TIDM78NF
RNS Number : 1985W
Ras Al Khaimah (Government of)
15 November 2010
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO
THE UNITED STATES, OR TO ANY PERSON LOCATED OR RESIDENT IN THE REPUBLIC OF ITALY
15 November 2010
THE GOVERNMENT OF RAS AL KHAIMAH, ACTING THROUGH THE INVESTMENT & DEVELOPMENT
OFFICE, ANNOUNCES EXCHANGE OFFER AND TENDER OFFERS
The Government of the Emirate of Ras Al Khaimah acting through the Investment &
Development Office (the "IDO") has today launched invitations to the Eligible
Certificateholders of the U.S.$325,000,000 Trust Certificates due 2012 issued by
RAKIA Sukuk Company Limited (ISIN: XS0333617420) (the "Existing 2012
Certificates") and to the Eligible Certificateholders of the AED 1,000,000,000
Trust Certificates due 2013 issued by RAK Capital (ISIN: XS0366192952) (the
"Existing 2013 Certificates" and together with the Existing 2012 Certificates,
the "Existing Certificates") to:
(i) submit offers to sell to the IDO any or all of their holdings of
such Existing 2012 Certificates for cash at an amount (the "2012 Purchase
Price") equal to 100 per cent. of their aggregate face amount, together with
accrued but unpaid periodic distribution amounts (the "2012 Tender Offer").
Eligible Certificateholders who validly tender their Existing 2012 Certificates
before 4.00 p.m., London time, on 30 November 2010 (the "Early Submission
Deadline") (and do not subsequently revoke such tender) will be entitled to
receive, in addition to the 2012 Purchase Price and accrued periodic
distribution amounts, as additional consideration for their tender of the
relevant Existing 2012 Certificates, a further cash payment (the "Early Tender
Premium"), equal to U.S.$20 per U.S.$1,000 in face amount of such Existing 2012
Certificates accepted for purchase by the IDO; or
(ii) to offer to exchange up to U.S. $150,000,000 in face amount (the
"Maximum Exchange Amount") of their holdings of such Existing 2012 Certificates
(the "Exchange Offer") for new U.S.$ denominated trust certificates, maturing in
the first quarter of 2016, to be issued by RAK Capital, pursuant to RAK
Capital's U.S.$2,000,000,000 Certificate Issuance Programme and which will be
admitted to the Official List of the United Kingdom Listing Authority and
admitted to trading on the Regulated Market of the London Stock Exchange (the
"New Certificates"), and/or
(iii) submit offers to sell to the IDO any or all of their holdings of
such Existing 2013 Certificates for cash at an amount (the "2013 Purchase
Price") to be announced by no later than 10.00 a.m. (London time) on 1 December
2010, and which will not be less than 100 per cent. of their aggregate face
amount together with accrued but unpaid periodic distribution amounts (the "2013
Tender Offer" and together with the 2012 Tender Offer and the Exchange Offer,
the "Offers").
The Offers are being made on the terms, and subject to the restrictions and
conditions set out in, an offer memorandum dated 15 November 2010 (the "Offer
Memorandum"). Capitalised terms used in this announcement and not otherwise
defined shall have the meanings given to them in the Offer Memorandum.
Concurrently RAKIA Sukuk Company Limited, as Issuer of the Existing 2012
Certificates, has announced in a notice of meeting dated 15 November 2010, that
it is soliciting consents from the holders of the Existing 2012 Certificates to
pass, at a meeting of the holders of the Existing 2012 Certificates, an
extraordinary resolution (the "Extraordinary Resolution") providing, inter alia,
for the insertion of a new condition obliging the Trustee (at the direction of
the Ras Al Khaimah Investment Authority as Obligor) to redeem all, but not some
only, of the Existing 2012 Certificates at an amount equal to 100 per cent. of
their aggregate face amount together with accrued but unpaid periodic
distribution amounts in respect of such Certificates (the "Early Dissolution
Distribution Amount") and to dissolve the underlying trust (the "Consent
Solicitation").
The Extraordinary Resolution will be considered at a meeting of
Certificateholders to be held on 8 December 2010 (the "Meeting").
The Rationale for the Offers and the Consent Solicitation is to utilise certain
surplus cash resources, to extend the maturity profile of certain outstanding
indebtedness of the Government of the Emirate of Ras al Khaimah, and to
consolidate its sovereign issuance within RAK Capital as issuing entity.
