TIDM93RD TIDMTTM
RNS Number : 2386T
Co-Operative Bank Holdings Ld (The)
13 November 2023
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW 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 AMED (THE SECURITIES ACT)) OR IN
OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).
The Co-operative Bank Holdings Limited
13 November 2023
THE CO-OPERATIVE BANK HOLDINGS LIMITED ANNOUNCES
TER OFFER
The Co-operative Bank Holdings Limited (the Offeror) announces
today that it is inviting holders of its outstanding GBP200,000,000
9.500 per cent. Fixed Rate Reset Callable Subordinated Tier 2 Notes
due 2029 (ISIN: XS1986325972, such Notes originally issued by The
Co-operative Bank Finance p.l.c.) (the Notes) to tender their Notes
for purchase by the Offeror for cash up to the Maximum Acceptance
Amount and subject to the satisfaction (or waiver) of the New Issue
Condition (such invitation, the Offer) .
The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 13
November 2023 (the Tender Offer Memorandum) prepared by the Offeror
in connection with the Offer and is subject to the offer
restrictions set out below and as more fully described in the
Tender Offer Memorandum. Capitalised terms used but not otherwise
defined in this announcement shall have the meanings given to them
in the Tender Offer Memorandum.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Offer.
Summary
The table below sets out certain information relevant to the
Offer:
Description of the ISIN / Outstanding Nominal Maximum Acceptance
Notes Common Code Amount Purchase Price Amount
----------------------- ------------------------ ------------------------ ---------------- -----------------------
GBP200,000,000 9.500 XS1986325972/ 198632597 GBP200,000,000 Subject as set out in
per cent. Fixed Rate the Tender Offer
Reset Callable 100 per cent. Memorandum, an
Subordinated Tier 2 aggregate nominal
Notes due 2029(1) amount expected to
be the aggregate
nominal amount of the
New Notes (as defined
below) and to be
announced as
soon as reasonably
practicable after the
pricing of the New
Notes, subject to the
right of
the Offeror to
increase or decrease
such amount in its
sole and absolute
discretion
(1) The Offeror may at its option redeem the Notes on the "Reset
Date" (being 25 April 2024), having given not less than 30 nor more
than 60 days' notice to the Noteholders.
Rationale
Alongside the Offer, the Offeror has announced its intention to
issue sterling denominated Fixed Rate Reset Callable Subordinated
Tier 2 Notes due 2034 (the New Notes), subject to market
conditions. The issue of the New Notes and the Offer are intended
to maintain the capital structure and debt profile of the Offeror
and illustrate the Offeror's proactive approach to capital
management.
Notes purchased by the Offeror pursuant to the Offer are
expected to be cancelled and will not be re-issued or re-sold.
Purchase Price and Accrued Interest Payments
The Offeror will, on the Settlement Date, pay for Notes validly
tendered and accepted by it for purchase pursuant to the Offer a
cash purchase price equal to 100 per cent. of the nominal amount of
the relevant Notes (the Purchase Price).
The Offeror will also pay an Accrued Interest Payment in respect
of Notes validly tendered and accepted for purchase by it pursuant
to the Offer.
Maximum Acceptance Amount and Scaling
If the Offeror decides to accept any Notes for purchase pursuant
to the Offer, it proposes that the aggregate nominal amount of
Notes it will accept for purchase pursuant to the Offer will be no
greater than an amount to be determined by the Offeror, in its sole
and absolute discretion, which is expected to be the aggregate
nominal amount of the New Notes to be issued (the Maximum
Acceptance Amount), and which the Offeror will announce as soon as
is reasonably practicable following pricing of the New Notes, which
is expected to be during the period of the Offer, although the
Offeror reserves the right, in its sole and absolute discretion, to
accept significantly more or less than such amount, or to accept
none of such Notes, for purchase pursuant to the Offer (the final
aggregate nominal amount of Notes accepted for purchase pursuant to
the Offer being the Final Acceptance Amount).
