REG - ASOS PLC - Convertible Bonds Offering and Repurchase Results

AsosAnnouncement

05/09/2024 18:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240905:nRSE1487Da&default-theme=true

RNS Number : 1487D  ASOS PLC  05 September 2024

 

5 September 2024

 

NOT FOR DISTRIBUTION IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH
AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW (SEE "IMPORTANT INFORMATION" BELOW)

 

This press release relates to the disclosure of information that qualified, or
may have qualified, as inside information within the meaning of Article 7(1)
of (i) Regulation (EU) No 596/2014 of the European Parliament and of the
Council of 16 April 2014, as amended (the "EU Market Abuse Regulation") and
(ii) the EU Market Abuse Regulation as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018.

 

For immediate
release

 

ASOS plc

Global Online Fashion Destination

 

Successful placement of Convertible Bonds due 2028 and Results of Concurrent
Repurchase of Outstanding Convertible Bonds due 2026

 

ASOS plc ("ASOS", the "Company" or the "Issuer", and together with its
subsidiaries, the "Group") today announces the pricing and final terms of (i)
an offering of £253 million of Convertible Bonds due 2028 (the "Bond
Offering" and the "Bonds") and (ii) a concurrent partial repurchase of the
outstanding £500 million 0.75% Convertible Bonds due 2026 (ISIN:
XS2332692719) issued on 16 April 2021 (the "Outstanding Bonds") (the
"Concurrent Repurchase" and together with the Bond Offering, the
"Offering").

Rationale for the Offering

As detailed in a separate RNS, ASOS has earlier today announced that it has
entered into a binding agreement with HEARTLAND to form a Joint Venture which
will purchase the Topshop and Topman brands from ASOS. HEARTLAND will hold a
75% interest in the Joint Venture for £135 million cash consideration, which
represents net cash proceeds to ASOS (after transaction fees and pro-rata
payment to Nordstrom) of approx. £118 million (the "Transaction").

The net proceeds from the Transaction, alongside net proceeds from the Bond
Offering and cash from the balance sheet to the extent required are intended
to be used to fund the Concurrent Repurchase. The purpose of these steps is
to, amongst other things, simultaneously reduce the Company's net debt
position (noting the discount the 2026 Convertible Bonds currently trade at
relative to par), while also proactively extending the maturity profile of
ASOS' debt. The Company believes that this improved financial flexibility will
help accelerate its core Back to Fashion strategy.

Bond Offering

The Bonds will be issued by ASOS and will be guaranteed by other entities
within the Group.

Purchasers will subscribe to £100,000 in principal amount of the Bonds by
either (i) paying £100,000 in cash, or (ii) delivering £100,000 in principal
amount of the Outstanding Bonds (the "Exchange Offer"), in each case on the
Settlement Date. The aggregate principal amount of the Outstanding Bonds
delivered pursuant to the Exchange Offer is £253 million.

The Company will also pay, on the Settlement Date (as defined below), an
amount in cash (rounded down to the nearest £0.01) equal to interest accrued
and unpaid on those Outstanding Bonds delivered pursuant to the Exchange Offer
from and including 16 April 2024 (being the immediately preceding interest
payment date of the Outstanding Bonds) to but excluding the Settlement Date,
which on the basis of the expected Settlement Date will amount to £319.67 per
£100,000 in principal amount of the Outstanding Bonds.

The Bonds will constitute direct, unconditional, senior and unsubordinated
obligations of the Issuer and will be subject to a negative pledge in respect
of capital market indebtedness except for incurrence of any secured
indebtedness as may be expressly permitted pursuant to the Intercreditor
Agreement (as defined below).

The Bonds and the Outstanding Bonds which will remain outstanding following
the completion of the Offering will both benefit from certain common security
granted by members of the Group, which will secure the liabilities owed to
both (i) super senior creditors and senior creditors and (ii) second lien
creditors (which shall include obligations of the members of the Group under
the Bonds and the Outstanding Bonds which will remain outstanding following
the completion of the Offering). In connection with the common security
arrangements, the trustee of the Bonds and the trustee of the Outstanding
Bonds will enter into an intercreditor agreement which shall regulate the
priority of secured creditors (the "Intercreditor Agreement").

