TIDM92PG
RNS Number : 3489Y
Anheuser-Busch InBev SA/NV
08 September 2020
8 September 2020
ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES TER OFFERS
TO PURCHASE ANY AND ALL EUR NOTES FOR CASH
Anheuser-Busch InBev SA/NV (the "Issuer") has today launched
separate invitations to holders of its outstanding (i)
EUR1,500,000,000 Floating Rate Notes due 2024 (ISIN: BE6301509012),
(ii) EUR750,000,000 2.875% Notes due 2024 (ISIN: BE6243179650) and
(iii) EUR2,500,000,000 1.500% Notes due 2025 (ISIN: BE6285454482)
(together, the "EUR Notes") to tender any and all such EUR Notes
for purchase by the Issuer for cash (each such invitation a "EUR
Tender Offer" and together the "EUR Tender Offers"). The EUR Tender
Offers are being made on the terms and subject to the conditions
contained in the offer to purchase dated 8 September 2020 (the
"Offer to Purchase") and are subject to the offer restrictions set
out below and as more fully described in the Offer to Purchase.
Copies of the Offer to Purchase are (subject to offer
restrictions) available from the EUR Tender Agent as set out below.
Capitalised terms used and not otherwise defined in this
announcement have the meanings given in the Offer to Purchase.
Summary of the EUR Tender Offers
Bloomberg
Title of Principal Amount Interpolated Reference Fixed Spread Hypothetical Tender
Notes(4) Outstanding ISIN Rate Page (Basis Points) Consideration(1)(2)(3)
-------------- ----------------- ------------- ------------- ----------- --------------- -----------------------
Floating Rate
Notes due
2024 EUR1,500,000,000 BE6301509012 N/A N/A N/A EUR1,007.50
September
2024
2.875% Notes Interpolated
due 2024 EUR750,000,000 BE6243179650 Swap Rate ICAE1 20 EUR1,125.91
March 2025
1.500% Notes Interpolated
due 2025 EUR2,500,000,000 BE6285454482 Swap Rate ICAE1 22 EUR1,077.00
Notes:
(1) Per EUR1,000 principal amount of EUR Notes validly tendered
at or prior to the Expiration Date or the Guaranteed Delivery Date
pursuant to the Guaranteed Delivery Procedures (as defined below)
and not validly withdrawn and accepted for purchase (and subject to
the applicable Minimum Authorized Denomination). Does not include
Accrued Coupon Payment.
(2) Hypothetical Tender Consideration for each series of EUR
Notes other than the Floating Rate Notes due 2024 (such EUR Notes
collectively, the "EUR Fixed Rate Notes") is based upon a
hypothetical Reference Yield determined as of 3:00 p.m., London
time, on 4 September 2020 and assumes a Settlement Date of 17
September 2020. The Reference Yield used to determine actual
consideration for the EUR Fixed Rate Notes is expected to be
calculated on 14 September 2020. The information provided in the
above table with respect to the EUR Fixed Rate Notes is for
illustrative purposes only. The Issuer makes no representation with
respect to the actual consideration that may be paid with respect
to the EUR Fixed Rate Notes, and such amounts may be greater or
less than those shown in the above table depending on the Reference
Yield as of the Price Determination Time.
(3) Hypothetical Tender Consideration for the Floating Rate
Notes due 2024 (the "EUR Floating Rate Notes") reflects the actual,
fixed Tender Consideration of EUR1,007.50 per EUR1,000 principal
amount.
(4) The EUR Notes are fully and unconditionally guaranteed by
Anheuser-Busch Companies LLC, Anheuser-Busch InBev Finance Inc.,
Anheuser-Busch InBev Worldwide Inc., Brandbev S.à r.l., Brandbrew
S.A. and Cobrew NV (the "Guarantors").
