REG - Anheuser-Busch InBev - Tender Offer
16/11/2022 07:01
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RNS Number : 5935G Anheuser-Busch InBev SA/NV 16 November 2022
16 November 2022
ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES TENDER OFFERS
TO PURCHASE GBP NOTES FOR CASH
Anheuser-Busch InBev SA/NV (the "GBP Offeror") has today launched separate
invitations to holders of its outstanding (i) £700,000,000 2.250% Notes due
2029 (ISIN: BE6295393936) and (ii) £900,000,000 2.850% Notes due 2037 (ISIN:
BE6295395956) (together, the "GBP Notes") to tender such GBP Notes for
purchase by the GBP Offeror for cash subject to the Offer Cap and the
Acceptance Priority Levels (each as defined below) (each such invitation a
"GBP Tender Offer" and, together, the "GBP 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 16 November 2022 (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 Tender Offers
The GBP Offeror's offer to purchase for cash the outstanding GBP Notes listed
below subject to the Offer Cap((1)):
Title of Notes((5)) Principal Amount Outstanding ISIN Maturity Date Acceptance Priority Level((2)) Reference Security Fixed Spread (Basis Points)((3)) Early Tender Payment((4)) Bloomberg Reference Page
2.850% Notes due 2037 £900,000,000 BE6295395956 25 May 2037 1 UKT 1.750% due 7 September 2037 100 £30 PXUK
2.250% Notes due 2029 £700,000,000 BE6295393936 24 May 2029 5 UKT 0.500% due 31 January 2029 105 £30 PXUK
Notes:
((1)) The offers with respect to the Notes (including the GBP Notes and the
notes subject to the US Tender Offers) are subject to an Offer Cap equal to an
aggregate purchase price (excluding Accrued Interest) of up to $3,500,000,000,
subject to the terms and conditions described in the Offer to Purchase.
((2)) We will accept Notes 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 "13"
being the lowest Acceptance Priority Level), subject to the terms and
conditions described in the Offer to Purchase.
((3)) The applicable Fixed Spread will be used to calculate the applicable
Total Consideration payable for each series of GBP Notes, which already
includes the Early Tender Payment.
((4)) The Total Consideration (as defined below) payable for each series of
GBP Notes will be at a price per £1,000 principal amount of such series of
GBP 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.
((5)) The GBP 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 TENDER OFFERS COMMENCE ON 16 NOVEMBER 2022 AND WILL EXPIRE AT 11:59
P.M., NEW YORK CITY TIME, ON 14 DECEMBER 2022, 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
£30 PER £1,000 PRINCIPAL AMOUNT OF SUCH GBP 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 30 NOVEMBER 2022, 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 as soon as possible to ensure proper and timely delivery of
instructions.
In order to be eligible to participate in the GBP Tender Offers in the manner
specified in the Offer to Purchase, Holders that hold GBP 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 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 Tender Offers
The primary purpose of the GBP Tender Offers is to reduce gross debt.
Concurrently with the GBP Tender Offers, Anheuser-Busch InBev Finance Inc.,
Anheuser-Busch InBev Worldwide Inc. and Anheuser-Busch Companies, LLC
announced on 16 November 2022 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 Offeror. For details on the US Tender Offers please refer to the Offer to
Purchase.
GBP Notes purchased by the GBP Offeror pursuant to the GBP Tender Offers will
be cancelled and will not be re-issued or re-sold. GBP Notes which have not
been validly submitted and accepted for purchase pursuant to the GBP 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
at or prior to the Early Tender Time, subject in each case to the tender in
the applicable Authorized Denominations, and whose GBP Notes are accepted for
purchase by the GBP Offeror, will receive the Total Consideration equal to:
• the value per such principal amount of GBP 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 (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), at a discount rate equal to the annualised sum (the "Offer
Yield") of:
o 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 based on the arithmetic mean of the bid and
offered yields to maturity of the applicable Reference Security specified on
the front cover page of the Offer to Purchase appearing as of 2:30 p.m.,
London time, on 1 December 2022 (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), plus
o the applicable Fixed Spread for the relevant series of GBP Notes set
forth on the front cover of the Offer to Purchase;
• minus Accrued Interest on the relevant series of
GBP Notes per £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 £30 per £1,000
principal amount of GBP Notes, as applicable. Holders that validly tender and
who do not validly withdraw GBP Notes following the Early Tender Time but at
or prior to the Expiration Time, and whose GBP 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 their calculation will be final and binding, absent manifest
error.
The GBP Offeror will publicly announce by press release the Total
Consideration for each series of GBP Notes subject to the GBP Tender Offers
promptly after it is determined (provided that, if the Offer Cap is reached at
the Early Tender Time, and the Offerors have not exercised their right to
increase the 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 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 validly tendered into U.S. Dollars for the purpose of
determining whether the Offer Cap has been reached.
