REG - Anheuser-Busch InBev - Launch of Tender Offer
31/10/2023 07:00
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RNS Number : 8375R Anheuser-Busch InBev SA/NV 31 October 2023
31 October 2023
ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES TENDER OFFERS
TO PURCHASE GBP NOTES AND EUR NOTES FOR CASH
Anheuser-Busch InBev SA/NV (the "GBP/EUR Offeror") has today launched separate
invitations to holders of its outstanding £700,000,000 2.250% Notes due 2029
(ISIN: BE6295393936) (of which £336,755,000 is outstanding) and
£900,000,000 2.850% Notes due 2037 (ISIN: BE6295395956) (of which
£411,263,000 is outstanding) (together, the "GBP Notes") and €1,000,000,000
2.700% Notes due 2026 (ISIN: BE6265142099), €1,000,000,000 1.650% Notes due
2031 (ISIN: BE6312822628) and €750,000,000 2.000% Notes due 2035 (ISIN:
BE6301511034) (the "EUR Notes") to tender such GBP Notes or EUR Notes for
purchase by the GBP/EUR Offeror for cash subject to the Aggregate Offer Cap,
the applicable Pool Offer Cap and the relevant Acceptance Priority Levels
(each as defined below) (each such invitation a "GBP/EUR Tender Offer" and,
together, the "GBP/EUR Tender Offers" and, together with the US Tender Offers
(as defined below), the "Tender Offers"). The Tender Offers are being made on
the terms and subject to the conditions contained in the offer to purchase
dated 31 October 2023 (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 and distribution
restrictions) available from the Tender and Information 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 GBP/EUR Tender Offers
The GBP/EUR Offeror offers to purchase for cash the outstanding GBP Notes and
EUR Notes listed below subject to the Aggregate Offer Cap and the applicable
Pool Offer Cap((1)):
Title of Notes((6)) Principal Amount Outstanding ISIN Maturity Date Acceptance Priority Level((2)) Reference Security / Interpolated Mid-Swap Rate((3)) Fixed Spread (Basis Points)((4)) Early Tender Payment((5)) Bloomberg Reference Page
Pool 1 Tender Offers
Up to the Pool 1 Offer Cap of $1,200,000,000
2.700% Notes due 2026, €1,000,000,000 BE6265142099 31 March 2 2026 Interpolated Mid-Swap Rate -5 €30 IRSB EU
2026 (Pricing Source: BGN)
Pool 2 Tender Offers
Up to the Pool 2 Offer Cap of $3,000,000,000, less the aggregate purchase
price (excluding Accrued Interest) payable for the Pool 1 Notes validly
tendered and accepted for purchase in the Pool 1 Tender Offers
2.850% Notes due 2037 £411,263,000 BE6295395956 25 May 2037 2 UKT 1.750% due 7 September 2037 54 £30 FIT GLT10-50
2.000% Notes due 2035 €750,000,000 BE6301511034 23 January 10 2035 Interpolated Mid-Swap Rate 50 €30 IRSB EU
2035 (Pricing Source: BGN)
1.650% Notes due 2031 €1,000,000,000 BE6312822628 28 March 14 2031 Interpolated Mid-Swap Rate 37 €30 IRSB EU
2031 (Pricing Source: BGN)
2.250% Notes due 2029 £336,755,000 BE6295393936 24 May 2029 15 UKT 0.500% due 31 January 2029 34 £30 FIT GLT0-10
Notes:
((1)) The offers with respect to 2.700% Notes due 2026 and the other notes
listed as "Pool 1 Notes" in the Offer to Purchase which are subject to the US
Tender Offers (the "Pool 1 Notes") are subject to the "Pool 1 Offer Cap" of
$1,200,000,000, representing the maximum aggregate purchase price payable,
excluding Accrued Interest, in respect of the Pool 1 Notes that may be
purchased (the "Pool 1 Tender Offers") and subject to the Aggregate Offer Cap
(as defined below) not being exceeded. The offers with respect to the 2.850%
Notes due 2037, the 2.000% Notes due 2035, the 1.650% Notes due 2031 and the
2.250% Notes due 2029 and the other notes listed as "Pool 2 Notes" in the
Offer to Purchase which are subject to the US Tender Offers (collectively, the
"Pool 2 Notes", and together with the Pool 1 Notes, the "Notes") are subject
to the "Pool 2 Offer Cap" (and together with the Pool 1 Offer Cap, the "Pool
Offer Caps") of $3,000,000,000 less the aggregate purchase price (excluding
Accrued Interest) payable for the Pool 1 Notes validly tendered and accepted
for purchase in the Pool 1 Tender Offers, representing the maximum aggregate
purchase price payable, excluding Accrued Interest, in respect of the Pool 2
Notes that may be purchased (the "Pool 2 Tender Offers"). The Tender Offers
are subject to an "Aggregate Offer Cap" equal to an aggregate purchase price
(excluding Accrued Interest) of up to $3,000,000,000, subject to the terms and
conditions described in the Offer to Purchase. The Pool 1 Offer Cap, the Pool
2 Offer Cap and the Aggregate Offer Cap, subject to applicable law, may be
increased or decreased in the sole discretion of the Offerors.
((2)) We will accept Notes in each of the Tender Offers in the order of their
respective Acceptance Priority Level specified in the Offer to Purchase (each,
an "Acceptance Priority Level" with "1" being the highest Acceptance Priority
Level and "2" being the lowest Acceptance Priority Level in the case of the
Pool 1 Tender Offers, and "1" being the highest Acceptance Priority Level and
"16" being the lowest Acceptance Priority Level in the case of the Pool 2
Tender Offers), subject to the terms and conditions described in the Offer to
Purchase.