+------------------------------------------------------------------------------------+--------------+------------------------------------------------------+----------------+----------+----------------------+---------------------------------------------------------------------------------------------------------+------------------------------------------+
| Existing Certificates | ISIN | New Certificates | Exchange Ratio | | Early Exchange Ratio | Purchase Price (excluding Early Tender Premium) | Early Tender Premium |
+------------------------------------------------------------------------------------+--------------+------------------------------------------------------+----------------+----------+----------------------+---------------------------------------------------------------------------------------------------------+------------------------------------------+
| U.S.$325,000,000 Trust Certificates due 2012 issued by RAKIA Sukuk Company Limited | XS0333617420 | U.S.$ Trust Certificates to be issued by RAK Capital | 1.00 | or | 1.02 | U.S. $1,000 per U.S. $1,000 in face amount | U.S.$ 20 per U.S.$ 1,000 in face amount |
+------------------------------------------------------------------------------------+--------------+------------------------------------------------------+----------------+----------+----------------------+---------------------------------------------------------------------------------------------------------+------------------------------------------+
| AED 1,000,000,000 Trust Certificates due 2013 issued by RAK Capital | XS0366192952 | N/A | N/A | | N/A | To be announced on 1 December, but in any case not less than AED 100,000 per AED 100,000 in face amount | N/A |
+------------------------------------------------------------------------------------+--------------+------------------------------------------------------+----------------+----------+----------------------+---------------------------------------------------------------------------------------------------------+------------------------------------------+
An offer to sell or exchange Existing Certificates may only be made by the
submission of a valid Tender Instruction or Exchange Instruction (as described
in the Offer Memorandum). The submission of an Exchange Instruction or a Tender
Instruction by a Certificateholder in respect of the Existing 2012 Certificates
will automatically serve to appoint the Tender and Exchange Agent (or its
representative) as its proxy to attend the Meeting (and any adjourned Meeting)
and to vote in favour of the Extraordinary Resolution.
The Exchange Offer
Eligible Certificateholders offering Existing 2012 Certificates for exchange
will receive New Certificates in the denominations of U.S.$100,000 and integral
multiples of U.S.$1,000 in excess thereof. Certificateholders whose Existing
2012 Certificates are accepted for exchange will receive (subject always to the
Minimum Denomination as noted below) a face amount of New Certificates equal to:
(i) the aggregate face amount of the Existing 2012 Certificates validly accepted
for exchange by the IDO, multiplied by (ii) the Exchange Ratio or Early Exchange
Ratio (as applicable), and (iii) rounded down to the nearest U.S.$1,000.
The Exchange Ratio will be 1.00. Eligible Certificateholders who validly offer
to exchange their Existing 2012 Certificates prior to the Early Submission
Deadline (and do not subsequently revoke such offer) will be entitled to receive
an Early Exchange Ratio calculated on the basis of an Early Exchange Price. The
Early Exchange Ratio will be 1.02.
The maturity date of the New Certificates will be determined by the Dealer
Managers (in consultation with the IDO) at the Pricing Time, and announced by
the IDO as soon as reasonably practicable following 2.00 p.m. (London Time) on 8
December 2010 (the "Pricing Time"). The indicative maturity date of the New
Certificates and the applicable Benchmark Security, will be announced by no
later than 10.00 a.m. (London time) on 29 November 2010.
The New Issue Periodic Distribution Rate will be calculated in accordance with
market convention and will be equal to the New Issue Yield. The Benchmark Rate
will be determined by the Dealer Managers (in consultation with the IDO) at the
Pricing Time. The New Issue Spread will be added to the Benchmark Rate to
determine the New Issue Yield. The New Issue Spread will not be less than a
minimum amount, which will be announced no later than 10:00 a.m. (London time)
on 29 November 2010.
The New Issue Spread will be determined by a book building process, in
accordance with normal market practice, whereby the Dealer Managers will procure
(or attempt to procure), commitments to subscribe in cash for New Certificates.
Completion of the Exchange Offer will be conditional, inter alia, upon the
Dealer Managers having received commitments to subscribe for at least
US$150,000,000 in aggregate face amount of New Certificates on or prior to the
Pricing Date (excluding any offers to exchange pursuant to the Exchange Offer).
The New Issue Spread and the New Issue Periodic Distribution Rate will be
determined by the Dealer Managers (in consultation with the IDO) at the Pricing
Time, and announced by the IDO as soon as reasonably practicable after the
Pricing Time.
The maximum amount of Existing 2012 Certificates that will be accepted for
exchange pursuant to the Exchange Offer will be limited to U.S.$150,000,000 (or
such higher amount as the IDO may, in its sole discretion, determine). In the
event that Exchange Instructions are submitted in respect of a face amount of
Existing 2012 Certificates that exceeds the Maximum Exchange Amount, such
Exchange Instructions will be accepted on a pro rata basis, as further described
in the Offer Memorandum.