Because each of the Total Consideration and Tender Offer Consideration for the
GBP Notes is based on a fixed spread pricing formula linked to the yield on
the applicable Reference Security, the actual amount of cash that may be
received by Holders whose GBP Notes are purchased pursuant to the GBP Tender
Offers will be affected by changes in such yield during the term of the GBP
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 on the
applicable Reference Security, the actual amount of cash that may be received
by a tendering Holder (if any GBP Notes are accepted) pursuant to the GBP
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, Holders will be paid the Accrued Interest per £1,000
principal amount of GBP Notes tendered, and not validly withdrawn, and
accepted pursuant to the GBP Tender Offers, rounded to the nearest penny (with
half a penny rounded upwards).
Offer Cap
The Offerors will only accept for purchase Notes up to a combined aggregate
purchase price across the GBP Notes and the Notes subject to the US Tender
Offers of $3,500,000,000 (such amount as the same may be increased or
decreased, the "Offer Cap"). Note that the Offer Cap applies across both the
GBP 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 Offer Cap 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. Notwithstanding anything to the
contrary contained herein or in the Offer to Purchase, if the amount of Notes
validly tendered prior to the Early Tender Time exceeds the Offer Cap, the
Offerors intend (but are not obligated to) to increase the Offer Cap by some
or all of the amount of such excess, provided it will not be increased by more
than $500,000,000 to a maximum amount of $4,000,000,000.
If at the Early Tender Time, the aggregate purchase price of Notes validly
tendered and not validly withdrawn by Holders would result in the Tender
Offers reaching the Offer Cap, the Offerors will not accept any Notes tendered
by Holders after the Early Tender Time, unless the Offerors increase the Offer
Cap to an amount in excess of the amount tendered as of the Early Tender Time.
To determine whether the Offer Cap has been reached, the Offerors will first
convert the aggregate purchase price for the GBP Notes validly tendered into
U.S. Dollars using the applicable exchange rate on the Bloomberg screen page
"BFIX GBPUSD" 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 the Tender
Offers will be determined in accordance with the Acceptance Priority Levels,
with Acceptance Priority Level 1 being the highest and Acceptance Priority
Level 13 being the lowest, 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 of such Notes
tendered after the Early Tender Time. Note that the Acceptance Priority Levels
apply to both the GBP 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
Notes having a lower Acceptance Priority Level are accepted. If the aggregate
purchase price of the principal amount of Notes tendered in the Tender Offers
would exceed the Offer Cap, the amount of Notes purchased may be subject to
proration (as described in the Offer to Purchase).
If the Offer Cap is reached at the Early Tender Time, then no Notes tendered
after the Early Tender Time will be purchased pursuant to the Tender Offers,
unless the Offerors increase the Offer Cap to an amount in excess of the
amount tendered as of the Early Tender Time, 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 Notes of a combined aggregate purchase price in excess of the Offer
Cap, then the Tender Offers 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 validly tendered
after the Early Tender Time), with Acceptance Priority Level 1 being the
highest and Acceptance Priority Level 13 the lowest, and the amount of Notes
purchased will be subject to proration (as described herein) such that the
Offerors will not purchase Notes which when combined have an aggregate
purchase price is in excess of the Offer Cap.
If the purchase of all validly tendered Notes would result in an aggregate
purchase price greater than the Offer Cap, then the Tender Offers 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 or £1,000 principal amount, as
applicable. Depending on the amount tendered and the proration factor applied,
if the relevant Holder's residual principal amount of Notes as a result of
proration would be less than the minimum denomination of $1,000 or £1,000, as
applicable, the Offerors will either accept or reject all of such Holder's
validly tendered Notes.
Expiration Time; Extension; Amendment; Termination
The GBP Tender Offers will expire at 11:59 p.m., New York City time, on 14
December 2022, unless extended or earlier terminated by the GBP 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
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 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 Tender Offers, all GBP Notes previously tendered (and not
validly withdrawn) and not accepted for purchase will remain subject to the
GBP Tender Offers and, subject to the terms and conditions of the GBP Tender
Offers, may be accepted for purchase by the GBP Offeror.
Subject to applicable law, the GBP Offeror reserves the right, in its sole
discretion, at any time prior to the Expiration Time, to waive any condition
of the GBP Tender Offers, to amend any of the terms of the GBP Tender Offer,
and to modify the Total Consideration or Tender Offer Consideration.
Subject to applicable law, the GBP Offeror reserves the right, in their sole
discretion to terminate the GBP Tender Offers. Any such termination will be
followed promptly by public announcement thereof. In the event the GBP
Offeror terminates a Tender Offer, it shall give immediate notice thereof to
the Tender and Information Agent. In the event that the GBP 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 Tender Offer is terminated, all GBP Tender Instructions in respect of
GBP Notes of the relevant series will be deemed to be withdrawn automatically.