The Bonds will be issued at par and will carry a coupon of 11% per annum
payable semi-annually in arrears and will, subject to certain conditions, be
convertible into fully paid new and/or existing Ordinary Shares of the Company
(the "Shares").

The initial conversion price will be set at £79.65 (in line with the
conversion price of the Outstanding Bonds), which will be subject to
adjustments in certain circumstances in line with market practice.

The Bonds will include customary change of control adjustments, which will be
set at levels corresponding with the change of control adjustments applicable
to the Outstanding Bonds. The maximum reduction to the conversion price in a
change of control scenario will be 47.5%, in line with the Outstanding Bonds.

Settlement and delivery of the Bonds is expected to take place on or around 19
September 2024 (the "Settlement Date").

The Bonds will be redeemed on 19 September 2028, unless previously converted,
exchanged, redeemed or purchased and cancelled in accordance with the terms
and conditions of the Bonds, at a redemption price of 120% of the principal
amount, implying an annual yield to maturity of 14.84%.

The Bonds may be redeemed at the option of the Issuer at the Accreted
Redemption Amount plus accrued but unpaid interest (i) at any time on or after
10 October 2027, if the Parity Value (as defined in the Terms and Conditions)
on at least 20 out of any period of 30 consecutive dealing days ending no more
than five London business days prior to the giving of the relevant redemption
notice, shall have equalled or exceeded 130% of the Accreted Redemption Amount
of the Bond; or (ii) at any time, if 15% or less of the principal amount of
the Bonds originally issued remains outstanding.

The "Accreted Redemption Amount" is set in such a manner that, with accrued
interest, it guarantees at the date of effective repayment to an initial
subscriber of the Bonds (at the Settlement Date of the Bonds) an annual yield
to maturity that is identical to that which it would have obtained from
redemption upon maturity, namely an annual yield of 14.84%.

Application is intended to be made for the Bonds to be admitted to trading on
the unregulated open market (Freiverkehr) of the Frankfurt Stock Exchange
after the Settlement Date but prior to the first interest payment date of the
Bonds.

J.P. Morgan Cazenove acted as Sole Bookrunner for the Bond Offering, and as
Sole Dealer Manager for the Concurrent Repurchase.

Concurrent Repurchase

Concurrently with the Bond Offering, the Sole Dealer Manager assisted the
Company in collecting indications of interest from holders in tendering their
Outstanding Bonds for purchase by the Company for a cash consideration of
£85,000 per £100,000 in principal amount of the Outstanding Bonds (the
"Purchase Price").

In addition to the Purchase Price, the Company will pay, in respect of the
Outstanding Bonds accepted for purchase pursuant to the Concurrent Repurchase,
a cash amount representing interest accrued but unpaid on the Outstanding
Bonds from and including 16 April 2024, being the immediately preceding
interest payment date prior to the Concurrent Repurchase to but excluding the
Settlement Date. The accrued interest amount per £100,000 of the Outstanding
Bonds will be £319.67.

The Company has accepted for repurchase £173.4 million in aggregate principal
amount of the Outstanding Bonds. The Outstanding Bonds repurchased by the
Issuer will be cancelled thereafter in accordance with their terms and
conditions.

Following the settlement of the Exchange Offer and Concurrent Repurchase on
the Settlement Date, £73.6 million in aggregate principal amount of the
Outstanding Bonds are expected to remain outstanding.

For the avoidance of doubt, the Company confirms that the transaction
condition to each the Bond Offering and the Concurrent Repurchase, which was
summarised in the launch RNS published earlier today, has been satisfied.

For further information:

 Investors:
 Emily MacLeod, ASOS Head of Strategy & Investor Relations      Tel: 020 7756 1000

 Media:
 Jonathan Sibun / Will Palfreyman, Teneo                        Tel: 020 7353 4200

 

Background note

ASOS is a destination for fashion-loving 20-somethings around the world, with
a purpose to give its customers the confidence to be whoever they want to be.
Through its app and mobile/desktop web experience, available in nine languages
and in over 200 markets, ASOS customers can shop a curated edit of nearly
50,000 products, sourced from nearly 900 global and local third-party brands
alongside a mix of fashion-led own brand labels - including ASOS Design, ASOS
Edition, ASOS 4505, Collusion, Reclaimed Vintage, Topshop, Topman, and Miss
Selfridge. ASOS aims to give all its customers a truly frictionless
experience, with a number of different payment methods and hundreds of local
deliveries and return options, dispatched from state-of-the-art fulfilment
centres in the UK, US, and Germany.