Any Existing 2012 Certificates not accepted for exchange as a result of any such
pro-ration will be deemed to be offered for purchase pursuant to the 2012 Tender
Offer (subject to any such residual amounts being at least equal to the Minimum
Denomination. If such residual amounts are not at least equal to the Minimum
Denomination then all of the Existing 2012 Certificates subject to the relevant
Exchange Instruction will be deemed to have been offered for purchase pursuant
to the 2012 Tender Offer). The appointment of the Tender and Exchange Agent as
such holder's proxy for the purposes of the Meeting (and any adjourned Meeting)
will remain valid in respect of any Existing 2012 Certificates so purchased.
To participate in the Exchange Offer holders of the Existing 2012 Certificates
must validly offer for exchange an aggregate face amount of Existing 2012
Certificates that would entitle such holder (in accordance with the terms and
conditions set out in the Offer Memorandum) to receive an amount of New
Certificates that is at least equal to the Minimum Denomination of U.S.$100,000,
including following any adjustment for the acceptance of Exchange Instructions
on a pro rata basis as described above.
On the Settlement Date, Certificateholders whose Existing 2012 Certificates are
accepted for exchange will also receive an amount in cash (rounded to the
nearest U.S.$0.01, with half a unit being rounded upwards) equal to any accrued
but unpaid periodic distribution amounts as further described in the Offer
Memorandum.
The IDO is not under any obligation to accept any offer of Existing Certificates
for exchange. Offers of Existing Certificates for exchange may be rejected in
the sole discretion of the IDO for any reason.
The Tender Offers
Existing 2012 Certificates
If a holder of Existing 2012 Certificates submits a valid Tender Instruction and
the IDO accepts such offer, the IDO will, subject to satisfaction of the Offer
Conditions described in the Offer Memorandum, pay for each U.S.$1,000 in face
amount of Existing 2012 Certificates purchased (subject always to the Minimum
Denomination):
- the 2012 Purchase Price;
- an amount in cash in U.S.$ equal to the Accrued Periodic Distribution
Amount in respect of the Existing 2012 Certificates accepted for purchase; and
- the Early Tender Premium (if applicable)
The "2012 Purchase Price" will be U.S.$1,000 per U.S.$1,000 in face amount of
the Existing 2012 Certificates.
Eligible Certificateholders who validly tender their Existing 2012 Certificates
prior to the Early Submission Deadline (and do not subsequently revoke such
tender) will be entitled to receive the Early Tender Premium.
Existing 2013 Certificates
If a holder of Existing 2013 Certificates submits a valid Tender Instruction and
the IDO accepts such offer, the IDO will, subject to satisfaction of the Offer
Conditions described herein, pay for each AED 100,000 in face amount of Existing
2013 Certificates purchased (subject always to the Minimum Denomination):
- the 2013 Purchase Price; and
- an amount in cash in AED equal to the Accrued Periodic Distribution
Amount in respect of the Existing 2013 Certificates accepted for purchase.
The "2013 Purchase Price" will be an amount to be announced no later than 10.00
a.m. (London time) on 1 December 2010 and which will not be less than AED
100,000 per AED 100,000 in face amount of the Existing 2013 Certificates. No
Early Tender Premium will be payable in respect of the Existing 2013
Certificates.
Minimum Denomination
A Certificateholder may tender outstanding Existing 2012 Certificates only in
the minimum denomination of U.S.$100,000 and integral multiples of U.S.$1,000 in
excess thereof, and a Certificateholder may tender outstanding Existing 2013
Certificates only in the minimum denomination of AED 500,000 and integral
multiples of AED 100,000 in excess thereof.
Acceptance of Offers
Following the Expiration Deadline, the IDO will determine, in its sole
discretion, the aggregate face amount of Existing 2012 Certificates to be
accepted for exchange, and the aggregate face amount of Existing Certificates
of either Series that will be accepted for purchase. Subject to the terms and
conditions of the Offers described in the Offer Memorandum, the IDO intends to
accept for exchange or purchase (as applicable) any and all of the Existing
Certificates validly offered for purchase, and up to U.S.$150,000,000 in face
amount of Existing 2012 Certificates validly offered for exchange. The IDO will
announce such information, and the aggregate face amount of the Existing
Certificates of each Series to be purchased or exchanged (subject to
satisfaction of the Offer Conditions), as soon as reasonably practicable
following the Meeting.