((3)) The applicable Reference Security will be used to calculate the
applicable Total Consideration (as defined below) payable for each series of
USD Notes and GBP Notes, and the applicable Interpolated Mid-Swap Rate will be
used to calculate the applicable Total Consideration payable for each series
of EUR Notes. The Total Consideration payable pursuant to the Tender Offers
will be calculated and determined as set forth in the Offer to Purchase.
((4)) The applicable Fixed Spread will be used to calculate the applicable
Total Consideration payable for each series of GBP Notes or EUR Notes, which
already includes the Early Tender Payment.
((5)) The Total Consideration (as defined below) payable for each series of
GBP Notes or EUR Notes will be at a price per £1,000 or €1,000 principal
amount of such series of Notes validly tendered and not validly withdrawn at
or prior to the Early Tender Time and accepted for purchase, which is
calculated using the applicable Fixed Spread, and when calculated in such a
manner already includes the applicable Early Tender Payment.
((6)) The GBP Notes and 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 GBP/EUR TENDER OFFERS COMMENCE ON 31 OCTOBER 2023 AND WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON 30 NOVEMBER 2023, UNLESS EXTENDED OR EARLIER
TERMINATED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION
TIME"). HOLDERS WHO TENDER THEIR NOTES MAY WITHDRAW SUCH NOTES AT ANY TIME
PRIOR TO THE WITHDRAWAL DEADLINE (AS SPECIFIED HEREIN). TO RECEIVE THE TOTAL
CONSIDERATION (AS DEFINED BELOW), WHICH INCLUDES AN EARLY TENDER PAYMENT OF
(I) £30 PER £1,000 PRINCIPAL AMOUNT OF SUCH GBP NOTES ACCEPTED FOR PURCHASE,
AND (II) €30 PER €1,000 PRINCIPAL AMOUNT OF SUCH EUR NOTES ACCEPTED FOR
PURCHASE, PURSUANT TO THE TENDER OFFERS (THE "EARLY TENDER PAYMENT"), HOLDERS
MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON 14 NOVEMBER 2023, UNLESS EXTENDED (SUCH TIME, AS THE
SAME MAY BE EXTENDED, THE "EARLY TENDER TIME" AND THE "WITHDRAWAL DEADLINE").
HOLDERS WHO VALIDLY TENDER THEIR NOTES AFTER THE EARLY TENDER TIME BUT AT OR
PRIOR TO THE EXPIRATION TIME WILL BE ELIGIBLE TO RECEIVE ONLY THE TENDER OFFER
CONSIDERATION (AS DEFINED BELOW), WHICH IS AN AMOUNT EQUAL TO THE TOTAL
CONSIDERATION MINUS THE EARLY TENDER PAYMENT. AFTER THE WITHDRAWAL DEADLINE
TENDERS WILL 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 the Clearing Systems will
have deadlines for receiving instructions prior to the Expiration Time and
holders should contact the intermediary through which they hold their GBP
Notes or EUR Notes as soon as possible to ensure proper and timely delivery of
instructions.
In order to be eligible to participate in the GBP/EUR Tender Offers in the
manner specified in the Offer to Purchase, Holders that hold GBP Notes or 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 GBP Notes or 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 GBP/EUR Tender Offers
The primary purpose of the GBP/EUR Tender Offers is to reduce gross debt.
Concurrently with the GBP/EUR Tender Offers, Anheuser-Busch InBev Finance
Inc., Anheuser-Busch InBev Worldwide Inc. and Anheuser-Busch Companies, LLC
announced on 31 October 2023 separate invitations to holders of certain series
of their outstanding U.S. dollar denominated securities to tender such
securities for cash (together such separate invitations, the "US Tender
Offers"). The US Tender Offers are also the subject of the Offer to Purchase
but are being made by Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev
Worldwide Inc. and Anheuser-Busch Companies, LLC, as applicable, and not the
GBP/EUR Offeror. For details on the US Tender Offers please refer to the Offer
to Purchase.
GBP Notes or EUR Notes purchased by the GBP/EUR Offeror pursuant to the
GBP/EUR Tender Offers will be cancelled and will not be re-issued or re-sold.