 

 

REPRESENTATIONS BY INVESTORS

 

AN INVESTMENT IN THE BONDS AND/OR PARTICIPATION IN THE CONCURRENT REPURCHASE
INCLUDES A SIGNIFICANT DEGREE OF RISK. IN MAKING ANY DECISION TO PURCHASE THE
BONDS AND/OR PARTICIPATION IN THE CONCURRENT REPURCHASE, AN INVESTOR WILL BE
DEEMED (A) TO HAVE SUCH BUSINESS AND FINANCIAL EXPERIENCE AS IS REQUIRED TO
GIVE IT THE CAPACITY TO PROTECT ITS OWN INTERESTS IN CONNECTION WITH THE
PURCHASE OF THE BONDS AND/OR PARTICIPATION IN THE CONCURRENT REPURCHASE, (B)
NOT TO HAVE RELIED ON (i) ANY INVESTIGATION THAT THE SOLE BOOKRUNNER OR ANY OF
ITS AFFILIATES, OR ANY PERSON ACTING ON BEHALF OF THE SOLE BOOKRUNNER OR ANY
OF ITS AFFILIATES, MAY HAVE CONDUCTED WITH RESPECT TO THE ISSUER, THE
GUARANTORS, THE BONDS, THE GUARANTEES IN RESPECT THEREOF OR THE ORDINARY
SHARES TO BE ISSUED OR TRANSFERRED AND DELIVERED UPON CONVERSION OF THE BONDS
AND NOTIONALLY UNDERLYING THE BONDS (COLLECTIVELY HEREINAFTER, THE
"SECURITIES"), OR (ii) ANY DISCUSSIONS, NEGOTIATIONS OR OTHER COMMUNICATIONS
ENTERED INTO WITH, OR ANY OTHER WRITTEN OR ORAL INFORMATION MADE AVAILABLE BY
THE SOLE BOOKRUNNER OR ITS OFFICERS, EMPLOYEES OR AGENTS, (C) TO HAVE MADE ITS
OWN INVESTMENT DECISION REGARDING THE SECURITIES AND THE CONCURRENT REPURCHASE
BASED ON ITS OWN KNOWLEDGE, INVESTIGATION AND ASSESSMENT OF THE ISSUER, THE
GUARANTORS, THE GUARANTORS' SUBSIDIARIES, THE SECURITIES, THE TERMS OF THE
BONDS AND THE TERMS OF THE PLACEMENT OF THE BONDS, AND BASED ON SUCH OTHER
PUBLICLY AVAILABLE INFORMATION IT DEEMS NECESSARY, APPROPRIATE AND SUFFICIENT
(AND WHICH IT CONFIRMS IT HAS BEEN ABLE TO ACCESS, READ AND UNDERSTAND) AND
(D) TO HAVE CONSULTED ITS OWN INDEPENDENT ADVISERS OR TO OTHERWISE HAVE
SATISFIED ITSELF CONCERNING, WITHOUT LIMITATION, ACCOUNTING, REGULATORY, TAX
OR OTHER CONSEQUENCES IN THE LIGHT OF ITS PARTICULAR SITUATION UNDER THE LAWS
OF ALL RELEVANT JURISDICTIONS.

IMPORTANT INFORMATION

THIS PRESS RELEASE IS AN ADVERTISEMENT AND DOES NOT COMPRISE A PROSPECTUS FOR
THE PURPOSES OF THE PROSPECTUS REGULATION (AS DEFINED BELOW) AND/OR PART VI OF
THE FINANCIAL SERVICES AND MARKETS ACT 2000 OF THE UNITED KINGDOM (THE "FSMA")
OR THE CONCURRENT REPURCHASE OR OTHERWISE.

IN CONNECTION WITH THE OFFERING OF THE BONDS AND THE CONCURRENT REPURCHASE, A
PROSPECTUS IS NOT REQUIRED TO BE PUBLISHED PURSUANT TO THE PROSPECTUS
REGULATION.