If the Offeror accepts any Notes for purchase pursuant to the
Offer and the aggregate nominal amount of the Notes validly
tendered for purchase is greater than the Final Acceptance Amount,
the Offeror intends to accept such Notes for purchase on a pro rata
basis such that the aggregate nominal amount of Notes accepted for
purchase pursuant to the Offer is no greater than the Final
Acceptance Amount, as further described in the Tender Offer
Memorandum.
New Issue Condition
The Offeror announced today its intention to issue the New
Notes, subject to market conditions. Whether the Offeror will
accept for purchase any Notes validly tendered in the Offer is
subject, without limitation, to the successful completion (in the
sole determination of the Offeror) of the issue of the New Notes
(the New Issue Condition) unless such condition is waived.
Even if the New Issue Condition is satisfied or waived, the
Offeror is under no obligation to accept for purchase any Notes
tendered pursuant to the Offer. The acceptance for purchase by the
Offeror of Notes validly tendered pursuant to the Offer is at the
sole and absolute discretion of the Offeror, and tenders may be
rejected by the Offeror for any reason. Pricing of the New Notes is
expected to occur prior to the Expiration Deadline (as defined in
the Tender Offer Memorandum).
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer of the New Notes and may not be used for the
purposes of any such offer. Any investment decision to purchase any
New Notes should be made solely on the basis of the information
contained in the prospectus to be prepared by the Offeror in
connection with the issue and listing of the New Notes (including
any amendment or supplement thereto, the Prospectus), and no
reliance is to be placed on any representations other than those
contained in the Prospectus. Subject to compliance with applicable
securities laws and regulations, a preliminary prospectus (the
Preliminary Prospectus) dated 13 November 2023 is available from
Deutsche Bank AG, London Branch, Morgan Stanley & Co.
International plc or NatWest Markets Plc (the Joint Lead Managers)
on request.
For the avoidance of doubt, the ability to purchase New Notes is
subject to all applicable securities laws and regulations in force
in any relevant jurisdiction (including the jurisdiction of the
relevant Noteholder and the selling restrictions set out in the
Prospectus). It is the sole responsibility of each Noteholder to
satisfy itself that it is eligible to purchase the New Notes.
The New Notes 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 Notes 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 United States Securities Act
of 1933, as amended (the Securities Act). The New Notes 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.
Compliance information for the New Notes: MiFID II and UK MiFIR
professionals/ECPs-only/No UK PRIIPS KID or EU PRIIPS KID -
eligible counterparties and professional clients only (all
distribution channels). No sales to UK retail investors or EEA
retail investors; no key information document in respect of the UK
or the EEA has been or will be prepared.
See the Preliminary Prospectus for further information.
No action has been or will be taken in any jurisdiction in
relation to the New Notes to permit a public offering of
securities.
Preferential Allocation in the New Notes
When considering allocation of the New Notes, the Offeror may
give preference to those Noteholders who, prior to such allocation,
have validly tendered or have given among other factors, a firm
indication to the Offeror or the Joint Dealer Managers that they
intend to tender their Notes for purchase pursuant to the Offer.
Therefore, a Noteholder who wishes to subscribe for any New Notes
in addition to tendering its existing Notes for purchase pursuant
to the Offer may be eligible to receive, at the sole and absolute
discretion of the Offeror, priority in the allocation of the New
Notes, subject to the issue of the New Notes and subject to
completion of the Offer including satisfaction or waiver of the New
Issue Condition and such Noteholder making a separate application
for the purchase of such New Notes to one of the Joint Dealer
Managers (in its capacity as a Joint Lead Manager) in accordance
with the standard new issue procedures of such Joint Lead Manager.