All references in this announcement to the Expiration Time of the GBP 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 at any time at or prior to the
Withdrawal Deadline, but tenders will thereafter be irrevocable, except in
certain limited circumstances where the GBP 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 Offeror amends the
applicable Tender Offer, in which case withdrawal rights may be extended as
the GBP 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 in a GBP Tender Offer, a holder of GBP 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 Tender Instruction that is received in each case by the Tender and
Information Agent by the Expiration Time.
GBP Tender Instructions must be submitted in respect of a principal amount of
GBP Notes of no less than the Authorized Denomination and may be submitted in
integral multiples of £1,000 thereafter.
Holders holding GBP 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 Tender Offers in the manner specified in
the Offer to Purchase, (i) arrange for the GBP 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 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 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 which they wish to tender
to a direct participant in either Clearing System, will not be able to submit
a GBP Tender Instruction to the Tender and Information Agent and will not be
eligible to participate in the GBP Tender Offers in the manner specified in
the Offer to Purchase.
Any Holder who (i) holds its GBP 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 (directly or indirectly) in an "X account" within
the NBB-SSS, and who is therefore unable to transfer the relevant GBP 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 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 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 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 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 Tender Offers.
Date Time and Calendar Date Event
Launch Date ......................... 16 November 2022 Commencement of the GBP 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 30 November 2022, unless extended. The deadline for Holders to tender GBP Notes to be eligible for the Total
Consideration, which includes the Early Tender Payment (in addition to the
Accrued Interest).
The GBP Offeror will issue a press release announcing the results of the GBP
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 30 November 2022, unless extended. The deadline for Holders to validly withdraw tenders of their GBP Notes. If a
tender of GBP 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 Offeror).
Price Determination Time... The GBP Offeror expects that this time will be at or about 2:30 p.m., London The Dealer Managers will determine the applicable Reference Yield (as defined
time, on 1 December 2022, unless extended. herein) for each series of GBP Notes eligible for tendering and calculate the
applicable Total Consideration and applicable Tender Offer Consideration
(provided that, if the Offer Cap is reached at the Early Tender Time, and the
Offerors have not exercised their right to increase the 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 Offeror will issue a press release announcing (i) the applicable
Reference Yield, the Total Consideration and the Tender Offer Consideration
for each series of GBP Notes eligible for the GBP Tender Offers as soon as
reasonably practicable after the determination thereof and (ii) whether the
GBP Offeror intends to exercise its right to have an Early Settlement Date
(provided that, if the Offer Cap is reached at the Early Tender Time, and the
Offerors have not exercised their right to increase the 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 2 If we choose to exercise our option to have an Early Settlement Date, the date
December 2022 (but may change without notice). the GBP Offer 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 are validly tendered and not withdrawn at or prior to the Early Tender
Time and accepted for purchase, the applicable Total Consideration plus
Accrued Interest in respect of such GBP Notes.
Expiration Time.................... The Tender Offers will expire at 11:59 p.m., New York City time, on 14 The last time and date for GBP Notes to be tendered pursuant to the GBP Tender
December 2022, unless extended or earlier terminated. Offers. Validly tendered GBP Notes may be validly withdrawn prior to the
Expiration Time but not thereafter. Unless the 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 Offeror expects to
publish a press release promptly following the Expiration Time announcing the
amount of GBP Notes, if any, to be accepted for purchase on the Final
Settlement Date.
Final Settlement Date.......... The GBP Offeror expects the Final Settlement Date will occur on 16 December The date the GBP Offeror will deposit with Euroclear and Clearstream,
2022, unless the GBP Tender Offers are extended or earlier terminated or the Luxembourg, as applicable, the amount of cash necessary to pay, and Euroclear
Offer Cap is reached at the Early Tender Time (and not increased by the and Clearstream, Luxembourg, as applicable, will pay, to each Holder whose GBP
Offerors to an amount in excess of the amount tendered as of the Early Tender Notes are accepted for purchase (i) the applicable Tender Offer Consideration
Time). for Notes tendered after the Early Tender Time and (ii) the applicable Total
Consideration for GBP Notes tendered and not 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.
Unless stated otherwise, announcements in connection with the Tender Offers in
respect of the GBP 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 Tender Offers (subject to applicable law and
as provided in the Offer to Purchase). Holders of GBP Notes are advised to
check with any bank, securities broker or other intermediary through which
they hold GBP 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 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 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 OFFEROR.
Further Information
A complete description of the terms and conditions of the GBP Tender Offers is
set out in the Offer to Purchase. Before making a decision with respect to the
GBP Tender Offers, Holders should carefully consider all of the information in
the Offer to Purchase.