Ineligible Certificateholder Consent Fee
Ineligible Certificateholders who have properly submitted (and not revoked) an
Ineligible Certificateholder Voting Instruction in accordance with the terms and
conditions set out in the Offer Memorandum, appointing a proxy to vote in favour
of the Extraordinary Resolution on their behalf, and which is received by the
Tender and Exchange Agent on or prior to the Early Submission Deadline, will (if
the Extraordinary Resolution is passed at the Meeting (or at any adjourned
Meeting)) be entitled to receive an amount equal to U.S.$ 20 for each U.S.$
1,000 in face amount of such Existing 2012 Certificates in respect of which such
Ineligible Certificateholder Voting Instruction is given (the "Ineligible
Certificateholder Early Consent Fee").
General
Settlement of the Offers, and payment of the Ineligible Early Certificateholder
Consent Fee, is expected to occur on or about 15 December 2010 (the "Settlement
Date").
Completion of the Offers is subject to a number of conditions as more fully
described in the Offer Memorandum, including the issuance of the New
Certificates in the amount, and on terms, satisfactory to the IDO.
Certificateholders are advised to check with the bank, securities broker, or
other intermediary through which they hold their Existing Certificates whether
such intermediary applies different deadlines for any of the events specified
above, and then to allow for such deadlines if such deadlines are prior to those
set out above. The deadlines set by each Clearing System will be earlier than
the relevant deadlines above.
Expected Timetable Of Events
The times and dates below are indicative only. All references to times are to
London time.
+--------------------+---------------+
| Events | Times |
| | and |
| | Dates |
+--------------------+---------------+
| Commencement | 15 |
| of the | November |
| Offers and | 2010 |
| Consent | |
| Solicitation | |
| Offers | |
| announced | |
| and Meeting | |
| of | |
| Certificateholders | |
| is called by the | |
| Issuer in respect | |
| of the Existing | |
| 2012 Certificates. | |
+--------------------+---------------+
| Announcement | By no |
| of Benchmark | later |
| Security, | than |
| Minimum New | 10.00 |
| Issue Spread | a.m. |
| and | on 29 |
| indicative | November |
| maturity of | 2010 |
| New | |
| Certificates | |
| | |
+--------------------+---------------+
| Early | 4.00 |
| Submission | p.m. |
| Deadline | on 30 |
| Deadline | November |
| for | 2010 |
| receipt of | |
| a Tender | |
| Instruction, | |
| Exchange | |
| Instruction | |
| an | |
| Ineligible | |
| Certificateholder | |
| Voting | |
| Instruction in | |
| order for the | |
| submitting holder | |
| to be eligible to | |
| receive the Early | |
| Tender Premium, | |
| Early Exchange | |
| Ratio or | |
| Ineligible | |
| Certificateholder | |
| Early Consent Fee | |
+--------------------+---------------+
| Announcement | By no |
| of Purchase | later |
| Price for | than |
| 2013 Tender | 10.00 |
| Offer | a.m. |
| | on 1 |
| | December |
| | 2010 |
+--------------------+---------------+
| Expiration | 11.00 |
| Deadline | a.m. |
| | on 6 |
| | December |
| | 2010 |
+--------------------+---------------+
| Deadline | |
| for | |
| receipt | |
| of an | |
| Exchange | |
| Instruction | |
| or Tender | |
| Instruction | |
| in relation | |
| to the | |
| Exchange | |
| Offer or | |
| Tender | |
| Offers. | |
| Latest time | |
| for holders | |
| of the | |
| Existing | |
| 2012 | |
| Certificates | |
| to make | |
| arrangements | |
| to attend or | |
| be | |
| represented | |
| at the | |
| Meeting | |
+--------------------+---------------+
| | |
+--------------------+---------------+
| Meeting | 11.00 |
| Meeting | a.m. |
| of | on 8 |
| Certificateholders | December |
| of the Existing | 2010 |
| 2012 Certificates, | |
| held at the | |
| offices of | |
| Clifford Chance | |
| LLP, 10 Upper Bank | |
| Street, London, | |
| E14 5JJ. | |
+--------------------+---------------+
| Announcement | As |
| of Results | soon |
| of Meeting | as |
| and Offers | reasonably |
| Announcement | practicable |
| by RAKIA | following |
| Sukuk | the Meeting |
| Company | |
| Limited of | |
| the results | |
| of the | |
| Meeting. | |