Any such preference will, subject to the sole and absolute
discretion of the Offeror, be applicable up to the aggregate
nominal amount of Notes tendered or firmly intended to be tendered
by such Noteholder pursuant to the Offer. However, the Offeror is
not obliged to allocate any of the New Notes to a Noteholder who
has validly tendered or indicated a firm intention to tender its
Notes for purchase pursuant to the Offer and, if New Notes are so
allocated, the nominal amount thereof may be less or more than the
nominal amount of Notes tendered by such Noteholder and accepted
for purchase by the Offeror pursuant to the Offer and may be less
than the allocation received by other investors in the New Notes
(including without limitation those that did not tender or indicate
a firm intention to tender Notes). Any such allocation will also,
among other factors, take into account the minimum denomination of
the New Notes (which will be GBP100,000).
All allocations of the New Notes, while being considered by the
Offeror as set out above and in the Tender Offer Memorandum, will
be made in accordance with customary new issue allocation processes
and procedures. In the event that a Noteholder validly tenders
Notes pursuant to the Offer, such Notes will remain subject to such
tender and the conditions of the Offer as set out in the Tender
Offer Memorandum irrespective of whether that Noteholder receives
all, part or none of any allocation of New Notes for which it has
applied.
It is the sole responsibility of each Noteholder to satisfy
itself that it is eligible to purchase the New Notes before
registering its interest with, and making an application to, a
Joint Dealer Manager (in its capacity as a Joint Lead Manager of
the issue of the New Notes) for the purchase of any New Notes. Any
failure by a Noteholder to make an application for the purchase of
the New Notes in accordance with the standard new issue procedures
of the relevant Joint Lead Manager of the issue of the New Notes
(including as a result of such Noteholder being ineligible to be
offered or to be sold the New Notes in accordance with any
applicable securities laws and regulations) will result in no
priority being given to such Noteholder.
Noteholders should note that the pricing and allocation of the
New Notes are expected to take place prior to the Expiration
Deadline for the Offer, and any Noteholder who wishes to subscribe
for New Notes in addition to tendering their Notes for purchase
pursuant to the Offer should therefore provide, as soon as
practicable, to the Offeror or a Joint Dealer Manager, an
indication of its firm intention to tender their Notes for purchase
and the nominal amount of the Notes that it so intends to tender
pursuant to the Offer in order for this to be taken into account as
part of the New Notes allocation process.
Announcement of Maximum Acceptance Amount and Results
The Offeror will announce, as soon as reasonably practicable
following pricing of the New Notes, the Maximum Acceptance
Amount.
The Offeror will announce, as soon as reasonably practicable on
20 November 2023, its decision of whether to accept (subject to
satisfaction (or waiver) of the New Issue Condition on or prior to
the Settlement Date) valid tenders of Notes pursuant to the Offer
and, if so accepted, the Final Acceptance Amount to the Offer and
any Scaling Factor (if applicable).
Scaling of Tenders
In the circumstances described in the Tender Offer Memorandum in
which valid tenders of Notes are to be accepted for purchase on a
pro rata basis, each such tender of Notes will be scaled by a
factor (such factor, a Scaling Factor) derived from (i) the Final
Acceptance Amount divided by (ii) the aggregate nominal amount of
the Notes that have been validly tendered ( subject to adjustment
resulting from the rounding of tenders and the intentions of the
Offeror described in the next paragraph ).
Each tender of Notes that is scaled in this manner will be
rounded down to the nearest GBP1,000. In the event of any such
scaling:
(a) the Offeror intends to apply the Scaling Factor to each
valid tender of Notes in such a manner as will result in both (i)
the relevant Noteholder transferring Notes to the Offeror in an
aggregate nominal amount of at least GBP100,000, being the minimum
denomination of the Notes (unless the relevant Tender Instruction
is rejected in its entirety, as described in paragraph (b) below)
and (ii) the relevant Noteholder's residual amount of Notes (being
the nominal amount of the Notes the subject of the relevant Tender
Instruction that are not accepted for purchase by virtue of such
scaling) amounting to either (A) at least GBP100,000 or (B) zero,
and (subject as provided in paragraph (b) below) the Offeror
therefore intends to adjust the relevant Scaling Factor applicable
to any Tender Instruction accordingly; and
(b) if following the application of the Scaling Factor (prior to
any adjustment as referred to in paragraph (a) above), the nominal
amount of Notes otherwise due to be accepted for purchase from a
Noteholder pursuant to a Tender Instruction would be less than
GBP100,000, the Offeror may in its sole and absolute discretion
choose to (i) accept at least GBP100,000, being the minimum
denomination of the Notes or (ii) reject the relevant Tender
Instruction in its entirety.
Tender Instructions
In order to participate in, and be eligible to receive the
Purchase Price and Accrued Interest Payment pursuant to, the Offer,
Noteholders must validly tender their Notes for purchase 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 17 November 2023 (the Expiration Deadline),
unless extended, re-opened, amended and/or terminated as provided
in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offer by
the deadlines specified below and in the Tender Offer Memorandum.
The deadlines set by any such intermediary and each Clearing System
for the submission and revocation of Tender Instructions will be
earlier than the relevant deadlines specified 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 Notes of no less than GBP100,000, being the
minimum denomination of the Notes, and may be submitted in integral
multiples of GBP1,000 thereafter. A separate Tender Instruction
must be completed on behalf of each beneficial owner.
The anticipated transaction timetable is summarised below:
Events Times and Dates
Commencement of the Offer
Offer announced. Tender Offer Memorandum available from Monday, 13 November 2023
the Tender Agent, including via the
Offer Website (subject to offer and distribution
restrictions set out below and in the Tender
Offer Memorandum).
Announcement of the Maximum Acceptance Amount
Announcement of the Maximum Acceptance Amount for the As soon as reasonably practicable following pricing of
Offer. the New Notes, which is expected to
be during the period of the Offer.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. (London time) on Friday, 17 November 2023
by the Tender Agent in order for Noteholders
to be able to participate in the Offer.
Announcement of Results
Announcement by the Offeror of whether (subject to As soon as reasonably practicable on Monday, 20 November
satisfaction (or waiver) of the New Issue 2023
Condition on or prior to the Settlement Date) the Offeror
will accept valid tenders of Notes
pursuant to the Offer and, if so accepted, the Final
Acceptance Amount to the Offer and any
Scaling Factor (if applicable).
Settlement Date for the Offer
Subject to satisfaction (or waiver) of the New Issue Wednesday, 22 November 2023
Condition on or prior to the Settlement
Date, expected settlement date for the Offer.
This is an indicative timetable and is subject to change.
Noteholders are advised to check with any bank, securities broker
or other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Noteholder
in order for that Noteholder to be able to participate in, or (in
the limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the Offer by the deadlines set
out above.
Unless otherwise stated, announcements will be made by (i)
publication through RNS and (ii) the delivery of notices to the
Clearing Systems for communication to Direct Participants.
Announcements may also be made on the relevant Reuters Insider
Screen and/or through the issue of a press release to a Notifying
News Service or any other means. Copies of all such announcements,
press releases and notices can also be obtained from the Tender
Agent, the contact details for which are set out below. Noteholders
are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer. In addition, holders
of Notes may contact the Joint Dealer Managers for information
using the contact details set out below.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information regarding the
procedures for participating in the Offer. For detailed terms of
the Offer please refer to the Tender Offer Memorandum which
(subject to distribution restrictions) can be obtained from the
Tender Agent referred to below.
Deutsche Bank AG, London Branch (Telephone: +44 20 7545 8011 ;
Attention: Liability Management), Morgan Stanley & Co.
International plc (Telephone: +44 20 7677 5040; Attention:
Liability Management Team, Global Capital Markets; Email:
liabilitymanagementeurope@morganstanley.com) and NatWest Markets
Plc (Telephone: +44 20 7678 5222; Attention: Liability Management;
Email: NWMLiabilityManagement@natwestmarkets.com) are acting as
Joint Dealer Managers for the Offer.
Kroll Issuer Services Limited (Telephone: +44 20 7704 0880;
Attention: Owen Morris; Email: co-op@is.kroll.com; Offer Website:
https://deals.is.kroll.com/co-op) is acting as Tender Agent for the
Offer.