GBP Notes or EUR Notes which have not been validly submitted and accepted for
purchase pursuant to the GBP/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 validly tender and who do not validly withdraw GBP Notes
or EUR Notes at or prior to the Early Tender Time, subject in each case to the
tender being in the applicable Authorized Denominations, and whose GBP Notes
or EUR Notes are accepted for purchase by the GBP/EUR Offeror, will receive
the Total Consideration equal to:
• the value per such principal amount of GBP Notes
or EUR Notes of the relevant series of all the remaining payments of principal
thereof and interest thereon required to be made through the maturity date of
such GBP Notes or EUR Notes (assuming all such payments are made in full when
due), discounted to the Early Settlement Date or, to the extent we do not
exercise our right to purchase any Notes on the Early Settlement Date, the
Final Settlement Date for such GBP Notes (in a manner consistent with the
methodology underlying the respective formula for the Total Consideration set
forth in Annex A-2 of the Offer to Purchase) or EUR Notes (in a manner
consistent with the methodology underlying the respective formula for the
Total Consideration set forth in Annex A-3 of the Offer to Purchase), at a
discount rate equal to the sum (such sum being annualised in the case of the
GBP Notes) (the "Offer Yield") of:
o (i) for each series of GBP Notes, the applicable yield to maturity
(the "Reference Yield"), calculated by the Dealer Managers in accordance with
standard market practice based on the mid-market yield to maturity (rounded to
the nearest 0.001%, with 0.0005% rounded upwards) based on the arithmetic mean
of the bid and offered yields to maturity of the applicable Reference
Security, in each case appearing as of 2:30 p.m., London time, on 15 November
2023 (the "Price Determination Time") on the Bloomberg Reference Page
specified on the front cover page of the Offer to Purchase for such series of
GBP Notes (or any other recognised quotation source selected by the Dealer
Managers in their sole discretion if such quotation report is not available or
manifestly erroneous) and (ii) for each series of EUR Notes, the applicable
Interpolated Mid-Swap Rate, as of the Price Determination Time, plus
o the applicable Fixed Spread for the relevant series of GBP Notes or
EUR Notes set forth on the front cover of the Offer to Purchase;
• minus Accrued Interest on the relevant series of
GBP Notes or EUR Notes per £1,000 or €1,000 principal amount of Notes to,
but not including, the Early Settlement Date or, to the extent we do not
exercise our right to purchase any Notes on the Early Settlement Date, the
Final Settlement Date.
The Total Consideration includes the Early Tender Payment of (i) £30 per
£1,000 principal amount of GBP Notes and (ii) €30 per €1,000 principal
amount of EUR Notes, as applicable. Holders that validly tender and who do not
validly withdraw GBP Notes or EUR Notes following the Early Tender Time but at
or prior to the Expiration Time, and whose GBP Notes or EUR Notes are accepted
for purchase, will receive only the Tender Offer Consideration, which is an
amount equal to the Total Consideration minus the Early Tender Payment.
The Dealer Managers will calculate the Offer Yield, Total Consideration,
Tender Offer Consideration and Accrued Interest on behalf of the Offerors for
each series of GBP Notes as set forth in the formula in Annex A-2 to the Offer
to Purchase and for each series of EUR Notes as set forth in the formula in
Annex A-3 to the Offer to Purchase, and their calculation will be final and
binding, absent manifest error.
The GBP/EUR Offeror will publicly announce by press release the Total
Consideration for each series of GBP Notes and EUR Notes subject to the
GBP/EUR Tender Offers promptly after it is determined (provided that, if the
Aggregate Offer Cap and/or any Pool Offer Cap is reached at the Early Tender
Time, and the Offerors have not exercised their right to increase such
Aggregate Offer Cap and/or Pool Offer Cap to an amount in excess of the amount
tendered as of the Early Tender Time, then the applicable Offer Yield and
Total Consideration shall be only determined with respect to those series of
GBP Notes or EUR Notes accepted for purchase as at the Early Tender Time) and
will also announce at the same time the applicable exchange rate used to
convert the aggregate purchase price for the GBP Notes or EUR Notes validly
tendered into U.S. Dollars for the purpose of determining whether the Pool
Offer Caps and/or the Aggregate Offer Cap have been reached.
Because each of the Total Consideration and Tender Offer Consideration for the
GBP Notes and EUR Notes is based on a fixed spread pricing formula linked to,
in the case of the GBP Notes, the yield to maturity on the applicable
Reference Security and, in the case of the EUR Notes, the relevant
Interpolated Mid-Swap Rate, the actual amount of cash that may be received by
Holders whose GBP Notes and EUR Notes are purchased pursuant to the GBP/EUR
Tender Offers will be affected by changes in such yield or Interpolated
Mid-Swap Rate (as applicable) during the term of the GBP/EUR Tender Offers
before the Price Determination Time. After the Price Determination Time, when
the applicable Total Consideration and the applicable Tender Offer
Consideration will no longer be linked to the yield to maturity on the
applicable Reference Security or the relevant Interpolated Mid-Swap Rate (as
applicable), the actual amount of cash that may be received by a tendering
Holder (if any GBP Notes or EUR Notes are accepted) pursuant to the GBP/EUR
Tender Offers will be known and Holders will be able to ascertain the Total
Consideration and Tender Offer Consideration in the manner described above.
Accrued Interest
In addition to the Total Consideration or Tender Offer Consideration paid to
Holders of GBP Notes or EUR Notes, Holders will be paid the Accrued Interest
per £1,000 or €1,000 principal amount of GBP Notes or EUR Notes tendered,
and not validly withdrawn, and accepted pursuant to the GBP/EUR Tender Offers,
rounded to the nearest penny (with half a penny rounded upwards).
Pool Offer Caps and Aggregate Offer Cap
The Offerors will only accept for purchase Notes up to a combined aggregate
purchase price across the GBP Notes, EUR Notes and the Notes subject to the US
Tender Offers of $3,000,000,000 (such amount as the same may be increased or
decreased, the "Aggregate Offer Cap"). The Pool 1 Tender Offers are subject to
the "Pool 1 Offer Cap" equal to an amount not to exceed an aggregate purchase
price (excluding Accrued Interest) of $1,200,000,000 (such amount, as the same
may be increased or decreased) and subject to the Aggregate Offer Cap not
being exceeded. The Pool 2 Tender Offers are subject to the "Pool 2 Offer Cap"
(and, together with the Pool 1 Offer Cap, the "Pool Offer Caps") equal to an
amount not to exceed an aggregate purchase price (excluding Accrued Interest)
of $3,000,000,000 (such amount, as the same may be increased or decreased)
less the aggregate purchase price (excluding Accrued Interest) payable for the
Pool 1 Notes validly tendered and accepted for purchase in the Pool 1 Tender
Offers.
The Pool 2 Offer Cap will initially be calculated on the basis of the Pool 1
Notes validly tendered and not validly withdrawn at or prior to the Early
Tender Time, subject to the Pool 1 Offer Cap; provided however that if neither
the Aggregate Offer Cap nor the Pool 1 Offer Cap have been reached as at the
Early Tender Time, the Pool 2 Offer Cap will then be calculated again
following the Expiration Time on the basis of all Pool 1 Notes validly
tendered and not validly withdrawn pursuant to the Pool 1 Tender Offers,
subject to the Pool 1 Offer Cap (but without prejudice to the fact that Notes
tendered prior to or at the Early Tender Time will have priority over Notes
tendered after the Early Tender Time, regardless of the Acceptance Priority
Levels and whether such Notes are Pool 1 Notes or Pool 2 Notes).
Note that the Aggregate Offer Cap and the Pool Offer Caps apply across a
combination of the GBP Notes, EUR Notes and the Notes subject to the US Tender
Offers and therefore Holders should refer to the Offer to Purchase for full
information. Subject to applicable law, the Offerors expressly reserve the
right in their sole discretion to increase or decrease the Aggregate Offer Cap
and/or the Pool Offer Caps after setting the Total Consideration at the Price
Determination Time without extending the Withdrawal Deadline or otherwise
reinstating withdrawal rights, however there can be no assurance that the
Offerors will do so.
If at the Early Tender Time, the aggregate purchase price of Notes validly
tendered and not validly withdrawn by Holders in any of the Tender Offers
would, if such Notes were accepted for purchase in full, result in the
applicable Pool Offer Cap being exceeded with respect to such Tender Offer,
then such Tender Offer will be oversubscribed and the Offerors will not accept
any Notes validly tendered by Holders of Notes in that Tender Offer after the
Early Tender Time, unless the Offerors increase the applicable Pool Offer Cap.
To determine whether the Pool Offer Caps and the Aggregate Offer Cap have been
reached, the Offerors will first convert the aggregate purchase price for the
GBP Notes and EUR Notes validly tendered into U.S. Dollars using the
applicable exchange rate on the Bloomberg screen pages "BFIX GBPUSD" and "BFIX
EURUSD", respectively, at the time corresponding to the Price Determination
Time (or, if such screen is unavailable, a generally recognised source for
currency quotations selected by the Dealer Managers with quotes as of a time
as close as reasonably possible).
Priority of Acceptance and Proration
The principal amount of each series of Notes that is purchased in each of the
Pool 1 Tender Offers and the Pool 2 Tender Offers will be determined in
accordance with the Acceptance Priority Levels, with Acceptance Priority Level
1 being the highest and Acceptance Priority Level 2 being the lowest in the
case of the Pool 1 Tender Offers, and Acceptance Priority Level 1 being the
highest and Acceptance Priority Level 16 being the lowest in the case of the
Pool 2 Tender Offers, provided that, Notes tendered at or prior to the Early
Tender Time will be purchased before any Notes tendered after the Early Tender
Time, regardless of the Acceptance Priority Level and whether such Notes are
Pool 1 Notes or Pool 2 Notes. Note that the Acceptance Priority Levels apply
to the GBP Notes, the EUR Notes and the Notes subject to the US Tender Offers
and therefore Holders should refer to the Offer to Purchase for full
information. Except as provided above with respect to Notes tendered at or
prior to the Early Tender Time, all Notes validly tendered in the Tender
Offers having a higher Acceptance Priority Level will be accepted before any
validly tendered Pool 1 Notes or Pool 2 Notes, respectively, having a lower
Acceptance Priority Level are accepted. If the aggregate purchase price
(excluding Accrued Interest) of Notes tendered in each of the Pool 1 Tender
Offers and the Pool 2 Tender Offers would, if such Notes were accepted for
purchase in full, result in the applicable Pool Offer Cap with respect to such
Tender Offer being exceeded, the amount of Notes purchased may be subject to
proration (as described in the Offer to Purchase).
If the Pool 1 Offer Cap is reached at the Early Tender Time, then no Pool 1
Notes tendered after the Early Tender Time will be purchased unless the
Offerors increase the Pool 1 Offer Cap, regardless of the Acceptance Priority
Level of such Notes tendered after the Early Tender Time. If the Pool 2 Offer
Cap is reached at the Early Tender Time, then no Pool 2 Notes tendered after
the Early Tender Time will be purchased unless the Offerors increase the Pool
2 Offer Cap, regardless of the Acceptance Priority Level of such Notes
tendered after the Early Tender Time. If the Aggregate Offer Cap is reached at
the Early Tender Time, then no Notes tendered after the Early Tender Time will
be purchased unless the Offerors increase the Aggregate Offer Cap and any
applicable Pool Offer Cap, regardless of the Acceptance Priority Level of such
Notes tendered after the Early Tender Time.