| Announcement | |
| by the IDO | |
| of the | |
| aggregate | |
| face amount | |
| of Existing | |
| Certificates | |
| of each | |
| Series that | |
| will be | |
| accepted for | |
| purchase and | |
| the | |
| aggregate | |
| face amount | |
| of Existing | |
| 2012 | |
| Certificates | |
| that will be | |
| accepted for | |
| exchange | |
| (subject | |
| only to | |
| satisfaction | |
| of the Offer | |
| Conditions). | |
+--------------------+---------------+
| Pricing | At or |
| Date | around |
| Determination | 2.00 |
| of the | p.m. |
| maturity | on 8 |
| date, | December |
| Benchmark | 2010 |
| Rate, New | (the |
| Issue | "Pricing |
| Periodic | Time") |
| Distribution | |
| Rate and New | |
| Issue Spread | As soon |
| in respect of | as |
| the New | reasonably |
| Certificates | practicable |
| and the | following |
| aggregate | the Pricing |
| amount of New | Time |
| Certificates | |
| to be issued | |
| Announcement | |
| by the IDO of | |
| the maturity | |
| date, | |
| Benchmark | |
| Rate, New | |
| Issue | |
| Periodic | |
| Distribution | |
| Rate and New | |
| Issue Spread | |
| in respect of | |
| the New | |
| Certificates | |
| and the | |
| aggregate | |
| amount of New | |
| Certificates | |
| to be issued. | |
+--------------------+---------------+
| Settlement | 15 |
| of the | December |
| Offers | 2010 |
| (and | (being 4 |
| Payment of | Business |
| Ineligible | Days |
| Certificateholder | after |
| Early Consent Fee | the |
| if the | Pricing |
| Extraordinary | Date) |
| Resolution is | |
| passed) | |
+--------------------+---------------+
| Payment | Approximately |
| of | 5 Business |
| Early | Days after |
| Dissolution | the |
| Distribution | Settlement |
| Amount | Date |
| Payment of | |
| Early | |
| Dissolution | |
| Distribution | |
| Amount if | |
| the | |
| Extraordinary | |
| Resolution is | |
| passed at the | |
| initial | |
| Meeting | |
+--------------------+---------------+
Certificateholders are advised to read carefully the Offer Memorandum for full
details of, and information on, the procedures for participating in the Offers
and the Consent Solicitation.
Subject to applicable law and as provided in the Offer Memorandum, the IDO may,
in its sole discretion, extend, re-open, amend, waive any condition of or
terminate any or all of the Offers at any time. Certificateholders will have
only limited revocation rights as set out in the Offer Memorandum.
If the Meeting is adjourned the IDO may choose, in its sole discretion and
without limiting the IDO's right to otherwise extend, re-open, amend, waive any
condition of or terminate the Offers, or to amend the terms and conditions of
one or more of the Offers, to provide for one or more of (i) the Expiration
Deadline, (ii) the Pricing Date and (iii) the Settlement Date, to take place
after the adjourned Meeting on the same basis as for the original Meeting. The
IDO is however under no obligation to amend any of the terms of the Offers, and
may amend one or more of the Offers without similarly amending the terms of the
other Offers.
The Offers are not being made in the United States or Italy or to any U.S.
person or to any person located or resident in Italy and are also restricted in
other jurisdictions, as more fully described below and in the Offer Memorandum.
For Further Information
A complete description of the terms and conditions of the Offers and the Consent
Solicitation, including any conditions to completion, is set out in the Offer
Memorandum. Further details about the transaction can also be obtained from:
The Dealer Managers
Citigroup Global Markets Limited The Royal Bank of
Scotland plc
Citigroup Centre 135
Bishopsgate
33 Canada Square London
London E14 5LB EC2M
3UR
United Kingdom
United Kingdom
Tel: +44(0) 207 986 8969 Tel:
+44(0) 207 085 8056
Attention: Liability Management Group Attention:
Liability Management Group
Email: liabilitymanagement.europe@citi.comEmail: liabilitymanagement@rbs.com
The Tender and Exchange Agent
Citibank, N.A.
Citigroup Centre, Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Tel: +44 (0) 20 7508 3867
Email: exchange.gats@citi.com
A copy of the Offer Memorandum is available to eligible persons upon request
from the Tender and Exchange Agent.