NO ACTION HAS BEEN TAKEN BY THE ISSUER, THE GUARANTORS, THE SOLE BOOKRUNNER OR
ANY OF ITS AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE BONDS, THE
OUTSTANDING BONDS, PARTICIPATION IN THE CONCURRENT REPURCHASE OR POSSESSION OR
DISTRIBUTION OF THIS PRESS RELEASE OR ANY OFFERING OR PUBLICITY MATERIAL
RELATING TO THE BONDS, THE CONCURRENT REPURCHASE OR ANY OF THE SECURITIES IN
ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE
POSSESSION THIS PRESS RELEASE COMES ARE REQUIRED BY THE ISSUER, THE GUARANTORS
AND THE SOLE BOOKRUNNER TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH
RESTRICTIONS.

THIS PRESS RELEASE IS DIRECTED EXCLUSIVELY AT MARKET PROFESSIONALS AND
INSTITUTIONAL INVESTORS, BEING "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE
PROSPECTUS REGULATION. IT IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE
RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS
NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED
OR CONSIDERED AS AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY
SECURITY OR ANY OUTSTANDING BONDS NOR IS IT A RECOMMENDATION TO BUY OR SELL
ANY SECURITY OR ANY OUTSTANDING BONDS OR WHETHER OR NOT TO PARTICIPATE IN THE
CONCURRENT REPURCHASE.

ANY DECISION TO PURCHASE ANY OF THE SECURITIES AND/OR PARTICIPATE IN THE
CONCURRENT REPURCHASE SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT
REVIEW BY A PROSPECTIVE INVESTOR OF THE ISSUER'S AND THE GUARANTORS' PUBLICLY
AVAILABLE INFORMATION AND THE TERMS OF THE SECURITIES, THE TERMS OF THE
OUTSTANDING BONDS AND/OR THE TERMS OF THE CONCURRENT REPURCHASE, AS
APPLICABLE. NEITHER THE SOLE BOOKRUNNER NOR ANY OF ITS AFFILIATES ACCEPT ANY
LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE
ACCURACY OR COMPLETENESS OF, THIS PRESS RELEASE OR THE ISSUER'S AND THE
GUARANTORS' PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS
PRESS RELEASE IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE
SETTLEMENT DATE.

THIS PRESS RELEASE IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR
FORWARDING, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED
STATES. THIS PRESS RELEASE IS NOT AN OFFER TO SELL SECURITIES OR THE
SOLICITATION OF ANY OFFER TO BUY SECURITIES, NOR SHALL THERE BE ANY OFFER OF
SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.

IN CONNECTION WITH THE OFFERING OF THE BONDS, THE SOLE BOOKRUNNER AND ANY OF
ITS AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP THE
SECURITIES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR ITS OWN
ACCOUNT THE SECURITIES OR ANY OTHER SECURITIES OF THE ISSUER, THE GUARANTORS
OR RELATED INVESTMENTS, AND MAY OFFER OR SELL THE SECURITIES OR OTHER
INVESTMENTS OTHERWISE THAN IN CONNECTION WITH THE OFFERING OF THE BONDS. THE
SOLE BOOKRUNNER DOES NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT
OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY
OBLIGATION TO DO SO. IN ADDITION, THE SOLE BOOKRUNNER AND ITS SUBSIDIARIES AND
AFFILIATES MAY PERFORM SERVICES FOR, OR SOLICIT BUSINESS FROM, THE ISSUER, THE
GUARANTORS OR MEMBERS OF THE ISSUER'S GROUP, MAY MAKE MARKETS IN THE
SECURITIES OF SUCH PERSONS AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN
SUCH SECURITIES.

EACH PROSPECTIVE INVESTOR SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR
THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE ISSUER, THE
GUARANTORS OR THE SOLE BOOKRUNNER MAKE ANY REPRESENTATION AS TO (I) THE
SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE
APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING
IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN
ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THE SOLE BOOKRUNNER IS ACTING ON BEHALF OF THE ISSUER AND THE GUARANTORS AND
NO ONE ELSE IN CONNECTION WITH THE SECURITIES AND THE CONCURRENT REPURCHASE
AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS
AFFORDED TO CLIENTS OF THE SOLE BOOKRUNNER OR FOR PROVIDING ADVICE IN RELATION
TO THE SECURITIES, THE OUTSTANDING BONDS OR THE CONCURRENT REPURCHASE.