If the Tender Offers are not oversubscribed at the Early Tender Time but the
purchase of all Notes validly tendered after the Early Tender Time and at or
prior to the Expiration Time, when added to the Notes that were accepted for
purchase by the Offerors at the Early Tender Time, would cause the Offerors to
purchase (i) Pool 1 Notes of a combined aggregate purchase price in excess of
the Pool 1 Offer Cap or (ii) Pool 2 Notes of a combined aggregate purchase
price in excess of the Pool 2 Offer Cap, then such Tender Offer will be
oversubscribed at the Expiration Time and the Offerors will accept for
purchase (assuming satisfaction or waiver of the conditions to the Offers) the
principal amount of each series of Notes in accordance with the Acceptance
Priority Levels (provided that Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time will be purchased prior to any
Notes tendered after the Early Tender Time, regardless of the Acceptance
Priority Level of such Notes and whether such Notes are Pool 1 Notes or Pool 2
Notes), with Acceptance Priority Level 1 being the highest and Acceptance
Priority Level 2 the lowest in the case of the Pool 1 Tender Offers, and
Acceptance Priority Level 1 being the highest and Acceptance Priority Level 16
being the lowest in the case of the Pool 2 Tender Offers, and the amount of
Notes purchased will be subject to proration (as described herein) such that
the Offerors will not purchase (i) Pool 1 Notes which when combined have an
aggregate purchase price in excess of the Pool 1 Offer Cap or (ii) Pool 2
Notes which when combined have an aggregate purchase price in excess of the
Pool 2 Offer Cap.
If the purchase of all validly tendered Notes would result in an aggregate
purchase price greater than the applicable Pool Offer Cap, then such Tender
Offer will be oversubscribed and if the Offerors accept Notes in the Tender
Offers, any Notes accepted for purchase in the lowest Acceptance Priority
Level in which Notes are accepted for purchase will be accepted for tender on
a prorated basis, with the aggregate principal amount of each Holder's validly
tendered Notes accepted for purchase determined by multiplying each Holder's
tender of Notes of such Acceptance Priority Level by the proration factor, and
rounding the product down to the nearest $1,000, €1,000 or £1,000 principal
amount, as applicable.
In the event of any such proration:
(a) the GBP/EUR Offeror intends to apply the applicable
proration factor to each valid tender of EUR Notes in such a manner as will
result in both (i) the relevant Holder transferring EUR Notes to the GBP/EUR
Offeror in an aggregate principal amount of at least the relevant minimum
denomination of the EUR Notes of €100,000 (the "Minimum Denomination")
(unless the relevant GBP/EUR Tender Instruction is rejected in its entirety,
as described in paragraph (b) below) and (ii) the relevant Holder's residual
amount of EUR Notes (being the principal amount of the EUR Notes the subject
of the relevant GBP/EUR Tender Instruction that are not accepted for purchase
by virtue of such scaling) amounting to either (A) at least the relevant
Minimum Denomination or (B) zero, and (subject as provided in paragraph (b)
below) the GBP/EUR Offeror therefore intends to adjust the relevant proration
factor applicable to any Tender Instruction accordingly; and
(b) if following the application of the applicable
proration factor (prior to any adjustment as referred to in paragraph (a)
above), the principal amount of EUR Notes otherwise due to be accepted for
purchase from a Holder pursuant to a GBP/EUR Tender Instruction would be less
than the relevant Minimum Denomination, the GBP/EUR Offeror may in its sole
discretion choose to (i) accept at least the relevant Minimum Denomination or
(ii) reject the relevant GBP/EUR Tender Instruction in its entirety.
Expiration Time; Extension; Amendment; Termination
The GBP/EUR Tender Offers will expire at 5:00 p.m., New York City time, on 30
November 2023, unless extended or earlier terminated by the GBP/EUR Offeror in
its sole discretion. In the event a Tender Offer is extended, the term
"Expiration Time" with respect to such extended Tender Offer shall mean the
time and date on which such Tender Offer as so extended, shall expire. The
GBP/EUR Offeror reserves the right to extend any Tender Offer from time to
time or for such period or periods as they may determine in its sole
discretion. If the GBP/EUR Offeror exercises any such right, it will give
written notice thereof to the Tender and Information Agent and will make a
public announcement thereof as promptly as practicable. Such announcement, in
the case of an extension of the Expiration Time or Early Tender Time, will be
issued no later than 9:00 a.m., New York City time, on the next business day
after the previously scheduled Expiration Time or Early Tender Time,
respectively. During any extension of the GBP/EUR Tender Offers, all GBP Notes
and EUR Notes previously tendered (and not validly withdrawn) and not accepted
for purchase will remain subject to the GBP/EUR Tender Offers and, subject to
the terms and conditions of the GBP/EUR Tender Offers, may be accepted for
purchase by the GBP/EUR Offeror.
Subject to applicable law, the GBP/EUR Offeror reserves the right, in its sole
discretion, at any time prior to the Expiration Time, to waive any condition
of the GBP/EUR Tender Offers, to amend any of the terms of the GBP/EUR Tender
Offer, and to modify the Total Consideration or Tender Offer Consideration.
Subject to applicable law, the GBP/EUR Offeror reserves the right, in their
sole discretion to terminate the GBP/EUR Tender Offers. Any such termination
will be followed promptly by public announcement thereof. In the event the
GBP/EUR Offeror terminates a Tender Offer, it shall give immediate notice
thereof to the Tender and Information Agent. In the event that the GBP/EUR
Tender Offers are terminated, withdrawn or otherwise not consummated prior to
the Early Tender Time or Expiration Time, respectively, the Total
Consideration or the Tender Offer Consideration (as applicable) will not
become payable pursuant thereto.