DISCLAIMER
This announcement must be read in conjunction with the Offer Memorandum. No
offer or invitation to acquire or exchange any securities is being made pursuant
to this announcement. This announcement and the Offer Memorandum contain
important information, which must be read carefully before any decision is made
with respect to the Offers and the Consent Solicitation. If any
Certificateholder is in any doubt as to the action it should take, it is
recommended to seek its own legal, tax and financial advice, including as to any
tax consequences, from its stockbroker, bank manager, solicitor, accountant or
other independent financial adviser. Any individual or company whose Existing
Certificates are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to participate in
the Offers. None of the IDO, the Dealer Managers, or the Tender and Exchange
Agent or any person who controls, or is a director, officer, employee or agent
of such persons, or any affiliate of such persons, makes any recommendation as
to whether Certificateholders should participate in the Offers or the Consent
Solicitation.
OFFER RESTRICTIONS
General
Neither this announcement nor the Offer Memorandum constitutes an offer to sell
or buy or the solicitation of an offer to sell or buy the Existing Certificates
and/or New Certificates, as applicable, and offers of Existing Certificates for
exchange pursuant to the Exchange Offer or for sale pursuant to the Tender Offer
will not be accepted from Certificateholders 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 or the Consent Solicitation to be made
by a licensed broker or dealer and the Dealer Managers or any of their
respective affiliates is such a licensed broker or dealer in such jurisdictions,
such Offer or the Consent Solicitation shall be deemed to be made by the
relevant Dealer Manager or its affiliate (as the case may be) on behalf of the
IDO in such jurisdictions.
In addition to the representations referred to below in respect of the United
States, each holder of Existing Certificates participating in an Offer will also
be deemed to give certain representations in respect of the other jurisdictions
referred to below and generally as set out in the Offer Memorandum. Any offer of
Existing Certificates for exchange or purchase pursuant to the Offers from a
holder that is unable to make these representations will not be accepted. Each
of the IDO, the Dealer Managers and the Tender and Exchange Agent reserves the
right, in its absolute discretion, to investigate, in relation to any offer of
Existing Certificates for exchange or purchase, whether any such representation
is correct and, if such investigation is undertaken and as a result the IDO
determines (for any reason) that such representation is not correct, such offer
shall not be accepted.
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 any facilities of a national securities
exchange of, the United States or to, or for the account or benefit of, any U.S.
person (within the meaning of Regulation S under the Securities Act). This
includes, but is not limited to, facsimile transmission, electronic mail, telex,
telephone and the Internet. Accordingly, copies of the Offer Memorandum and any
other offer memoranda, 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 U.S. persons and Existing
Certificates cannot be offered for exchange or tender in the Offers by any such
use, means, instruments or facilities or from within the United States or by
U.S. persons. Any purported offer of Existing Certificates for exchange or
tender resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported offer of Existing Certificates for exchange or
tender made by a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a nominee giving
instructions from within the United States or any U.S. person will not be
accepted.
The Offer Memorandum is not an offer of securities for sale in the United States
or to U.S. persons. Securities may not be offered or sold in the United States
absent registration or an exemption from registration. The New Certificates
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, in the United States
or to, or for the account or benefit of, U.S. persons, except pursuant to an
exemption from the registration requirements of the Securities Act and
applicable state security laws. The purpose of the Offer Memorandum is limited
to the Offers and the Consent Solicitation and the Offer Memorandum may not be
sent or given to a person in the United States or to a U.S. person or otherwise
to any person other than in an offshore transaction in accordance with
Regulation S under the Securities Act.
Each Eligible Certificateholder participating in an Offer will represent that it
is not located in the United States and is not participating in the relevant
Offer from the United States, that it is participating in the relevant Offer in
accordance with Regulation S under the Securities Act and is not a U.S. person,
or that 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
Offer from the United States and is not a U.S. person. For the purposes of this
and the above two paragraphs, "United States" means United States of America,
its territories and possessions, any state of the United States of America and
the District of Columbia.
United Kingdom
The communication of the Offer Memorandum and any other offer memoranda,
documents or materials relating to the Offers is not being made and such offer
memoranda, 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 offer memoranda, documents and/or materials are not
being distributed to, and must not be communicated to, the general public in the
United Kingdom. The communication of such offer memoranda, 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 "Order")) or any other persons to whom it
may otherwise lawfully be made under the Order.
Belgium
Neither the Offer Memorandum nor any other offer memoranda, documents or
materials relating to the Offers have been submitted to or will be submitted for
approval or recognition to the Belgian Banking, Finance and Insurance Commission
(Commission bancaire, financière et des assurances/Commissie voor het Bank-,
Financie- en Assurantiewezen) and, accordingly, the Offers may not be made in
Belgium by way of a public offering, as defined in Article 3 of the Belgian Law
of 1 April 2007 on public takeover bids or as defined in Article 3 of the
Belgian Law of 16 June 2006 on the public offer of placement instruments and the
admission to trading of placement instruments on regulated markets (together,
the "Belgian Public Offer Law"), each as amended or replaced from time to time.