This announcement is released by the Offeror and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms part of UK domestic law by
virtue of the EUWA (UK MAR), encompassing information relating to
the Offer described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by
Angela Catlin, Head of Investor Relations of the Offeror.
LEI: 213800MY2BSP459O8A22
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 Offer. If
any Noteholder is in any doubt as to the contents of the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial and legal advice, including as to any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax, regulatory or legal adviser.
Any individual or company whose Notes 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 Notes pursuant
to the Offer. None of the Offeror, the Joint Dealer Managers or the
Tender Agent nor any of their respective directors, officers,
agents, advisers, employees or affiliates makes any recommendation
as to whether Noteholders should tender Notes pursuant to the
Offer. None of the Offeror, the Joint Dealer Managers or the Tender
Agent (or any of their respective directors, employees or
affiliates) is providing Noteholders with any legal, financial
investment, business, regulatory, tax or other advice in this
announcement. Noteholders should consult with their own advisers as
needed to assist them in making an investment decision and to
advise them whether they are legally permitted to tender Notes for
cash.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or a solicitation of an offer to sell
Notes (and tenders of Notes for purchase pursuant to the Offer will
not be accepted from Noteholders) in any circumstances in which
such offer or solicitation is unlawful. In any jurisdiction where
the securities, blue sky or other laws require the Offer to be made
by a licensed broker or dealer and any Joint Dealer Manager or any
of the Joint Dealer Managers' respective affiliates is such a
licensed broker or dealer in such jurisdiction, the Offer shall be
deemed to be made by the Joint Dealer Managers or such affiliate,
as the case may be, on behalf of the Offeror in such
jurisdiction.
No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of
securities and the minimum denomination of the New Notes will be
GBP100,000.
United States
The Offer is 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 United
States Securities Act of 1933, as amended (each a U.S. Person)).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. Accordingly, copies of this announcement,
the Tender Offer Memorandum and any other documents or materials
relating to the Offer 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 Notes
cannot be tendered in the Offer 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 Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid
and any purported tender of Notes 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 or on behalf of 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. Notes 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 Notes
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 Noteholder participating in the Offer will represent that
it is not a U.S. Person and is not located in the United States and
is not participating in the 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 the
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 Offer, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the Offer
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. The Offer is being carried out in
the Republic of Italy (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 (the Issuer's Regulation). The Offer is also
being carried out in compliance with article 35-bis, paragraph 7 of
the Issuer's Regulation. Accordingly, Noteholders or beneficial
owners of the Notes that are located in Italy can tender Notes for
purchase pursuant to the Offer through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of 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 Notes and/or the Offer.
United Kingdom
The communication by the Offeror of this announcement, the
Tender Offer Memorandum and any other documents or materials
relating to the Offer is not being made, and such documents and/or
materials have not been approved by, an authorised person for the
purposes of section 21 of the Financial Services and Markets Act
2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and
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, as amended (the Financial Promotion Order)) or persons who
are 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.
France
This announcement, the Tender Offer Memorandum and any other
document or material relating to the Offer 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 or approved by the Autorité des Marchés
Financiers.
General
In addition to the representations referred to above in respect
of the United States, each Noteholder participating in the Offer
will also be deemed to give certain representations in respect of
the other jurisdictions referred to above and generally as set out
in "Procedures for Participating in the Offer" on pages 22 to 26 of
the Tender Offer Memorandum. Any tender of Notes for purchase
pursuant to the Offer from a Noteholder that is unable to make
these representations will not be accepted. Each of the Offeror,
the Joint Dealer Managers and the Tender Agent reserves the right,
in its absolute discretion, to investigate, in relation to any
tender of Notes for purchase pursuant to the Offer, whether any
such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Offeror determines
(for any reason) that such representation is not correct, such
tender may be rejected.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENEAPFDFSSDFEA
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November 13, 2023 03:58 ET (08:58 GMT)
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