ANY ALLOCATION OF THE BONDS IS MADE EXPRESSLY SUBJECT TO THE TERMS AND
DISCLOSURE SET OUT IN THE FINAL TERMS AND CONDITIONS RELATING TO THE BONDS TO
BE PRODUCED IN RESPECT OF THE BONDS IN DUE COURSE, AND ON THE CONDITION THAT
ANY OFFERING OF THE SECURITIES IS COMPLETED AND THAT THE BONDS ARE ISSUED. IN
PARTICULAR, IT SHOULD BE NOTED THAT ANY SUCH OFFERING AND FORMAL DOCUMENTATION
RELATING THERETO WILL BE SUBJECT TO CONDITIONS PRECEDENT AND TERMINATION
EVENTS, INCLUDING THOSE WHICH ARE CUSTOMARY FOR SUCH AN OFFERING. ANY SUCH
OFFERING WILL NOT COMPLETE UNLESS SUCH CONDITIONS PRECEDENT ARE FULFILLED AND
ANY SUCH TERMINATION EVENTS HAVE NOT TAKEN PLACE OR THE FAILURE TO FULFIL SUCH
A CONDITION PRECEDENT OR THE OCCURRENCE OF A TERMINATION EVENT HAS BEEN
WAIVED, IF APPLICABLE. THE SOLE BOOKRUNNER RESERVES THE RIGHT TO EXERCISE OR
REFRAIN FROM EXERCISING THEIR RIGHTS IN RELATION TO THE FULFILMENT OR
OTHERWISE OF ANY SUCH CONDITION PRECEDENT OR THE OCCURRENCE OF ANY TERMINATION
EVENT IN SUCH MANNER AS THEY MAY DETERMINE IN THEIR ABSOLUTE DISCRETION.

POTENTIAL INVESTORS WHO ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS PRESS
RELEASE SHOULD CONSULT THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT
OR OTHER FINANCIAL ADVISER. IT SHOULD BE REMEMBERED THAT THE PRICE OF
SECURITIES AND THE INCOME FROM THEM CAN GO DOWN AS WELL AS UP.

U.S., UK AND EEA SELLING RESTRICTIONS

THIS PRESS RELEASE IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED
STATES. THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN, AND WILL NOT BE,
REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED
STATES, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR DELIVERED, DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES ABSENT REGISTRATION OR AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS UNDER THE SECURITIES ACT. THERE
IS NO INTENTION TO REGISTER ANY SECURITIES REFERRED TO HEREIN IN THE UNITED
STATES OR TO MAKE A PUBLIC OFFERING OF THE SECURITIES IN THE UNITED STATES.

THIS PRESS RELEASE AND THE OFFERING WHEN MADE ARE ONLY ADDRESSED TO, AND
DIRECTED IN, MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") (EACH, A
"MEMBER STATE") AND THE UNITED KINGDOM, AT PERSONS WHO ARE "QUALIFIED
INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION ("QUALIFIED
INVESTORS"). EACH PERSON IN A MEMBER STATE OR IN THE UNITED KINGDOM WHO
INITIALLY ACQUIRES ANY BONDS OR TO WHOM ANY OFFER OF BONDS MAY BE MADE AND, TO
THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH SUCH PERSON IS ACQUIRING
THE BONDS THAT ARE LOCATED IN A MEMBER STATE OR IN THE UNITED KINGDOM WILL BE
DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED
INVESTOR. FOR THESE PURPOSES, THE EXPRESSION "PROSPECTUS REGULATION" MEANS
REGULATION (EU) 2017/1129 AND REGULATION (EU) 2017/1129 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018, AS AMENDED (THE "EUWA").

Solely for the purposes of the product governance requirements contained
within: (a) EU Directive 2014/65/EU on markets in financial instruments, as
amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive
(EU) 2017/593 supplementing MiFID II; (c) local implementing measures IN THE
EEA; (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUWA ("UK MIFIR"); AND (E) THE FCA HANDBOOK
PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK (together, the "Product
Governance Requirements"), and disclaiming all and any liability, whether
arising in tort, contract or otherwise, which any "manufacturer" (for the
purposes of the Product Governance Requirements) may otherwise have with
respect thereto, the Bonds have been subject to a product approval process,
which has determined that: (i) the target market for the Bonds is (A) IN THE
EEA, eligible counterparties and professional clients only, each as defined in
MiFID II AND (B) IN THE UNITED KINGDOM, ELIGIBLE COUNTERPARTIES (AS DEFINED IN
THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS
DEFINED IN UK MIFIR); and (ii) all channels for distribution of the Bonds to
eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Bonds (a "Distributor")
should take into consideration the manufacturer's target market assessment;
however, a Distributor subject to MiFID II OR THE FCA HANDBOOK PRODUCT
INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK is responsible for undertaking
its own target market assessment in respect of the Bonds (by either adopting
or refining the manufacturer's target market assessment) and determining
appropriate distribution channels.