THE EUR TER OFFERS COMMENCE ON 8 SEPTEMBER 2020 AND WILL EXPIRE
AT 5:00 P.M., NEW YORK CITY TIME, ON 14 SEPTEMBER 2020, UNLESS
EXTED OR EARLIER TERMINATED BY THE ISSUER (SUCH DATE AND TIME, AS
THE SAME MAY BE EXTED OR EARLIER TERMINATED, THE "EXPIRATION
DATE"). HOLDERS WHO DESIRE TO PARTICIPATE IN THE EUR TER OFFERS
MUST VALIDLY TER THEIR EUR NOTES (OR DELIVER A PROPERLY COMPLETED
AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY, SUBSTANTIALLY IN
THE FORM ATTACHED AS APPIX A OF THE OFFER TO PURCHASE (THE "NOTICE
OF GUARANTEED DELIVERY")) AT OR PRIOR TO THE EXPIRATION DATE. TERS
OF EUR NOTES MAY BE VALIDLY WITHDRAWN AT ANY TIME PRIOR TO THE
EXPIRATION DATE BUT TERS WILL THEREAFTER BE IRREVOCABLE, EXCEPT IN
CERTAIN LIMITED CIRCUMSTANCES WHERE ADDITIONAL WITHDRAWAL RIGHTS
ARE REQUIRED BY LAW.
Custodians, direct participants in Euroclear Bank SA/NV and/or
Clearstream Banking S.A. (together, the "Clearing Systems") and
Clearing Systems will have deadlines for receiving instructions
prior to the Expiration Date and holders should contact the
intermediary through which they hold their EUR Notes as soon as
possible to ensure proper and timely delivery of instructions.
In order to be eligible to participate in the EUR Tender Offers
in the manner specified in the Offer to Purchase, Holders that hold
EUR Notes directly in the NBB-SSS or through a direct participant
of the NBB-SSS (other than a Clearing System) must arrange for the
EUR Notes which they wish to tender to be transferred to an account
in either Euroclear Bank SA/NV and/or Clearstream Banking S.A.
Purpose of the EUR Tender Offers
The purpose of the EUR Tender Offers is to reduce the Issuer's
gross debt.
Concurrently with the EUR Tender Offers, Anheuser-Busch InBev
Finance Inc. and Anheuser-Busch InBev Worldwide Inc. announced on 8
September 2020 an invitation to holders of certain series of its
outstanding U.S. dollar denominated securities to tender such
securities for cash (the "US Tender Offers"). The US Tender Offers
are also the subject of the Offer to Purchase but is being made by
Anheuser-Busch InBev Finance Inc. and Anheuser-Busch InBev
Worldwide Inc., as applicable, and not the Issuer. For details on
the US Tender Offers please refer to the Offer to Purchase.
EUR Notes purchased by the Issuer pursuant to the EUR Tender
Offers will be cancelled and will not be re-issued or re-sold. EUR
Notes which have not been validly submitted and accepted for
purchase pursuant to the EUR Tender Offers will remain
outstanding.
Tender Consideration
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, Holders who (i) validly tender and who do not
validly withdraw EUR Notes at or prior to the Expiration Date or
(ii) deliver a properly completed Notice of Guaranteed Delivery at
or prior to the Expiration Date and tender their EUR Notes at or
prior to the Guaranteed Delivery Date pursuant to the Guaranteed
Delivery Procedures (as set out in the Offer to Purchase), subject
in each case to the tender in the applicable Minimum Authorized
Denominations, and whose EUR Notes are accepted for purchase by the
Issuer, will receive the applicable Tender Consideration described
below.
The consideration paid to Holders will be the Tender
Consideration plus an amount equal to the Accrued Coupon Payment
per EUR1,000 principal amount of EUR Notes validly tendered, and
not validly withdrawn, and accepted for purchase pursuant to the
EUR Tender Offers rounded to the nearest EUR0.01.
The Dealer Managers will calculate the Tender Offer Yield, the
Tender Consideration and Accrued Coupon Payment on behalf of the
Issuer as set forth in the Offer to Purchase, and their calculation
will be final and binding, absent manifest error.