Barclays Bank PLC, Barclays Capital Inc., BNP Paribas Securities Corp., BofA
Securities, Inc., Deutsche Bank Aktiengesellschaft, Deutsche Bank Securities,
J.P. Morgan SE and J.P. Morgan Securities LLC are the lead dealer managers
(the "Lead Dealer Managers") for the GBP Tender Offers, Citigroup Global
Markets Inc., Santander Investment Securities Inc. and Wells Fargo Securities,
LLC are the co-dealer managers (the "Co-Dealer Managers" and, together with
the Lead Dealer Managers, the "Dealer Managers"), and Global Bondholder
Services Corporation is the tender agent (the "Tender and Information Agent")
for the GBP Tender Offers.
Questions and requests for assistance in connection with the GBP Tender Offers
may be directed to:
LEAD DEALER MANAGERS
Barclays Bank PLC Barclays Capital Inc. BNP Paribas Securities Corp.
5 The North Colonnade 745 Seventh Avenue 787 Seventh Avenue
Canary Wharf New York, NY 10019 New York, NY 10019
London E14 4BB United States of America United States of America
United Kingdom
Attn: Liability Management Group Attn: Liability Management Group
Attn: Liability Management Group Collect: (212) 528-7581 Collect: (212) 841-3059
Telephone: + 44 20 3134 8515 Toll Free: (800) 438-3242 Toll Free: (888) 210-4358
Email: eu.lm@barclays.com Email: us.lm@barclays.com Email: dl.us.liability.management@us.bnpparibas.com
BofA Securities, Inc. Deutsche Bank Aktiengesellschaft Deutsche Bank Securities
Mainzer Landstr. 11-17
620 S Tryon Street, 20th Floor
1 Columbus Circle
60329 Frankfurt am Main
Charlotte
New York, NY 10019
Germany
North Carolina 28255
United States of America
Attn: Liability Management Group
United States of America
Telephone: +44 20 7545 8011
Attn: Liability Management Group
Attn: Liability Management Group Collect: (212) 250-2955
Collect: (980) 387-3907 Toll Free: (866) 627-0391
Toll Free: (888) 292-0070
Email: debt_advisory@bofa.com
In Europe:
Telephone: +33 1 877 01057
Email: DG.LM-EMEA@bofa.com
J.P. Morgan SE J.P. Morgan Securities LLC
Taunustor 1 (TaunusTurm) 383 Madison Avenue
60310 Frankfurt am Main New York, NY 10179
Germany United States of America
Attn: Liability Management Group Attn: Liability Management Group
Telephone: +44 20 7134 2468 Collect: (212) 834-8553
Email: liability_management_EMEA@jpmorgan.com Toll-Free: (866) 834-4666
CO-DEALER MANAGERS
Citigroup Global Markets Inc. Santander Investment Securities Inc. Wells Fargo Securities, LLC
388 Greenwich Street, Trading 4th Floor 437 Madison Avenue 550 South Tryon Street, 5th Floor
New York, New York 10013 7th Floor Charlotte, NC 28202
United States of America New York, NY 10022 United States of America
United States of America
Attn: Liability Management Group Attn: Liability Management Group
Collect: +1 (212) 723-6106 Attn: Liability Management Collect: +1 (704) 410-4759
Toll Free: +1 (800) 558-3745 Fax: (212) 407-0930 Toll Free: +1 (866) 309-6316
Email: ny.liabilitymanagement@citi.com Toll: (212) 940-1442 Europe: +33 (0)1 85 14 06 61
Toll Free: 855-404-3636 Email: liabilitymanagement@wellsfargo.com
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
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
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 Offers, and accordingly
none of the Dealer Managers, the Tender and Information Agent, the GBP
Offeror, the Guarantors, nor any director, officer, employee, agent or
affiliate of, any such person makes any recommendation whether Holders should
tender GBP 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 GBP Tender Offers, it is
recommended to 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.
Offer and Distribution Restrictions
The GBP 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 pursuant to the GBP Tender Offers. None
of the GBP 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 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 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 Tender Offers
shall be deemed to be made by such Dealer Manager or affiliate, as the case
may be, on behalf of the GBP Offeror in such jurisdiction. Neither the
delivery of the Offer to Purchase nor any purchase of GBP 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 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 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 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 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 Tender Offers have been or will be submitted for
clearance to the Autorité des marchés financiers.
Italy. None of the GBP Tender Offers, this announcement, the Offer to Purchase
or any other documents or materials relating to the GBP 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 that are resident or located in Italy can tender their GBP 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
GBP Notes or the Offer to Purchase.
Belgium. Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the GBP 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 Tender Offers may not be, and are not being,
advertised and the GBP Tender Offers will not be extended and this
announcement, the Offer to Purchase and any other documents or materials
relating to the GBP 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 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 Tender Offers may not be used
for any other purpose or disclosed or distributed to any other person in
Belgium.
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