If a GBP/EUR Tender Offer is terminated, all GBP/EUR Tender Instructions in
respect of GBP Notes or EUR Notes of the relevant series will be deemed to be
withdrawn automatically.
All references in this announcement to the Expiration Time of the GBP/EUR
Tender Offers are to such Expiration Time, as such date may be extended or
terminated.
Withdrawal of Tenders
You may withdraw your tender of GBP Notes or EUR Notes at any time at or prior
to the Withdrawal Deadline, but tenders will thereafter be irrevocable, except
in certain limited circumstances where the GBP/EUR Offeror determines that
additional withdrawal rights are required by law.
Tenders may not be validly withdrawn after the Withdrawal Deadline, other than
as set forth in the Offer to Purchase or unless the GBP/EUR Offeror amends the
applicable Tender Offer, in which case withdrawal rights may be extended as
the GBP/EUR Offeror determines, to the extent required by law, appropriate to
allow tendering Holders a reasonable opportunity to respond to such amendment.
Summary of Action to be Taken
To tender GBP Notes or EUR Notes in a GBP/EUR Tender Offer, a holder of GBP
Notes or 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 GBP/EUR Tender Instruction that is received in
each case by the Tender and Information Agent by the Expiration Time.
GBP/EUR Tender Instructions must be submitted in respect of a principal amount
of GBP Notes or EUR Notes of no less than £1,000 or EUR 100,000 (as
applicable) and may be submitted in integral multiples of £1,000 or €1,000
thereafter. Holders who tender less than all of their Notes must continue to
hold their Notes in Authorized Denominations.
Holders holding GBP Notes or 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 GBP/EUR Tender Offers in the manner
specified in the Offer to Purchase, (i) arrange for the GBP Notes or 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 GBP Notes or EUR
Notes can be traded, and to which the Total Consideration or Tender Offer
Consideration (as applicable) and the applicable Accrued Interest may be
credited by the GBP/EUR Offeror.
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 GBP Notes or EUR Notes which they
wish to tender to a direct participant in either Clearing System, will not be
able to submit a GBP/EUR Tender Instruction to the Tender and Information
Agent and will not be eligible to participate in the GBP/EUR Tender Offers in
the manner specified in the Offer to Purchase.
Any Holder who (i) holds its GBP Notes or 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 GBP Notes or EUR Notes (directly or indirectly) in an
"X account" within the NBB-SSS, and who is therefore unable to transfer the
relevant GBP Notes or 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 GBP/EUR Tender Offers, may contact the
Tender and Information 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 GBP Notes or 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
GBP/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 GBP/EUR Tender Instructions will be earlier than the relevant
deadlines specified in the Offer to Purchase.
Significant Dates and Times
Please take note of the following significant dates and times in connection
with the GBP/EUR Tender Offers.
Date Time and Calendar Date Event
Launch Date ......................... 31 October 2023 Commencement of the GBP/EUR Tender Offers upon the terms and subject to the
conditions set forth in the Offer to Purchase.
Offer to Purchase available (subject to the restrictions set out in "Offer and
Distribution Restrictions") from the Tender and Information Agent.
Early Tender Time................ 5:00 p.m., New York City time, on 14 November 2023, unless extended. The deadline for Holders to tender Notes to be eligible for the Total
Consideration, which includes the Early Tender Payment (in addition to the
Accrued Interest).
The GBP/EUR Offeror will issue a press release announcing the results of the
GBP/EUR Tender Offers as of the Early Tender Time as soon as reasonably
practicable after the Early Tender Time.
Withdrawal Deadline........... 5:00 p.m., New York City time, on 14 November 2023, unless extended. The deadline for Holders to validly withdraw tenders of their Notes. If a
tender of Notes is validly withdrawn, the Holder will not receive any
consideration on any Settlement Date (unless that Holder validly re-tenders
such Notes at or prior to the Expiration Time and the Notes are accepted by
the GBP/EUR Offeror).
Price Determination Time... The GBP/EUR Offeror expects that this time will be at or about 2:30 p.m., The Dealer Managers will determine the applicable Reference Yield (as defined
London time, on 15 November 2023, unless extended. herein) for each series of Notes eligible for tendering and calculate the
applicable Total Consideration and applicable Tender Offer Consideration
(provided that, if any Pool Offer Cap and/or the Aggregate Offer Cap is
reached at the Early Tender Time, and the Offerors have not exercised their
right to increase such Pool Offer Cap and/or the Aggregate Offer Cap to an
amount in excess of the amount tendered as of the Early Tender Time, then the
applicable Reference Yield and Total Consideration shall be only determined
with respect to those series of Notes accepted for purchase as at the Early
Tender Time).
The GBP/EUR Offeror will issue a press release announcing (i) the applicable
Reference Yield, the Total Consideration and the Tender Offer Consideration
for each series of Notes eligible for the GBP/EUR Tender Offers as soon as
reasonably practicable after the determination thereof and (ii) whether the
GBP/EUR Offeror intends to exercise its right to have an Early Settlement Date
(provided that, if any Pool Offer Cap and/or the Aggregate Offer Cap is
reached at the Early Tender Time, and the Offerors have not exercised their
right to increase such Pool Offer Cap and/or the Aggregate Offer Cap to an
amount in excess of the amount tendered as of the Early Tender Time, then the
applicable Reference Yield and Total Consideration shall be only determined
with respect to those series of Notes accepted for purchase as at the Early
Tender Time).