The Issuer will publicly announce the Tender Consideration for
the EUR Fixed Rate Notes promptly after the Price Determination
Time. Because the Tender Consideration for the EUR Fixed Rate Notes
is based on a fixed spread pricing formula linked to the Reference
Yield, the actual amount of cash that may be received by a
tendering Holder of the EUR Fixed Rate Notes pursuant to the
applicable EUR Tender Offer will be affected by changes in such
Reference Yield during the term of the EUR Tender Offers before the
Price Determination Time. Prior to the Price Determination Time,
Holders of EUR Fixed Rate Notes may obtain hypothetical quotes of
the Tender Consideration (collected as of a then-recent time) by
contacting the Dealer Managers at the telephone numbers below.
After the Price Determination Time, when the Tender Consideration
will no longer be linked to Reference Yield, the actual amount of
cash that may be received by a tendering Holder of the EUR Fixed
Rate Notes pursuant to the EUR Tender Offers will be known and
Holders of EUR Fixed Rate Notes will be able to ascertain the
Tender Consideration in the manner described below.
EUR Fixed Rate Notes
The Tender Consideration payable for each series of EUR Fixed
Rate Notes will be a price for each EUR1,000 principal amount of
such series of EUR Fixed Rate Notes, as applicable, equal to an
amount in euro, calculated as set forth in the Offer to Purchase in
an amount that would reflect, as of the Settlement Date, a yield to
the applicable maturity date of such series of EUR Fixed Rate Notes
equal to the sum of (i) the Reference Yield for such series of EUR
Fixed Rate Notes at the Price Determination Time, plus (ii) the
Fixed Spread for such series of EUR Fixed Rate Notes (such sum, the
"Tender Offer Yield"), minus the Accrued Coupon Payment.
The Reference Yield will be calculated in accordance with
standard market practice and will correspond to the applicable
Interpolated Rate, as of the applicable Price Determination Time.
The Price Determination Time will be 3:00 p.m., London time, for
all EUR Fixed Rate Notes, on the Expiration Date.
EUR Floating Rate Notes
The Tender Consideration applicable to the EUR Floating Rate
Notes for each EUR1,000 principal amount of EUR Floating Rate Notes
will be EUR1,007.50.
Accrued Coupon Payment
In addition to the applicable Tender Consideration, Holders
whose EUR Notes are accepted for purchase will be paid the
applicable Accrued Coupon Payment. Interest will cease to accrue on
the Settlement Date for all EUR Notes accepted in the EUR Tender
Offers, including those tendered through the Guaranteed Delivery
Procedures.
Expiration Date; Extension; Termination; Amendment
The EUR Tender Offers will expire at 5:00 p.m., New York City
time, on 14 September 2020, unless extended with respect to a
series of EUR Notes, in which case the Expiration Date will be such
time and date to which the Expiration Date is extended.
The Issuer reserves the right to:
-- extend any or all of the EUR Tender Offers;
-- terminate or amend any or all of the EUR Tender Offers and
not to accept for purchase any EUR Notes not previously accepted
for purchase upon the occurrence of any of the events specified in
the Offer to Purchase under "Description of the Tender
Offers-Conditions to the Tender Offers" that have not been waived
by the Issuer; and/or
-- amend the terms of any or all of the EUR Tender Offers in any
manner permitted or not prohibited by law.
If a EUR Tender Offer is terminated, all Tender Instructions in
respect of EUR Notes of the relevant series will be deemed to be
withdrawn automatically.
If the Issuer amends, extends or terminates any EUR Tender
Offer, it will give immediate notice to the EUR Tender Agent and
will make a public announcement thereafter. Any required
announcements relating to the extension, amendment or termination
of any EUR Tender Offer, or the Issuer's acceptance for payment of
the EUR Notes, shall be done as soon as practicable, and in the
case of an extension of the Expiration Date, no later than 9:00
a.m., New York City time, on the next business day after the
previously-scheduled Expiration Date. Announcements with respect to
the EUR Tender Offers will be published by means of a news release
via a press release on a widely disseminated news service. With
respect to the EUR Tender Offers, announcements will be made by
publication through RNS and may also be made by the delivery of
notices to the Clearing Systems (including through the NBB-SSS for
delivery to participants in the NBB-SSS) for communication to
persons shown in their records as direct participants holding
interests in the EUR Notes.