Accordingly, the Offers may not be advertised and the Offers will not be
extended, and neither the Offer Memorandum nor any other offer memoranda,
documents or materials relating to an Offer (including any memorandum,
information circular, brochure or any similar offer memoranda or documents) has
been or shall be distributed or made available, directly or indirectly, to any
person in Belgium other than "qualified investors" in the sense of Article 10 of
the Belgian Public Offer Law (as amended from time to time), acting on their own
account. Insofar as Belgium is concerned, the Offer Memorandum has been issued
only for the personal use of the above qualified investors and exclusively for
the purpose of the Offers. Accordingly, the information contained in the Offer
Memorandum may not be used for any other purpose or disclosed to any other
person in Belgium.
France
The Offers are not being made, directly or indirectly, to the public in the
Republic of France. Neither the Offer Memorandum nor any other offer
memorandum, document or material relating to the Offers has been or shall be
distributed to the public in France and only qualified investors (Investisseurs
Qualifiés) other than individuals, as defined in, and in accordance with,
Articles L.411-1, L.411-2 and D.411-1 and D.411.3 of the French Code Monétaire
et Financier are eligible to participate in the Offer. The Offer Memorandum has
not been submitted for clearance to, or approved by, the Autorité des Marchés
Financiers.
Italy
The Offers are not being made in the Republic of Italy. The Offers and the
Offer Memorandum have not been submitted to the clearance procedure of the
Commissione Nazionale per le Società e la Borsa pursuant to Italian laws and
regulations. Accordingly, Certificateholders are notified that, to the extent
such Certificateholders are located or resident in Italy, the Offers are not
available to them and they may not offer Existing Certificates for exchange or
submit tenders in the Offers, nor may the New Certificates be offered, sold or
delivered in Italy and, as such, any Exchange Instruction or Tender Instruction
received from or on behalf of such persons shall be ineffective and void, and
neither the Offer Memorandum nor any other offer memoranda, documents or
materials relating to the Offers, the Existing Certificates or the New
Certificates may be distributed or made available in Italy.
Switzerland
Neither the Existing 2012 Certificates nor the Existing 2013 Certificates nor
the New Certificates (together the "Certificates") may be publicly offered, sold
or advertised, directly or indirectly, in or from Switzerland. Neither the Offer
Memorandum nor any other offering or marketing material relating to the
Certificates constitutes a prospectus as such term is understood pursuant to
article 652a or article 1156 of the Swiss Federal Code of Obligations or a
listing prospectus within the meaning of the listing rules of the SIX Swiss
Exchange Ltd or a prospectus pursuant to the Swiss Federal Act on Collective
Investment Schemes (CISA), and neither the Offer Memorandum nor any other
offering or marketing material relating to the Certificates may be publicly
distributed or otherwise made publicly available in Switzerland. The
Certificates may only be offered, sold or advertised, and the Offer Memorandum
as well as any other offering or marketing material relating to the Certificates
may only be distributed by way of private placement to qualified investors
within the meaning of CISA. The Certificates are not authorized by or registered
with the Swiss Financial Market Supervisory Authority FINMA (FINMA) under CISA.
Therefore, investors do not benefit from protection under CISA or supervision by
FINMA.
Kingdom of Bahrain
The Offer Memorandum does not constitute an offer to the Public (as defined in
Articles 142-146 of the Commercial Companies Law (decree Law No. 21/2001 of
Bahrain)) in Bahrain.
Kingdom of Saudi Arabia
The communication of the Offer Memorandum and any other documents or materials
relating to the Offers is only being made in the Kingdom of Saudi Arabia, (i) to
persons who have confirmed that they are "Sophisticated Investors" (as defined
in Article 10 of the "Offer of Securities Regulations" as issued by the Board of
the Capital Market Authority resolution number 2-11-2004 dated 4 October 2004
and amended by the Board of the Capital Market Authority resolution number
1-28-2008 dated 18 August 2008 (the "KSA Regulations")), and (ii) the Offer
Memorandum and the Offers shall not therefore constitute a "public offer"
pursuant to the KSA Regulations, but are subject to the restrictions on
secondary market activity under Article 17 of the KSA Regulations, accordingly
any Saudi Investor who has acquired Existing Certificates pursuant to a limited
offer may not offer or sell those Existing Certificates to any person unless the
offer or sale is made through an authorised person appropriately licensed by the
Saudi Arabian Capital Market Authority and: (1) the Existing Certificates are
offered or sold to a Sophisticated Investor; (2) the price to be paid for the
Existing Certificates in any one transaction is equal to or exceeds SR1 million
or an equivalent amount; or (3) the offer or sale is otherwise in compliance
with Article 17 of the KSA Regulations.