Early Settlement Date.......... A date promptly following the applicable Early Tender Time, expected to be 17 If we choose to exercise our option to have an Early Settlement Date, the date
November 2023 (but may change without notice). the GBP/EUR Offeror will deposit with Euroclear and Clearstream, Luxembourg,
as applicable, the amount of cash necessary to pay, and Euroclear and
Clearstream, Luxembourg, as applicable, will pay, to each Holder whose GBP
Notes or EUR Notes are validly tendered and not validly withdrawn at or prior
to the Early Tender Time and accepted for purchase, the applicable Total
Consideration plus Accrued Interest in respect of such Notes.
Expiration Time.................... The Tender Offers will expire at 5:00 p.m., New York City time, on 30 November The last time and date for Notes to be tendered pursuant to the GBP/EUR Tender
2023, unless extended or earlier terminated. Offers. Unless the Aggregate Offer Cap is reached at the Early Tender Time
(and not increased by the Offerors to an amount in excess of the amount
tendered as of the Early Tender Time), the GBP/EUR Offeror expects to publish
a press release promptly following the Expiration Time announcing the amount
of GBP Notes and EUR Notes, if any, to be accepted for purchase on the Final
Settlement Date.
Final Settlement Date.......... The GBP/EUR Offeror expects the Final Settlement Date will occur on 5 December The date the GBP/EUR Offeror will deposit with Euroclear and Clearstream,
2023, unless the GBP/EUR Tender Offers are extended or earlier terminated or Luxembourg, as applicable, the amount of cash necessary to pay, and Euroclear
the Aggregate Offer Cap is reached at the Early Tender Time (and not increased and Clearstream, Luxembourg, as applicable, will pay, to each Holder whose GBP
by the Offerors to an amount in excess of the amount tendered as of the Early Notes or EUR Notes are accepted for purchase (i) the applicable Tender Offer
Tender Time). Consideration for Notes tendered after the Early Tender Time and (ii) the
applicable Total Consideration for GBP Notes or EUR Notes tendered and not
validly withdrawn at or prior to the Early Tender Time and not previously
purchased at an Early Settlement Date, plus, in each case, Accrued Interest in
respect of such GBP Notes or EUR Notes.
Unless stated otherwise, announcements in connection with the Tender Offers in
respect of the GBP Notes and the EUR Notes will be made via the Regulatory
News Service of the London Stock Exchange plc ("RNS") and may also be made
through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A.
("Clearstream, Luxembourg") (including through the securities settlement
system operated by the National Bank of Belgium (the "NBB-SSS") for delivery
to participants in the NBB-SSS). Announcements may also be made by the issue
of a press release on a widely disseminated news service. Copies of all such
announcements, press releases and notices can also be obtained from the Tender
and Information Agent, the contact details for whom are set out below.
Significant delays may be experienced where notices are delivered to
Euroclear, Clearstream, Luxembourg and the NBB-SSS and Holders are urged to
contact the Tender and Information Agent for the relevant announcements
relating to the Tender Offers.
The above times and dates are subject to our right to extend, amend and/or
terminate any or all of the GBP/EUR Tender Offers (subject to applicable law
and as provided in the Offer to Purchase). Holders of GBP Notes and/or EUR
Notes are advised to check with any bank, securities broker or other
intermediary through which they hold GBP Notes and/or 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 GBP/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 GBP/EUR 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 PATRICK RYAN, GLOBAL DIRECTOR
(TREASURY) OF THE GBP/EUR OFFEROR.
Further Information
A complete description of the terms and conditions of the GBP/EUR Tender
Offers is set out in the Offer to Purchase. Before making a decision with
respect to the GBP/EUR Tender Offers, Holders should carefully consider all of
the information in the Offer to Purchase.
Barclays Bank PLC, BNP Paribas Securities Corp., BofA Securities, Inc.,
Citigroup Global Markets Inc., Deutsche Bank Aktiengesellschaft, ING Bank
N.V., J.P. Morgan SE and Santander US Capital Markets LLC are the lead dealer
managers (the "Lead Dealer Managers" and, together with the dealer managers
appointed in respect of the US Tender Offers and any additional dealer
managers, the "Dealer Managers") for the GBP/EUR Tender Offers, and Global
Bondholder Services Corporation is the tender agent (the "Tender and
Information Agent") for the GBP/EUR Tender Offers.
Questions and requests for assistance in connection with the GBP/EUR Tender
Offers may be directed by Relevant Holders (as defined below) to BofA
Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank
Aktiengesellschaft, J.P. Morgan SE and Santander US Capital Markets LLC.
Requests for additional copies of the Offer to Purchase, or questions or
requests for assistance from Holders that are not Relevant Holders, should be
directed to the Tender and Information Agent. Beneficial owners may also
contact their Custodian for assistance concerning the Tender Offers.
LEAD DEALER MANAGERS
(in respect of the GBP/EUR Tender Offers as made to Relevant Holders (as
defined below) only)
BofA Securities, Inc. Citigroup Global Markets Inc.