The target market assessment is without prejudice to the requirements of any
contractual or legal selling restrictions in relation to any offering of the
Bonds.

For the avoidance of doubt, the target market assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of MiFID
II OR UK MIFIR; or (b) a recommendation to any investor or group of investors
to invest in, or purchase, or take any other action whatsoever with respect to
the Bonds.

The BondS are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the EEA OR THE UNITED KINGDOM. For these purposes, a retail
investor means (A) IN THE EEA, a person who is one (or more) of: (i) a retail
client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a
customer within the meaning of Directive (EU) 2016/97, where that customer
would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II AND (B) IN THE UNITED KINGDOM, A PERSON WHO IS ONE (OR MORE)
OF (I) A RETAIL CLIENT, AS DEFINED IN POINT (8) OF ARTICLE 2 OF REGULATION
(EU) NO 2017/565 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF
THE EUWA OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF THE FSMA
AND ANY RULES OR REGULATIONS MADE UNDER THE FSMA TO IMPLEMENT DIRECTIVE (EU)
2016/97, WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT, AS
DEFINED IN POINT (8) OF ARTICLE 2(1) OF REGULATION (EU) NO 600/2014 AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA.

Consequently, no key information document required by Regulation (EU) No
1286/2014, as amended (the "PRIIPs Regulation") OR THE PRIIPS REGULATION AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA (THE "UK
PRIIPS REGULATION") for offering or selling the Bonds or otherwise making them
available to retail investors in the EEA OR THE UNITED KINGDOM has been
prepared and therefore offering or selling the Bonds or otherwise making them
available to any retail investor in the EEA OR THE UNITED KINGDOM may be
unlawful under the PRIIPS Regulation AND/OR THE UK PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM THIS PRESS RELEASE IS BEING DISTRIBUTED
ONLY TO, AND IS DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN
ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL
PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS
FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM IT MAY
OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED
TO AS "RELEVANT PERSONS"). THIS PRESS RELEASEMUST NOT BE ACTED ON OR RELIED ON
(I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II)
IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS.
ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS PRESS RELEASE RELATES IS
AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE
ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED
INVESTORS IN MEMBER STATES OF THE EEA.

IMPORTANT NOTICE RELATING TO THE CONCURRENT REPURCHASE AND THE EXCHANGE OFFER

OFFER RESTRICTIONS

United States

NEITHER The Concurrent Repurchase NOR THE EXCHANGE OFFER is being made, and
will not be made, directly or indirectly, in or into, or by use of the mail
of, or by any means or instrumentality of interstate or foreign commerce of,
or of any facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission, electronic mail,
telex, telephone and the internet.

The Outstanding Bonds may not be tendered in the Concurrent Repurchase OR
EXCHANGED PURSUANT TO THE EXCHANGE OFFER by any such use, means,
instrumentality or facility from or within the United States or by persons
located or resident in the United States. Accordingly, copies of this PRESS
RELEASE and any other documents or materials relating to the Concurrent
Repurchase OR THE EXCHANGE OFFER are not being, and must not be, directly or
indirectly, mailed or otherwise RELEASED, transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States OR ANY PERSONS LOCATED OR RESIDENT IN THE UNITED
STATES. Any purported tender OR EXCHANGE of Outstanding Bonds in the
Concurrent Repurchase OR EXCHANGE OFFER, AS THE CASE MAY BE, resulting
directly or indirectly from a violation of these restrictions will be invalid
and any purported tender OR EXCHANGE of Outstanding Bonds in the Concurrent
Repurchase OR EXCHANGE OFFER, AS THE CASE MAY BE, made by a person located in
the United States or any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from within the
United States will be invalid and will not be accepted.

