the Company reserves the right to accept for
purchase, in its sole and absolute discretion, only the 2026 Bonds
or only the 2028 Bonds.
Series Acceptance Amounts and
Scaling
In respect of each Series, if the
Company decides to accept any validly tendered Bonds of such Series
for purchase pursuant to the relevant Offer and the aggregate
nominal amount of such Series validly tendered for purchase is
greater than the final aggregate nominal amount of such Series
accepted for purchase (in respect of such Series, the Series Acceptance Amount), the Company
intends to accept such Bonds for purchase on a pro rata basis such that the aggregate
nominal amount of such Series accepted for purchase pursuant to the
relevant Offer is no greater than the relevant Series Acceptance
Amount. However, the Company does not
intend to accept any valid tenders of the 2025 Bonds in the
circumstances where it has not accepted all valid tenders of the
2026 Bonds and the 2028 Bonds in full, with no pro rata scaling. See "Maximum Acceptance Amount and Priority of
Acceptance" above.
The Series Acceptance Amount in
respect of the 2025 Bonds will be a multiple of
£100,000.
New Issue
Condition
The Company intends to issue a new
series of sterling-denominated fixed rate bonds (the New Bonds),
subject to market conditions. The Company's purchase of any Bonds
validly tendered in the relevant Offer(s) is subject, without
limitation, to the successful completion (in the sole determination
of the Company) of the issue of the New Bonds (the New Issue Condition) (unless the
Company, in its sole and absolute discretion, elects to waive the
New Issue Condition).
Even if the New Issue Condition is
satisfied, the Company is under no obligation to accept for
purchase any Bonds tendered pursuant to the relevant Offer. The
acceptance for purchase by the Company of Bonds validly tendered
pursuant to the relevant Offer is at the sole and absolute
discretion of the Company, and tenders may be rejected by the
Company for any reason or for no reason.
Any investment decision to purchase any New Bonds should be
made solely on the basis of the information contained in (i) the
base prospectus dated 26 September 2024 published by the Company
relating to the EMTN Programme of the Company (the Programme Prospectus) and (ii) the
final terms to be published by the Company relating to the New
Bonds, and no reliance is to be placed on any information given or
any representations made in connection with the New Bonds other
than those contained in the Programme Prospectus and the final
terms to be published by the Company relating to the New
Bonds.
The New Bonds are not being, and will not be, offered or sold
in the United States. Nothing in this announcement or the Tender
Offer Memorandum constitutes an offer to sell or the solicitation
of an offer to buy the New Bonds in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the Securities Act. The New Bonds
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.
No
action has been or will be taken in any jurisdiction in relation to
the New Bonds to permit a public offering of
securities.
Compliance information for
the New Bonds:
UK
MiFIR - professionals/ECPs-only / No PRIIPs or UK PRIIPs KID -
Manufacturer target market is eligible counterparties and
professional clients only (all distribution channels). No key
information document (KID) under Regulation (EU) No 1286/2014 or
Regulation (EU) No 1286/2014 as it forms part of the domestic law
of the United Kingdom by virtue of the European Union (Withdrawal)
Act 2018 has been or will be prepared as the New Bonds are not
available to retail investors in the European Economic Area or the
United Kingdom.
Allocation of the New
Bonds
When considering allocation of the
New Bonds, the Company intends to give preference to those
Bondholders who, prior to such allocation, have given a
confirmation to the Company or the Dealer Managers that they have
validly tendered (or have given a firm indication to the Company or
the Dealer Managers that they intend to tender) their Bonds
pursuant to an Offer. Therefore, a Bondholder who wishes to
subscribe for New Bonds in addition to tendering its Bonds for
purchase pursuant to an Offer may be eligible to receive, at the
sole and absolute discretion of the Company, priority in the
allocation of the New Bonds, subject to the issue of the New Bonds
and such Bondholder making a separate application for the purchase
of such New Bonds to the Dealer Managers (in their capacity as
joint lead managers of the issue of the New Bonds) or to any other
joint lead manager of the issue of the New Bonds in accordance with
the standard new issue procedures of such joint lead manager.