All references in this announcement to the Expiration Date of
the EUR Tender Offers are to such Expiration Date, as such date may
be extended or terminated.
The minimum period during which any EUR Tender Offer will remain
open following material changes in the terms of such EUR Tender
Offer or in the information concerning such EUR Tender Offer will
depend upon the facts and circumstances of such change, including
the materiality of the changes. With respect to any change in the
consideration offered in the EUR Tender Offers, the Issuer will
disclose any such amendment in a press release at or prior to 10:00
a.m., New York City time, on the day of such amendment and the
Issuer will extend the Expiration Date by at least five business
days, if the EUR Tender Offer would otherwise expire during such
period. If any of the terms of any EUR Tender Offer are amended in
a manner determined by the Issuer to constitute a material change
adversely affecting any Holder, the Issuer will extend the EUR
Tender Offer by at least three business days, if the EUR Tender
Offer would otherwise expire during such period. The Issuer will
announce any such change in a press release issued at least three
business days prior to the Expiration Date and prior to 10:00 a.m.,
New York City time, on the first day of such three-business day
period.
The Issuer has no other obligation to publish, advertise or
otherwise communicate any information about any extension,
amendment or termination.
Withdrawal of Tenders
You may withdraw your tender of EUR Notes at any time at or
prior to the Expiration Date, but tenders will thereafter be
irrevocable, except in certain limited circumstances where the
Issuer determines that additional withdrawal rights are required by
law.
Tenders may not be validly withdrawn after the Expiration Date,
other than as set forth in the Offer to Purchase or unless the
Issuer amends the applicable EUR Tender Offer, in which case
withdrawal rights may be extended as the Issuer determines, to the
extent required by law, appropriate to allow tendering Holders a
reasonable opportunity to respond to such amendment. The Issuer, in
its sole discretion, may extend the Expiration Date for any
purpose. In addition, if the Expiration Date is extended, tendered
EUR Notes may be withdrawn at any time until 10 business days after
the commencement of the EUR Tender Offers. Tendered EUR Notes may
also be withdrawn at any time after the 60th business day after the
commencement of the EUR Tender Offers, if for any reason a EUR
Tender Offer has not been consummated within 60 days after
commencement.
Summary of Action to be Taken
To tender EUR Notes in a EUR Tender Offer, a holder of EUR Notes
should deliver, or arrange to have delivered on its behalf, via the
relevant Clearing System and in accordance with the requirements of
such Clearing System, a valid Tender Instruction that is received
in each case by the EUR Tender Agent by the Expiration Date.
Tender Instructions must be submitted in respect of a principal
amount of EUR Notes of no less than the Minimum Authorized
Denomination for the relevant series of EUR Notes and may be
submitted in integral multiples of EUR 1,000 thereafter.
Holders holding EUR Notes directly in the NBB-SSS or through a
direct participant of the NBB-SSS (other than a Clearing System)
must, in order to be eligible to participate in the EUR Tender
Offers in the manner specified in the Offer to Purchase, (i)
arrange for the EUR Notes which they wish to tender to be
transferred to an account in either of the Clearing Systems, and
(ii) maintain, or where relevant, procure, access to an account in
either of the Clearing Systems through which such EUR Notes can be
traded, and to which both the applicable Purchase Price and the
applicable Accrued Interest Payment may be credited by the
Issuer.
Holders who do not have access to an account, as described
above, in either of the Clearing Systems (either directly or
through a direct participant or other intermediary), or who do not
transfer the EUR Notes which they wish to tender to a direct
participant in either Clearing System, will not be able to submit a
Tender Instruction to the EUR Tender Agent and will not be eligible
to participate in the EUR Tender Offers in the manner specified in
the Offer to Purchase.