Qatar
The Existing Certificates and the New Certificates may not be offered or sold,
directly or indirectly, in the State of Qatar, except: (a) in compliance with
all applicable laws and regulations of the State of Qatar; and (b) through
persons or corporate entities authorised and licensed to provide investment
advice and/or engage in brokerage activity and/or trade in respect of foreign
securities in the State of Qatar.
Kuwait
The Existing Certificates and the New Certificates have not been licensed for
offering in Kuwait by the Ministry of Commerce and Industry or the Central Bank
of Kuwait or any other relevant Kuwaiti government agency. The offering of the
Existing Certificates and the New Certificates in Kuwait on the basis of a
private placement or public offering is, therefore, restricted in accordance
with Decree Law No. 31 of 1990, as amended, and Ministerial Order No. 113 of
1992, as amended. No private or public offering of the Existing Certificates or
the New Certificates is being made in Kuwait, and no agreement relating to the
sale of the Existing Certificates or the New Certificates will be concluded in
Kuwait. No marketing or solicitation or inducement activities are being used to
offer or market the Existing Certificates or the New Certificates in Kuwait.
Lebanon
Neither the Offers nor the accuracy or adequacy of the Offer Memorandum have
been approved or disapproved by any Lebanese regulatory authority, commission,
or agency. Any representation to the contrary is unlawful.
The Offer Memorandum does not constitute, and should not be construed as, an
offer to sell or a solicitation of an offer to subscribe for or purchase any
securities in Lebanon.
The United Arab Emirates
The Offers are not being made and will not be publicly promoted or advertised in
the United Arab Emirates other than in compliance with laws applicable in the
United Arab Emirates governing the issue, offering and sale of securities.
The information contained in the Offer Memorandum does not constitute an offer
of securities in the United Arab Emirates in accordance with Federal Law No. 8
of 1986 (as amended) (the Commercial Companies Law) or otherwise, and is not
intended to be a public offer and the information contained in the Offer
Memorandum is not intended to lead to the conclusion of any contract of
whatsoever nature within the territory of the United Arab Emirates.
Dubai International Financial Centre
The Offers are not being made and will not be made to any person in the Dubai
International Financial Centre unless such offer is (a) deemed to be an "Exempt
Offer" in accordance with the Offered Securities Rules of the Dubai Financial
Services Authority (the "Rules") and (b) made only to persons of a type
specified in the Rules.
Singapore
The Offer Memorandum has not been registered as a prospectus with the Monetary
Authority of Singapore. Accordingly, the Offer Memorandum and any other document
or material in connection with the offer or sale, or invitation for subscription
or purchase, of New Certificates may not be circulated or distributed, nor may
New Certificates be offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor under Section 274 of the
Securities and Futures Act, Chapter 289 of Singapore (the "SFA"), (ii) to a
relevant person, or any person pursuant to Section 275(1A), and in accordance
with the conditions specified in Section 275, of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other applicable
provision of the SFA.
Where New Certificates are subscribed or purchased under Section 275 by a
relevant person which is:
(a) a corporation (which is not an accredited investor (as defined in
Section 4A of the SFA)) the sole business of which is to hold investments and
the entire share capital of which is owned by one or more individuals, each of
whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose
sole purpose is to hold investments and each beneficiary of the trust is an
individual who is an accredited investor,
shares, debentures and units of shares and debentures of that corporation or the
beneficiaries' rights and interest (howsoever described) in that trust shall not
be transferred within 6 months after that corporation or that trust has acquired
the New Certificates pursuant to an offer made under Section 275 of the SFA
except:
(1) to an institutional investor (for corporations, under Section 274 of
the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any
person pursuant to an offer that is made on terms that such shares, debentures
and units of shares and debentures of that corporation or such rights and
interest in that trust are acquired at a consideration of not less than
S$200,000 (or its equivalent in a foreign currency) for each transaction,
whether such amount is to be paid for in cash or by exchange of securities or
other assets, and further for corporations, in accordance with the conditions
specified in Section 275 of the SFA;
(2) where no consideration is or will be given for the transfer; or
(3) where the transfer is by operation of law.
Cayman Islands
No offers or invitations to subscribe for New Certificates are being made, or
will be made, to the public in the Cayman Islands.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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