However, the Company is not obliged to allocate the New Bonds to a
Bondholder who has confirmed they have validly tendered or given a
firm indication that they intend to tender the Bonds pursuant to an
Offer and, if New Bonds are allocated, the nominal amount thereof
may be less or more than the nominal amount of Bonds tendered by
such Bondholder and accepted by the Company pursuant to the
relevant Offer(s). Any such allocation will also, among other
factors, take into account the minimum denomination of the New
Bonds (being £100,000).
All allocations of the New Bonds,
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 event that a Bondholder validly tenders
Bonds pursuant to an Offer, such Bonds will remain subject to such
tender and the conditions of the relevant Offer(s) as set out in
the Tender Offer Memorandum irrespective of whether that Bondholder
receives all, part or none of any allocation of New Bonds for which
it has applied.
Announcements
The Company will announce, as soon
as reasonably practicable on the Business Day immediately following
the pricing of the New Bonds, the Maximum Acceptance
Amount.
The Company intends to announce,
prior to the Pricing Time, a non-binding indication of the level at
which it expects to set each Series Acceptance Amount and
indicative details of any Scaling Factors applicable to valid
tenders of Bonds of each relevant Series that will be applied in
the event that the Company decides to accept valid tenders of Bonds
of such Series pursuant to the relevant Offer(s).
The Company will then announce
(subject to the satisfaction (or waiver) of the New Issue Condition
on or prior to the Settlement Date), as soon as reasonably
practicable after the Pricing Time, its decision of whether to
accept valid tenders of Bonds pursuant to any of the Offers and, if
so accepted, the Final Acceptance Amount, each Series Acceptance
Amount, each Benchmark Security Rate, each Purchase Yield, each
Purchase Price and any Scaling Factor(s) that will be applied to
the Bonds of the relevant Series.
Tender
Instructions
In order to participate in, and be
eligible to receive the relevant Purchase Price and Accrued
Interest Payment pursuant to the relevant Offer, Bondholders must
validly tender their Bonds 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 7
October 2024, unless extended, re-opened, amended and/or terminated
as provided in the Tender Offer Memorandum (the Expiration Deadline).
Bondholders are advised to check
with any bank, securities broker or other intermediary through
which they hold Bonds when such intermediary would need to receive
instructions from a Bondholder in order for that Bondholder to be
able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, an Offer by the deadlines set out above and in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each
Clearing System for the submission and withdrawal of Tender
Instructions will be earlier than the relevant deadlines set out
below and in the Tender Offer Memorandum.
Tender Instructions will be irrevocable
except in the limited circumstances described in
the Tender Offer Memorandum.
Tender Instructions must be
submitted in respect of a minimum nominal amount of Bonds of the
relevant Series of no less than the minimum denomination for such
Series, as set out in the table below, and may thereafter be
submitted in integral multiples of the relevant permitted integral
multiple amount set out in the table below. A separate Tender
Instruction must be completed on behalf of each beneficial owner
and in respect of each Series.
Series
|
Minimum
denomination
|
Permitted integral multiple
amount
|
2026
Bonds
|
£1,000
|
£1,000
|
2028
Bonds
|
£1,000
|
£1,000
|
2025
Bonds
|
£100,000
|
£1,000
|
Indicative Timetable for the Offers
Events
|
Times and Dates
(All times are London
time)
|
Commencement of the
Offers
Offers announced. Tender Offer
Memorandum available from the Tender Agent.
|
27 September
2024
|
New Issue Pricing
Date
Pricing of the issue of the New
Bonds, subject to market conditions.
|
Prior to the Expiration
Deadline
|
Announcement of the Maximum
Acceptance Amount
Announcement of the Maximum
Acceptance Amount for the Offers.
|
As soon as reasonably practicable on
the Business Day immediately following pricing of the New
Bonds
|
Expiration
Deadline
Final deadline for receipt of valid
Tender Instructions by the Tender Agent in order for Bondholders to
be able to participate in the Offers.
|
4.00 p.m. on 7 October 2024
|
Announcement of Indicative
Results
|
|
Announcement by the Company of a
non-binding indication of the level at which it expects to set each
Series Acceptance Amount and indicative details of any Scaling
Factors applicable to valid tenders of Bonds of the relevant Series
that will be applied in the event that the Company decides to
accept valid tenders of Bonds of such Series pursuant to the
relevant Offer(s) (subject to the
satisfaction (or waiver) of the New Issue Condition on or prior to
the Settlement Date).