Any Holder who (i) holds its EUR Notes directly, or through a
direct participant of the NBB-SSS , in an "N account" within the
NBB-SSS, (ii) is not eligible, in accordance with Article 4 of the
Belgian Royal Decree of 26 May 1994, to hold its EUR Notes
(directly or indirectly) in an "X account" within the NBB-SSS, and
who is therefore unable to transfer the relevant EUR Notes with to
account in either of the Clearing Systems and (iii) who is eligible
to view the Offer to Purchase and make an investment decision with
respect to the EUR Tender Offers, may contact the EUR Tender Agent
for further information, using the contact details set out
below.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold EUR Notes when such
intermediary would require to receive instructions from a Holder in
order for that Holder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the EUR Tender Offers before
the deadlines specified in the Offer to Purchase. 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 in the Offer to Purchase.
Important Dates
Please take note of the following important dates and times in
connection with the EUR Tender Offers.
Time and Calendar
Date Date Event
------------------------------------ ------------------------- -----------------------------------
Commencement Date 8 September 2020 Commencement of the EUR
........ Tender Offers upon the terms
and subject to the conditions
set forth in the Offer to
Purchase. EUR Tender Offers
announced via a press release
on a widely disseminated
news service. EUR Tender
Offers announced through
the Clearing Systems (including
through the securities settlement
system operated by the NBB-SSS
for delivery to participants
in the NBB-SSS) and via
RNS.
Offer to Purchase available
(subject to the restrictions
set out in "Offer and Distribution
Restrictions") from the
EUR Tender Agent .
Price Determination 3:00 p.m., London The Dealer Managers will
Time... time, with respect calculate the applicable
to the EUR Fixed Tender Consideration for
Rate Notes, on the EUR Fixed Rate Notes
14 September 2020 in the manner described
unless extended in the Offer to Purchase.
with respect to
any EUR Tender
Offer.
Expiration Date..................... 5:00 p.m., New The deadline for Holders
York City time, to tender EUR Notes or deliver
on 14 September a duly completed Notice
2020 unless extended of Guaranteed Delivery and
with respect to the last date and time for
any EUR Tender Holders to withdraw previously
Offer. tendered EUR Notes. The
Issuer expects to publish
a press release promptly
following the Expiration
Date setting forth the results
of the EUR Tender Offers
.
Guaranteed Delivery Guaranteed deliveries In respect of EUR Notes
Date .. will be required that are tendered pursuant
to be completed to the Guaranteed Delivery
no later than 5:00 Procedures described herein,
p.m. New York City the last date and time for
time, on 16 September Holders to deliver EUR Tender
2020, the second Instructions, with respect
business day after to EUR Notes.
the Expiration
Date .
Settlement Date.................... Expected to be The applicable cash amounts
the third business will be paid for any EUR
day after the Expiration Notes validly tendered (and
Date. The expected not validly withdrawn) for
Settlement Date purchase in the EUR Tender
is 17 September Offers and accepted by the
2020, with respect Issuer, in the amount and
to each EUR Tender manner described in the
Offer unless extended Offer to Purchase.
with respect to
such EUR Tender
Offer.
The above times and dates are subject to our right to extend,
amend and/or terminate any or all of the EUR Tender Offers (subject
to applicable law and as provided in the Offer to Purchase).
Holders of EUR Notes are advised to check with any bank, securities
broker or other intermediary through which they hold EUR Notes as
to when such intermediary would need to receive instructions from a
beneficial owner in order for that beneficial owner to be able to
participate in, or withdraw their instruction to participate in,
one or more EUR Tender Offers, before the deadlines specified in
the Offer to Purchase. The deadlines set by any such intermediary
or Clearing Systems for the submission of Tender Instructions will
be earlier than the relevant deadlines specified above.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 ("MAR").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY DANIEL
STROTHE, GLOBAL DIRECTOR (TREASURY) OF THE ISSUER .