620 S Tryon Street, 20th Floor 388 Greenwich Street, Trading 4th Floor
Charlotte New York, New York 10013
North Carolina 28255 United States of America
United States of America
Attn: Liability Management Group
Attn: Liability Management Group Collect: +1 (212) 723-6106
Collect: +1 (980) 387-3907 Toll Free: +1 (800) 558-3745
Toll Free: +1 (888) 292-0070 Email: ny.liabilitymanagement@citi.com
Email: debt_advisory@bofa.com
In Europe:
Telephone: +33 1 877 01057
Email: DG.LM-EMEA@bofa.com
Deutsche Bank Aktiengesellschaft J.P. Morgan SE
Mainzer Landstr. 11-17
Taunustor 1 (TaunusTurm)
60329 Frankfurt am Main
60310 Frankfurt am Main
Germany
Germany
Attn: Liability Management Group
Telephone: +44 20 7545 8011
Attn: Liability Management Group
Telephone: +44 20 7134 2468
Email: liability_management_EMEA@jpmorgan.com
Santander US Capital Markets LLC
437 Madison Avenue
10th Floor
New York, NY 10022
United States of America
Attn: Liability Management Group
Fax: +1 (212) 407-0930
Toll: +1 (212) 940-1442
Toll Free: +1 855-404-3636
Email: AmericasLM@santander.us
Barclays Bank PLC BNP Paribas Securities Corp. ING Bank N.V.
THE TENDER AND INFORMATION AGENT
Global Bondholder Services Corporation
By Facsimile (Eligible Institutions Only):
+1 (212) 430-3775 or +1 (212) 430-3779
By Mail or Hand:
65 Broadway-Suite 404
New York, New York 10006
Attention: Corporate Actions
Banks and Brokers Call Collect: +1 (212) 430-3774
All Others, Please Call Toll-Free: +1 (855) 654-2014
By E-mail:
contact@gbsc-usa.com
Website:
https://gbsc-usa.com/registration/abi
None of the Dealer Managers, the Tender and Information Agent, the GBP/EUR
Offeror, 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 Tender Offers, and
accordingly none of the Dealer Managers, the Tender and Information Agent, the
GBP/EUR Offeror, the Guarantors, nor any director, officer, employee, agent or
affiliate of, any such person makes any recommendation whether Holders should
tender GBP Notes or EUR Notes in the Tender Offers. If any Holder is in any
doubt as to the action it should take or is unsure of the impact of the
GBP/EUR Tender Offers, it is recommended that the Holder seek its own
financial and legal advice, including as to any tax consequences, from its
securities broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser.
None of the Dealer Managers (nor any of their respective directors, officers,
employees, agents or affiliates) has any role in relation to any part of the
GBP/EUR Tender Offers made to Holders that are not Relevant Holders, where
"Relevant Holders" means a Holder of GBP Notes or EUR Notes that is:
(a) if resident or located in a member state of the
European Union (the "EU"), an "eligible counterparty" or a "professional
client", each as defined in Directive No. 2014/65/EU on markets in financial
instruments (as amended from time to time);
(b) if resident or located in the UK, an "eligible
counterparty", as defined in the FCA Handbook Conduct of Business Sourcebook,
or a "professional client" as defined in point (8) of Article 2(1) of
Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of
the European Union (Withdrawal) Act 2018; or
(c) if resident or located in a jurisdiction outside of
the EU and the UK, an institutional holder under applicable local law and not
a retail holder.
Offer and Distribution Restrictions
The GBP/EUR Offeror 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 GBP Notes and/or EUR Notes
pursuant to the GBP/EUR Tender Offers. None of the GBP/EUR Offeror, the
Guarantors, the Dealer Managers or the Tender and Information 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 GBP Notes or 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 GBP/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 GBP/EUR Tender Offers shall be deemed to be made by such
Dealer Manager or affiliate, as the case may be, on behalf of the GBP/EUR
Offeror in such jurisdiction (but only to any Holder that is a Relevant
Holder). Neither the delivery of the Offer to Purchase nor any purchase of GBP
Notes and/or 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 GBP/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 GBP/EUR Offeror 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 GBP/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 Tender Offers are not being made, directly or indirectly, in the
Republic of France (other than to qualified investors as described below).
This announcement, the Offer to Purchase and any other document or material
relating to the GBP/EUR Tender Offers have only been, and shall only be,
distributed in the Republic of France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Neither this announcement, the Offer to Purchase nor any other documents or
materials relating to the GBP/EUR Tender Offers have been or will be submitted
for clearance to the Autorité des marchés financiers.
Italy. None of the GBP/EUR Tender Offers, this announcement, the Offer to
Purchase or any other documents or materials relating to the GBP/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 GBP Notes or EUR Notes that are resident or located
in Italy can tender their GBP Notes or EUR Notes, as applicable, 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 GBP Notes,
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 GBP/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, 1° 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 GBP/EUR Tender Offers may not be, and are not being,
advertised and the GBP/EUR Tender Offers will not be extended and this
announcement, the Offer to Purchase and any other documents or materials
relating to the GBP/EUR Tender Offers (including any memorandum, information
circular, brochure or any similar documents) may not, have not, and will not,
be distributed or made available, directly or indirectly, to any person in
Belgium other than to "qualified investors"
("investisseur qualifié"/"gekwalificeerde belegger") within the meaning of
Article 2(e) of the Prospectus Regulation acting on their own account.
Insofar as Belgium is concerned, the GBP/EUR Tender Offers are made only to
qualified investors, as this term is defined above. Accordingly, the
information contained in this announcement, the Offer to Purchase or in any
other documents or materials relating to the GBP/EUR Tender Offers may not be
used for any other purpose or disclosed or distributed to any other person in
Belgium.
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 (mailto:rns@lseg.com)
or visit
www.rns.com (http://www.rns.com/)
.
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