|
Prior to the Pricing Time on 8
October 2024
|
Pricing
Time
|
|
Determination of each Benchmark
Security Rate, each Purchase Yield and each Purchase
Price.
|
At or around 11.00 a.m. on 8 October
2024
|
Announcement of Final Results
and Pricing
Announcement by the Company of
whether (subject to the satisfaction (or
waiver) of the New Issue Condition on or prior to the Settlement
Date) it will accept valid tenders of Bonds
pursuant to any of the Offers and, if so accepted, the Final
Acceptance Amount, each Series Acceptance Amount, each Benchmark
Security Rate, each Purchase Yield, each Purchase Price and any
Scaling Factors that will be applied to the Bonds of the relevant
Series.
|
As soon as reasonably practicable after the Pricing Time on 8
October 2024
|
Settlement
Date
Subject to the satisfaction (or
waiver) of the New Issue Condition, expected Settlement Date for the Offers.
|
9 October 2024
|
This is an indicative timetable and may be subject to change.
Accordingly, the actual timetable may differ significantly from the
timetable above. Bondholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Bonds when such intermediary would need to receive instructions
from a Bondholder in order for that Bondholder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, an Offer by the deadlines set out above and in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each
Clearing System for the submission and withdrawal of Tender
Instructions will be earlier than the relevant deadlines set out
above and in the Tender Offer Memorandum.
Unless stated otherwise,
announcements in connection with the Offers will be made (i) by
publication through RNS and (ii) by the 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 and/or by the issue of a press release to a Notifying News
Service. Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender Agent,
the contact details for which are below. Significant delays may be
experienced where notices are delivered to the Clearing Systems and
Bondholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offers. In addition,
Relevant Bondholders may contact the Dealer Managers for
information using the contact details below.
None of the Dealer Managers (or
their respective directors, officers, employees, agents or
affiliates) has any role in relation to any part of an Offer made
to Bondholders who are not Relevant Bondholders, where Relevant Bondholder means a Bondholder
that is: (a) in a member state of the European Union, an "eligible
counterparty" or a "professional client", each as defined in
Directive No. 2014/65/EU on markets in financial instruments (as
amended from time to time); (b) in the United Kingdom, an "eligible
counterparty", as defined in the FCA Handbook Conduct of Business
Sourcebook, or a "professional client" as defined in point (8) of
Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of
domestic law of the United Kingdom by virtue of the EUWA; or (c) in
a jurisdiction outside of the European Union and the United
Kingdom, an institutional holder under applicable local law and not
a retail holder.
Bondholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offers.
For detailed terms of the Offers
please refer to the Tender Offer Memorandum which (subject to
distribution restrictions) can be obtained from the Tender Agent
referred to below.
Barclays Bank PLC (Tel: +44 20
3134 8515; Attn: Liability Management Group; Email:
eu.lm@barclays.com); BNP Paribas (Tel: +44 20 7595 8668;
Attn: Liability Management Group; Email:
liability.management@bnpparibas.com);
Lloyds Bank Corporate Markets plc
(Tel: +44 (0) 20 7158
1719/1726; Attn: Liability Management,
Commercial Banking; Email: LBCMLiabilityManagement@lloydsbanking.com); and Mizuho International
plc (Tel: +34 91 790 7559; Attn: Liability Management;
Email: liabilitymanagement@uk.mizuho-sc.com)
are acting as Dealer Managers for the Offers (as made to the
Relevant Bondholders).
Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attn: Arlind Bytyqi; Email:
hammerson@is.kroll.com; Website:
https://deals.is.kroll.com/hammerson) is acting as Tender
Agent.
Questions and requests for
assistance in connection with (i) the Offers may be directed to the
Dealer Managers by the Relevant Bondholders, and (ii) the delivery
of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are set out above.
UK
MAR: This announcement is released
by the Company 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 (MAR) as it forms part of domestic law
of the United Kingdom by virtue of the EUWA (UK MAR), encompassing information
relating to the Offers described above. For the purposes of UK MAR
and Article 2 of the binding technical standards published by the
Financial Conduct Authority in relation to MAR as regards
Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Alex Dunn, General Counsel and Company
Secretary at the Company.
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 Bondholder is in any doubt
as to the action it should take, it is recommended to seek its own
financial and legal 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 Bonds are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender such Bonds pursuant
to the Offers. None of the Company, the Dealer Managers and the
Tender Agent nor any of their respective directors, officers,
employees, agents or affiliates makes any recommendation whether
Bondholders should tender Bonds pursuant to the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Company, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions. Neither this announcement nor the Tender Offer
Memorandum constitutes an offer to buy or a solicitation of an
offer to sell the Bonds (and tenders of Bonds in the relevant Offer
will not be accepted from Bondholders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
the relevant Offer to be made by a licensed broker or dealer and
each of the Dealer Managers or any of the Dealer Managers'
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the relevant Offer shall be deemed to be made by
such Dealer Manager or affiliate, as the case may be, on behalf of
the Company in such jurisdiction (but only to any Bondholder that
is a Relevant Bondholder).
In addition to the representations
referred to below in respect of the United States, each Bondholder
participating in the Offers will also be deemed to give certain
representations in respect of the other jurisdictions referred to
below and generally as set out in the Tender Offer Memorandum. No
action has been or will be taken in any jurisdiction in relation to
the New Bonds that would permit a public offering of securities and
the minimum denomination of the New Bonds will be
£100,000.
United States. The Offers are
not being made, and will not be made, directly or indirectly, in or
into, or by use of the mail of, or by any means or instrumentality
of interstate or foreign commerce of, or of any facilities of a
national securities exchange of, the United States or to any U.S.
person (as defined in Regulation S of the Securities Act (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 this announcement, the Tender
Offer Memorandum 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, to any person located or
resident in the United States or to any U.S. Person, and the Bonds
cannot be tendered in the Offers by any such use, means,
instrumentality or facility or from within the United States or by
any person located or resident in the United States or by, or by
any person acting for the account or benefit of, a U.S. Person. Any
purported tender of Bonds in the Offers resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Bonds made by any 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 or by any U.S. Person or by use of
such mails or any such means, instrumentality or facility will be
invalid and will not be accepted.
Neither this announcement nor the
Tender Offer Memorandum is an offer of securities for sale in the
United States or to U.S. Persons. Bonds may not be offered, sold or
delivered in the United States absent registration under, or an
exemption from the registration requirements of, the Securities
Act. The New Bonds 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.
Each holder of Bonds participating
in an Offer will represent that it is not a U.S. Person and is not
located in the United States and is not participating in such Offer
from the United States, or it is acting on a non-discretionary
basis for a principal located outside the United States that is not
giving an order to participate in such Offer from the United States
and who is not a U.S. Person. For the purposes of this and the
above two paragraphs, United
States means the United States of America, its territories
and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
Italy. None of the Offers, this
announcement, the Tender Offer Memorandum or any other document or
materials relating to the Offers have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa (CONSOB)
pursuant to Italian laws and regulations. Each Offer is being
carried out in 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. Bondholders or beneficial owners of the Bonds that are
located in Italy can tender Bonds for purchase in the Offers
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 1 September 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with
the applicable laws and regulations concerning information duties vis-à-vis
its clients in connection with the Bonds, the
Offers, the Tender Offer Memorandum and/or this
announcement.
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 and are not for general
distribution and must not be passed on to the general public in the
United Kingdom. The communication of such documents and materials
is made only to and directed only at 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
falling within Article 43 of the Financial Promotion Order or any
other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order (all such persons together being referred
to as Relevant Persons) and
the transaction contemplated herein will be available only to, and
engaged in only with, Relevant Persons. Any person who is not
a Relevant Person should not act on or rely on
this announcement or the Tender Offer Memorandum or (in either
case) any of its contents.
France. The Offers are not
being made, directly or indirectly, to the public in the Republic
of France. This announcement, the Tender
Offer Memorandum and any other document or material relating to the
Offers have only been and shall only be distributed in France to
qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129. Neither this announcement nor the Tender Offer
Memorandum has been or will be submitted for clearance to nor
approved by the Autorité des
Marchés Financiers.
Belgium. The Offers are not
being made, and will not be made or advertised, 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 (a Belgian Consumer) and this
announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offers have not been and shall not be
distributed, directly or indirectly, in Belgium to Belgian
Consumers.
This announcement has also been released on the SENS system of
the Johannesburg Stock Exchange and on Euronext
Dublin.