Further Information
A complete description of the terms and conditions of the EUR
Tender Offers is set out in the Offer to Purchase. Before making a
decision with respect to the EUR Tender Offers, Holders should
carefully consider all of the information in the Offer to
Purchase.
Barclays Bank PLC, BofA Securities, Deutsche Bank Securities
Inc., J.P. Morgan Securities plc and Santander Investment
Securities Inc. are the dealer managers (the "Dealer Managers") for
the EUR Tender Offers and Lucid Issuer Services Limited is the
tender agent (the "EUR Tender Agent") for the EUR Tender
Offers.
Questions and requests for assistance in connection with the EUR
Tender Offers may be directed to:
DEALER MANAGERS
Barclays Bank PLC BofA Securities Deutsche Bank Securities Inc.
745 Seventh Avenue 620 S Tryon Street, 20(th) Floor 60 Wall Street
New York, NY 10019 Charlotte, North Carolina 28255 New York, NY 10005
U.S. Collect: +1 (212) 528-7581 Attn: Liability Management Group Attn: Liability Management Group
U.S. Toll Free: +1 (800) 438-3242 U.S. Collect: +1 (704) 560-7937 U.S. Collect: +1 (212) 250-2955
U.K. Telephone: +44 20 3134 8515 Email: debt_advisory@bofa.com U.S. Toll Free: +1 (866) 627-0391
Email: us.lm@barclays.com In London: U.K. Telephone: +44 20 7545 8011
U.K. Collect: +44 20 7996 5420
Email: DG.LM-EMEA@bofa.com
J.P. Morgan Securities plc Santander Investment Securities Inc.
25 Bank Street 45 East 53rd Street
Canary Wharf New York, NY 10022
London E14 5JP
Attn: Liability Management Group Attn: Liability Management
U.K. Telephone: +44 20 7134 2468 U.S. Collect: +1 (212) 940-1442
Email: liability_management_EMEA@jpmorgan.com U.S. Toll Free: +1 (855) 404-3636
U.K. Telephone: +44 20 7756 6909 / +44 20 7756 6227
THE EUR TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Telephone: + 44 20 7704 0880
Attention: Thomas Choquet
Email: ab-inbev@lucid-is.com
None of the Dealer Managers, the EUR Tender Agent, the Issuer,
the Guarantors, nor any director, officer, employee, agent or
affiliate of any such person, is acting for any Holder, or will be
responsible to any Holder 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 EUR
Tender Agent, the Issuer, the Guarantors, nor any director,
officer, employee, agent or affiliate of, any such person makes any
recommendation whether Holders should tender EUR Notes in the
Offers. If any Holder is in any doubt as to the action it should
take or is unsure of the impact of the EUR Tender Offers, it is
recommended to seek its own financial and legal advice, including
as to any tax consequences, from its stockbroker, bank manager,
solicitor, accountant or other independent financial or legal
adviser.
Offer and Distribution Restrictions
The Issuer has not filed this announcement or the Offer to
Purchase with, and neither this announcement nor the Offer to
Purchase has been reviewed by, any federal or state securities
commission or regulatory authority of any country. No authority has
passed upon the accuracy or adequacy of this announcement or the
Offer to Purchase, and it is unlawful and may be a criminal offense
to make any representation to the contrary. No person has been
authorized to give any information or to make any representations
other than those contained or incorporated by reference in the
Offer to Purchase. Holders must comply with all laws that apply to
them in connection with the Offer to Purchase. Holders must also
obtain any consents or approvals that they need in order to tender
EUR Notes pursuant to the EUR Tender Offers. None of the Issuer,
the Guarantors, the Dealer Managers or the EUR Tender Agent is
responsible for Holders' compliance with these legal
requirements.
Neither this announcement nor the Offer to Purchase constitutes
an offer to purchase or a solicitation of an offer to sell EUR
Notes in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such offer or solicitation under
applicable securities or blue sky laws. In those jurisdictions
where the securities, blue sky or other laws require the EUR Tender
Offers to be made by a licensed broker or dealer and any of the
Dealer Managers or any of the Dealer Managers' respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the EUR Tender Offers shall be deemed to be made by
such Dealer Manager or affiliate, as the case may be, on behalf of
the Issuer in such jurisdiction. Neither the delivery of the Offer
to Purchase nor any purchase of EUR Notes will, under any
circumstances, create any implication that the information
contained in the Offer to Purchase is current as of any time
subsequent to the date of such information.
United Kingdom. The communication of this announcement, the
Offer to Purchase and any other documents or materials relating to
the EUR Tender Offers is not being made by and such documents
and/or materials have not been approved by an "authorised person"
for the purposes of section 21 of the Financial Services and
Markets Act 2000 (the "FSMA"). Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on
to, the general public in the United Kingdom. The communication of
such documents and/or materials is exempt from the restriction on
financial promotions under section 21(1) of the FSMA on the basis
that it is only directed at and may only be communicated to: (1)
persons who are outside of the United Kingdom; (2) investment
professionals falling within the definition contained in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (3) those persons who are
existing members or creditors of the Issuer or other persons
falling within Article 43(2) of the Order; or (4) any other persons
to whom such documents and/or materials may lawfully be
communicated in accordance with the Order (all such persons
together being referred to as "relevant persons"). This
announcement, the Offer to Purchase and any other documents or
materials relating to the EUR Tender Offers are only available to
relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents.
France. The EUR Tender Offers are not being made, directly or
indirectly, in the Republic of France (other than to Qualified
Investors (as defined below)). This announcement, the Offer to
Purchase and any other documents or offering material relating to
the EUR Tender Offers may not be distributed or caused to be
distributed to the public in the Republic of France (other than to
Qualified Investors (as defined below)). Only qualified investors
(investisseurs qualifiés) as defined in, and in accordance with,
Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus
Regulation"), and Article L. 411-2 of the French Code monétaire et
financier ("Qualified Investors"), are eligible to participate in
the EUR Tender Offers. Neither this announcement, the Offer to
Purchase nor any other documents or materials relating to the EUR
Tender Offers have been or will be submitted for clearance to the
Autorité des marchés financiers.
Italy. None of the EUR Tender Offers, this announcement, the
Offer to Purchase or any other documents or materials relating to
the EUR Tender Offers have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e
la Borsa ("CONSOB") pursuant to applicable Italian laws and
regulations. The Tender Offers are being carried out in the
Republic of Italy ("Italy") as exempted offers pursuant to article
101-bis, paragraph 3-bis of the Legislative Decree No. 58 of
February 24, 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May
14, 1999, as amended. Holders or beneficial owners of the EUR Notes
that are resident or located in Italy can tender their EUR Notes
for purchase through authorized persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of February 15, 2018, as amended, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with any other applicable laws and regulations and with
any requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the EUR Notes or the Offer to Purchase.
Belgium. Neither this announcement, the Offer to Purchase nor
any other documents or materials relating to the EUR Tender Offers
have been, or will be, submitted or notified to, or approved or
recognized by, the Belgian Financial Services and Markets Authority
("Autorité des services et marchés financiers"/"Autoriteit voor
Financiële Diensten en Markten"). The Tender Offers are not being
made in Belgium by way of a public offering within the meaning of
Articles 3, --1, 1deg and 6, --1 of the Belgian Law of April 1,
2007 on public takeover bids ("loi relative aux offres publiques
d'acquisition"/ "wet op de openbare overnamebiedingen"), as amended
or replaced from time to time. Accordingly, the EUR Tender Offers
may not be, and are not being, advertised and the EUR Tender Offers
will not be extended and this announcement, the Offer to Purchase
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defined above. Accordingly, the information contained in this
announcement, the Offer to Purchase or in any other documents or
materials relating to the EUR Tender Offers may not be used for any
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Belgium.
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END
TENKKFBDFBKKCCK
(END) Dow Jones Newswires
September 08, 2020 04:23 ET (08:23 GMT)
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