Each holder of Outstanding Bonds participating in the Concurrent Repurchase
AND/OR EXCHANGE OFFER will represent that it is not located in the United
States and is not participating in such Concurrent Repurchase OR EXCHANGE
OFFER, AS THE CASE MAY BE, from the United States, or it is acting on a
non-discretionary basis for a principal located outside the United States that
is not giving an order to participate in such Concurrent Repurchase from the
United States. For the purposes of this and the above two paragraphs, "United
States" means the United States of America, its territories and possessions,
any state of the United States of America and the District of Columbia.

United Kingdom

The communication of this PRESS RELEASE and any other documents or materials
relating to the Concurrent Repurchase OR THE exchange offer is not being made,
and such documents and/or materials have not been approved, by an authorised
person for the purposes of Section 21 of the 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 as a financial promotion is only being made to those persons
in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Promotion Order)
or persons who are within Article 43(2) or 49(2)(a) to (d) of the Financial
Promotion Order or any other persons to whom it may otherwise lawfully be made
under the Financial Promotion Order.

Italy

None of this PRESS RELEASE or any other documents or materials relating to the
Concurrent Repurchase have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB")
pursuant to Italian laws and regulations.

The Concurrent Repurchase is being carried out in the Republic of Italy as an
exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative
Decree No. 58 of 24 February 1998, as amended (the "Italian Financial Services
Act") and article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May
1999, as amended (the "Issuers' Regulation"). Accordingly, the Concurrent
Repurchase is only addressed to holders of Outstanding Bonds located in the
Republic of Italy who are "qualified investors" (investitori qualificati) as
defined pursuant to and within the meaning of Article 2(1)(e) of the
Regulation (EU) 2017/1129 and article 34-ter, paragraph 1, letter b) of the
Issuers' Regulation.

Holders or beneficial owners of the Outstanding Bonds located in the Republic
of Italy can tender some or all of their Outstanding Bonds pursuant to the
Concurrent Repurchase through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such activities in the
Republic of Italy in accordance with the Italian Financial Services Act,
CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time,
and Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with requirements imposed
by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Outstanding Bonds or the Concurrent Repurchase or the exchange offer.

France

This PRESS RELEASE and any other offering material relating to the Concurrent
Repurchase may not be distributed in the Republic of France except to
qualified investors as defined in Article 2(e) of the Prospectus Regulation.

JERSEY

NO PERSON SHALL, WITHOUT THE CONSENT OF THE JERSEY FINANCIAL SERVICES
COMMISSION, CIRCULATE IN JERSEY THIS PRESS RELEASE OR ANY offer for
subscription, sale or exchange of the bonds or outstanding bonds.

General

Neither this PRESS RELEASE nor the electronic transmission thereof constitutes
an offer to buy or the solicitation of an offer to sell bonds (and tenders of
Outstanding Bonds for purchase pursuant to the Concurrent Repurchase OR
EXCHANGE PURSUANT TO THE EXCHANGE OFFER will not be accepted from holders of
Outstanding Bonds) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities, blue sky or other laws
require the Concurrent Repurchase or the exchange offer to be made by a
licensed broker or dealer and the Sole Bookrunner or any of its affiliates is
such a licensed broker or dealer in any such jurisdiction, the Concurrent
Repurchase and the exchange offer shall be deemed to be made by such Sole
Bookrunner or such affiliate, as the case may be, on behalf of the Issuer in
such jurisdiction.

DEEMED REPRESENTATIONS AND UNDERTAKINGS BY HOLDERS OF THE OUTSTANDING BONDS IN
RESPECT OF THE CONCURRENT REPURCHASE and exchange offerBy submitting an offer
to either sell Outstanding Bonds in the Concurrent Repurchase or exchange
Outstanding Bonds pursuant to the Concurrent Repurchase, a holder of
Outstanding Bonds and any intermediary on such holder's behalf will be deemed
to MAKE CERTAIN agreements, acknowledgements, representations, warranties and
undertakings to the Issuer and the Sole Bookrunner on the date of submission
of such offer and on the settlement date for the Concurrent Repurchase or the
exchange offer, as FURTHER Set out in the launch term Sheet relating to the
concurrent Repurchase.

 

 

 

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/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCZZGGLNKZGDZM