REG - Aston Martin Lagonda - Tender offer for portion of outstanding notes

Aston Martin Lagonda Global HoldingsAnnouncement

29/09/2022 08:45

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RNS Number : 1458B  Aston Martin Lagonda Glob.Hldgs PLC  29 September 2022

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT). NOT FOR RELEASE,
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INTO AUSTRALIA, CANADA, JAPAN, CHINA OR SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE SUCH ACTIVITY WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER TO BUY
OR SELL, OR AN INVITATION OR SOLICITATION OF AN OFFER TO BUY OR SELL,
SECURITIES IN ANY JURISDICTION. THE INFORMATION CONTAINED HEREIN DOES NOT
CONSTITUTE OR FORM PART OF ANY OFFER TO ISSUE OR SELL OR TENDER, OR ANY
SOLICITATION OF ANY OFFER TO SUBSCRIBE OR PURCHASE, ANY INVESTMENTS IN ANY
JURISDICTION.

29 September 2022

 

Aston Martin Lagonda Global Holdings plc

 

Tender Offer by Aston Martin Capital Holdings Limited for a Portion of Its
Outstanding Notes

Aston Martin Lagonda Global Holdings plc ("Aston Martin", "Aston Martin
Lagonda" or the "Company") today announces

·      Commencement of tender offer for Aston Martin Capital Holdings
Limited's outstanding notes

·      Tender offer follows Company's equity capital raise of
approximately £653.8 million, first announced on 15 July 2022 and
successfully completed, as announced on 28 September 2022

·      Tender offer for up to a total Tender Consideration (defined
below) of $200 million relating to the Notes, consistent with the Company's
plan to use up to half of the equity issuance proceeds for debt repayment

 

Commencement of Tender Offer

Following the Company's announcement on 15 July 2022 of a c. £653.8 million
equity capital raise, which was successfully completed, as announced on 28
September 2022, the Company announces that its wholly owned indirect
subsidiary, Aston Martin Capital Holdings Limited (the "Issuer"), has
commenced offers to purchase for cash (each such offer, an "Offer," and
together, the "Offers") up to a total Tender Consideration (defined below) of
$200,000,000 (although the Issuer reserves the right, in its sole discretion,
to increase or decrease the proposed Tender Consideration) at prices to be
determined pursuant to an Unmodified Dutch Auction Procedure (as defined in
the Offer to Purchase) relating to its outstanding 10.5% Senior Secured Notes
due 2025 (the "Senior Secured Notes") and 15.0% Second Lien Split Coupon Notes
due 2026 (the "Second Lien Notes," and together with the Senior Secured Notes,
the "Notes"), upon the terms and subject to the conditions set forth in the
Issuer's Offer to Purchase dated 29 September 2022 (as it may be amended or
supplemented from time to time, the "Offer to Purchase").

The Offers will expire at 4:00 p.m., London time, on 7 October 2022, unless
extended (such date and time, as the same may be extended, the "Expiration
Time"). The Issuer reserves the right to extend, amend or terminate the Offers
at any time. The deadlines set by any custodian, Direct Participant (as
defined in the Offer to Purchase), intermediary or Clearing System (as defined
in the Offer to Purchase) may be earlier than this deadline and holders of
Notes (the "Holders") should contact the intermediary through which they hold
their Notes to ensure proper and timely delivery of tenders.

Certain information regarding the Notes and the terms of the Offers is
summarized in the table below.

 Description of Notes                                                     ISIN / CUSIP               Outstanding Principal Amount  Purchase Consideration                                               Minimum Purchase Price  Tender Consideration
 10.5% Senior Secured Notes due 2025 (the "Senior Secured Notes")         USG05891AH20 /             $1,184,000,000                To be determined pursuant to an Unmodified Dutch Auction Procedure.  100.000%                The aggregate cash consideration, excluding any Accrued Interest (as defined

                                                                                                                                                     in the Offer to Purchase), to be paid by the Issuer to purchase the Notes
                                                                          G05891AH2                                                                                                                                             validly tendered and accepted for purchase in the Offers is a total amount of

                                                                                                                                                     up to $200,000,000 (although the Issuer reserves the right, in its sole
                                                                                                                                                                                                                                discretion, to significantly increase or decrease the proposed Tender
                                                                                                                                                                                                                                Consideration and accept significantly less than or more than such amount for
                                                                                                                                                                                                                                purchase pursuant to the Offers).
 15.0% Second Lien Split Coupon Notes due 2026 (the "Second Lien Notes")  USG05891AG47 / G05891 AG4  $366,106,817((1))                                                                                  105.000%

(1)            This amount includes the amount of payment-in-kind
interest added to the original aggregate principal amount of the Second Lien
Notes of $335,000,000 since issuance, as of May 1, 2022.

The "Tender Consideration" for Notes validly tendered and accepted for
purchase pursuant to the Offers shall be as set forth in the table above. In
respect of Notes validly tendered that are accepted for purchase, the Issuer
will pay the Tender Consideration on the Settlement Date (defined below). The
Issuer will announce the results of the Offers as soon as reasonably
practicable on the Business Day (as defined in the Offer to Purchase)
following the Expiration Time. The settlement date with respect to Notes
validly tendered that are accepted for purchase by the Issuer is expected to
occur on 11 October 2022, being the Business Day following the announcement of
the results of the Offers (the "Settlement Date").

The Issuer will only accept tenders with respect to the Senior Secured Notes
held on the Regulation S Global Note bearing ISIN USG05891AH20 and with
respect to the Second Lien Notes held on the Regulation S Global Note bearing
ISIN USG05891AG47. The Issuer will not accept tenders with respect to the
Senior Secured Notes held on the Rule 144A Global Note bearing ISIN
US04625HAG48, or with respect to the Second Lien Notes held on the Rule 144A
Global Note bearing ISIN US04625HAE99 or the IAI Global Note bearing ISIN
US04625HAF64. In order to participate in the Offers, each Eligible Holder (as
defined below) of the Senior Secured Notes held on the Rule 144A Global Note
bearing ISIN US04625HAG48 or of the Second Lien Notes held on the Rule 144A
Global Note bearing ISIN US04625HAE99 or the IAI Global Note bearing ISIN
US04625HAF64 who is not a U.S. person and is located outside the United States
and otherwise complies with the restrictions in the Offer to Purchase must,
prior to the Expiration Time, exchange such Senior Secured Notes held on the
Rule 144A Global Note bearing ISIN US04625HAG48, Second Lien Notes held on the
Rule 144A Global Note bearing ISIN US04625HAE99 or Second Lien Notes held on
the IAI Global Note bearing ISIN US04625HAF64 for Senior Secured Notes held on
the Regulation S Global Note bearing ISIN USG05891AH20 or Second Lien Notes
held on the Regulation S Global Note bearing ISIN USG05891AG47, as applicable,
in accordance with the procedures specified in the Senior Secured Indenture
(as defined in the Offer to Purchase) or the Second Lien Indenture (as defined
in the Offer to Purchase), as applicable.

Holders of Notes validly tendered that are accepted for purchase by the Issuer
will, on the Settlement Date, receive the Tender Consideration in respect of
such Notes, plus any accrued and unpaid interest from the interest payment
date for the relevant Notes immediately preceding the Settlement Date to, but
not including, the Settlement Date.

Payment for Notes validly tendered and not validly withdrawn pursuant to the
Offers is subject to the satisfaction of certain conditions. However, the
Offers are not conditioned upon any minimum amount of Notes being tendered.
The Issuer reserves the right, in its sole discretion, to waive any and all
conditions to the Offers.

Eligible Holders (defined below) may not withdraw valid tenders of Notes in
the Offers except under the limited circumstances set forth in the Offer to
Purchase.

The Offers are being made only to Eligible Offerees (as defined in the Offer
to Purchase) who hold Notes through the Clearing Systems (the "Eligible
Holders") and who have represented to the Issuer pursuant to the deemed
representations described in the Offer to Purchase that they are eligible to
participate in the Offers. Only Eligible Holders are authorized to receive or
review the Offer to Purchase or to participate in the Offers. The Offers are
not being made to any U.S. person (as defined in Regulation S under the
Securities Act) or to any person in the United States. The Offers are being
made to dealers or other professional fiduciaries located outside the United
States or acting on a discretionary basis only for the benefit or account of
non-U.S. persons located outside the United States.

The Issuer has retained J.P. Morgan Securities plc ("J.P. Morgan") and
Barclays Bank PLC ("Barclays") to act as dealer managers in connection with
the Offers. Questions about the Offers may be directed to J.P. Morgan at +44
207 134 4353 or liability_management_EMEA@jpmorgan.com
(mailto:liability_management_EMEA@jpmorgan.com) , or to Barclays at +44 203
134 8515 or eu.lm (mailto:eu.lm@barclays.com) @barclays.com
(mailto:eu.lm@barclays.com) . Copies of the Offer documents and other related
documents may be obtained from Morrow Sodali Limited, the information and
tender agent for the Offers, subject to eligibility and registration, on the
Tender Offer Website: https://projects.morrowsodali.com/AstonMartin
(https://projects.morrowsodali.com/AstonMartin) ; at +852 2319 4130 (Hong
Kong) or +44 20 4513 6933 (London), or AstonMartin@investor.morrowsodali.com
(mailto:AstonMartin@investor.morrowsodali.com) .

The Offers are being made solely by means of the Offer documents. Under no
circumstances shall this press release constitute an offer to purchase or the
solicitation of an offer to sell the Notes or any other securities of the
Issuer or any other person, nor shall there be any offer or sale of any Notes
or other securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction. In addition, nothing
contained herein constitutes a notice of redemption of the Notes. No
recommendation is made as to whether Holders of the Notes should tender their
Notes.

 

Enquiries

 Investors and Analysts
 Sherief Bakr        Director of Investor Relations              +44 (0)7789 177547

sherief.bakr@astonmartin.com


 Holly Grainger      Deputy Head, Investor Relations             +44 (0)7442 989551

holly.grainger@astonmartin.com

 Media
 Kevin Watters       Director of Communications                  +44 (0)7764 386683

kevin.watters@astonmartin.com

 Paul Garbett        Head of Corporate and Brand Communications  +44 (0)7501 380799

paul.garbett@astonmartin.com

 Grace Barnie        Corporate Communications Manager            +44 (0)7880 903490

grace.barnie@astonmartin.com

 Tulchan Communications
 Harry Cameron and Simon Pilkington                              +44 (0)20 7353 4200

 J.P. Morgan (Dealer Manager)

 Robert Constant                                                 +44 (0)20 7134 4353

 James A. Kelly

 Natalie Day Netter

 Quentin Plessis

 Barclays (Dealer Manager)

 Enrico Chiapparoli                                              +44 (0) 20 7623 2323

 Lawrence Jamieson

 Alastair Blackman

 Arthur Schuetz

 

IMPORTANT NOTICES

This announcement is not for publication or distribution, directly or
indirectly, in or into to any person located or resident in the United States,
its territories and possessions, any state of the United States or the
District of Columbia (the "United States") or to any U.S. person (as defined
in Regulation S under the Securities Act ("Regulation S")) or in or into any
other jurisdiction where it is unlawful to distribute this document. This
announcement does not contain or constitute an offer for sale or the
solicitation of an offer to purchase, or an offer to tender or the
solicitation or invitation of an offer to tender, securities in the United
States. No securities referred to herein have been or will be registered under
the US Securities Act of 1933, as amended (the "Securities Act"), or under any
securities laws of any state or other jurisdiction of the United States and
such securities may not be offered, sold, taken up, exercised, resold,
renounced, transferred or delivered, directly or indirectly, within the
United States except pursuant to an applicable exemption from or in a
transaction not subject to the registration requirements of the Securities Act
and in compliance with any applicable securities laws of any state or other
jurisdiction of the United States. No public offering or tender offer of
securities is being made in the United States. No securities referred to
herein, nor this announcement nor any other document connected with the
proposed transactions referred to herein, have been or will be approved or
disapproved by the United States Securities and Exchange Commission or by the
securities commissions of any state or other jurisdiction of the United
States or any other regulatory authority, and none of the foregoing
authorities or any securities commission has passed upon or endorsed the
merits of the proposed transactions or the securities referred to herein or
the adequacy of this announcement or any other document connected with the
proposed transactions referred to herein. Any representation to the contrary
is a criminal offence in the United States.

This announcement is for information purposes only and is not intended to and
does not constitute or form part of any offer or invitation to purchase or
subscribe for or tender, or any solicitation to purchase or subscribe for or
tender, any securities in any jurisdiction. No offer or invitation to purchase
or subscribe for or tender, or any solicitation to purchase or subscribe for
or tender, any securities will be made in any jurisdiction in which such an
offer or solicitation is unlawful. The information contained in this
announcement is not for release, publication or distribution to persons
in the United States or Australia, Canada, Japan, the People's Republic
of China or the Republic of South Africa, and should not be distributed,
forwarded to or transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.

No representations or warranties, express or implied, are made as to, and no
reliance should be placed on, the accuracy, fairness or completeness of the
information presented or contained in this release. This release contains
certain forward-looking statements, which are based on current assumptions and
estimates by the management of the Company. Past performance cannot be relied
upon as a guide to future performance and should not be taken as a
representation that trends or activities underlying past performance will
continue in the future. Such statements are subject to numerous risks and
uncertainties that could cause actual results to differ materially from any
expected future results in forward-looking statements. These risks may
include, for example, changes in the global economic situation, and changes
affecting individual markets and exchange rates.

The Company provides no guarantee that future development and future results
achieved will correspond to the forward-looking statements included here and
accepts no liability if they should fail to do so. The Company undertakes no
obligation to update these forward-looking statements and will not publicly
release any revisions that may be made to these forward-looking statements,
which may result from events or circumstances arising after the date of this
release.

This release is for informational purposes only and does not constitute or
form part of any invitation or inducement to engage in investment activity,
nor does it constitute an offer or invitation to buy or sell any securities,
in any jurisdiction including the United States, or a recommendation in
respect of buying, holding or selling any securities.

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority ("FCA") and not a
prospectus and not an offer to sell or buy, or a solicitation of an offer to
subscribe for or to acquire or tender, securities. Neither this announcement
nor anything contained herein shall form the basis of, or be relied upon in
connection with, any offer or commitment whatsoever in any jurisdiction.
Investors should not purchase or subscribe for or tender any transferable
securities referred to in this announcement.

J.P. Morgan Securities plc (which conducts its UK investment banking
business as J.P. Morgan) is authorised by the Prudential Regulation Authority
(the "PRA") and regulated by the PRA and FCA. J.P. Morgan is acting for the
Issuer and no other person in connection with this announcement and the
proposed transactions described herein and will not be responsible to anyone
other than the Issuer for providing the protections afforded to clients of
J.P. Morgan nor for providing advice to any person in relation to the proposed
transactions described herein or any other matter referred to in this
announcement.

Barclays Bank PLC, acting through its investment bank ("Barclays"), which is
authorised by the PRA and regulated in the United Kingdom by the FCA and the
PRA, is acting for the Issuer and no other person in connection with this
announcement and the proposed transactions described herein and will not be
responsible to anyone other than the Issuer for providing the protections
afforded to clients of Barclays nor for providing advice to any person in
relation to the proposed transactions described herein or any other matter
referred to in this announcement.

None of J.P. Morgan nor Barclays, nor any of their respective subsidiaries,
branches or affiliates, nor any of their respective directors, officers or
employees owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of J.P. Morgan or Barclays in
connection with this announcement, any statement contained herein, or
otherwise.

 

 

Offer and Distribution Restrictions

Neither this announcement nor the Offer to Purchase constitutes an invitation
to participate in the Offers in any jurisdiction in which, or to any person to
or from whom, it is unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of this
announcement and/or the Offer to Purchase may be restricted by law in certain
jurisdictions. Persons into whose possession this announcement and/or the
Offer to Purchase comes, or who access the Tender Offer Website (as defined in
the Offer to Purchase), are required by the Issuer, the Dealer Managers (as
defined in the Offer to Purchase) and the Information and Tender Agent (as
defined in the Offer to Purchase) to inform themselves about, and to observe,
any such restrictions. None of the Issuer, the Dealer Managers or the
Information and Tender Agent will incur any liability for its own failure or
the failure of any other person or persons to comply with the provisions of
any such restrictions.

United States

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails 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, the internet
and other forms of electronic communication. The Notes may not be tendered in
the Offers 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 announcement, the Offer to Purchase and/or any
other documents or materials relating to the Offers are not being, and must
not be, directly or indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
to U.S. persons (as such term is defined in Regulation S), in or into the
United States or to any persons located or resident in the United States. Any
purported tender of Notes in an Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
Notes made by a U.S. person, a person located in the United States or any
agent, fiduciary or other intermediary acting for a principal located in the
United States will be invalid and will not be accepted. The Offers are being
made and may be accepted by dealers or other professional fiduciaries in the
United States acting on a discretionary basis only for the benefit or account
of non-U.S. persons located outside the United States.

Each Holder of Notes participating in an Offer will represent that it is a
non-U.S. person (as such term is defined in Regulation S) located outside the
United States or a dealer or other professional fiduciary in the United States
acting on a discretionary basis only for the benefit or account of non-U.S.
persons located outside the United States. For the purposes of this and the
above paragraph, "United States" means United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state
of the United States of America and the District of Columbia.

Belgium

The Offers, this announcement, the Offer to Purchase and/or any other
documents or materials relating to the Offers have not been submitted to and
will not be submitted for approval or recognition to the Belgian Financial
Services and Markets Authority (Autoriteit voor financiële diensten en
markten / Autorité des services marches financiers) and, accordingly, the
Offers may not be made in Belgium by way of a public offering, as defined in
Articles 3 and 6 of the Belgian Law of April 1, 2007 on public takeover bids
as amended or replaced from time to time. Accordingly, the Offers may not be
advertised and the Offers will not be extended, and neither this announcement
nor the Offer to Purchase nor any other documents or materials relating to the
Offers (including any memorandum, information circular, brochure or any
similar documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than "qualified
investors" in the sense of Article 10 of the Belgian Law of June 16, 2006 on
the public offer of placement instruments and the admission to trading of
placement instruments on regulated markets, acting on their own account.
Insofar as Belgium is concerned, this announcement and/or the Offer to
Purchase has been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offers. Accordingly, the
information contained in this announcement and/or the Offer to Purchase may
not be used for any other purpose or disclosed to any other person in Belgium.

France

The Offers are not being made directly or indirectly to the public in France.
Neither this announcement nor the Offer to Purchase, nor any other offering
material or information relating to the Offers, has been or will be submitted
for clearance to or approved by the Autorité des Marchés Financiers and they
may not be released, issued, or distributed or caused to be released, issued,
or distributed, directly or indirectly, to the public in France, except to (i)
providers of investment services relating to portfolio management for the
account of third parties (personnes fournissant le service d'investissement de
gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés), other than individuals, in each case acting on
their own account, all as defined in, and in accordance with, Articles L.
411-1, L. 411-2, D. 411-1 to D. 411-3, D. 744-1, D. 754-1 and D. 764-1 of the
French Code Monétaire et Financier. Please note that the addressee shall not
resell or otherwise retransfer, directly or indirectly, the Notes to the
public in the France other than in compliance with Articles L. 411-1, L.
411-2, L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code Monétaire et
Financier.

Grand Duchy of Luxembourg

Neither this announcement nor the Offer to Purchase nor any other documents or
materials relating to the Offers have been approved by and will not be
submitted for approval to the Luxembourg Financial Services Authority
(Commission de Surveillance du Secteur Financier) for purposes of public
offering in the Grand Duchy of Luxembourg. Accordingly, the Offers may not be
made to the public in Luxembourg, directly or indirectly, and neither this
announcement nor the Offer to Purchase, nor any other offering circular,
prospectus, form of application, advertisement or other material relating to
the Offers may be distributed, or otherwise made available in, from, or
published in, Luxembourg except in circumstances which do not constitute a
public offer of securities to the public, subject to prospectus requirements,
in accordance with the Luxembourg Act of July 10, 2005 on prospectuses for
securities, as amended, and implementing the Prospectus Directive, as amended.
Consequently, this announcement, the Offer to Purchase and/or any other
offering circular, prospectus, form of application, advertisement or other
material may only be distributed to (i) Luxembourg qualified investors as
defined in the Luxembourg Act of July 10, 2005 on prospectuses for securities,
as amended, and (ii) no more than 149 prospective investors, which are not
qualified investors.

Italy

None of the Offers, this announcement, the Offer to Purchase and/or any other
documents or materials relating to the Offers has been submitted to the
clearance procedures of the Commissione Nazionale per le Societa e la Borsa
("CONSOB") pursuant to Italian laws and regulations. The Offers are being
carried out in Italy as an exempted offer 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, letter
b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders who are
located in Italy may tender Notes for purchase in the Offers 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. 16190 of October 29,
2007, as amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.

United Kingdom

The Offers, this announcement, the Offer to Purchase and/or any other
documents or materials relating to the Offers are not being submitted to and
such documents and/or materials have not been approved by an authorized person
for the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom, and are
only for circulation to persons outside the United Kingdom or to persons
within the United Kingdom falling within the definition of "investment
professionals" (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")) or within Article 43 of the Financial Promotion Order, or to other
persons to whom it may lawfully be communicated in accordance with the
Financial Promotion Order.

General

None of this announcement, the Offer to Purchase and/or any related documents
constitutes an offer to buy or the solicitation of an offer to sell the Notes
(and such tenders of Notes in the Offers will not be accepted from Holders) in
any circumstances in which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require the Offers
to be made by a licensed broker or dealer or similar and the Dealer Managers
or any of their respective affiliates is such a licensed broker or dealer or
similar in any such jurisdiction, such Offers shall be deemed to be made by
the Dealer Managers or such affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.

Neither this announcement nor the Offer to Purchase has been filed with or
reviewed by any foreign, U.S. federal or state securities commission or
regulatory authority, and no such commission or authority has passed upon the
accuracy or adequacy of this announcement and/or the Offer to Purchase. Any
representation to the contrary is unlawful and may be a criminal offense.

Each Holder participating in the Offers will also be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in the "Terms of the Offers-Representations, Warranties
and Covenants of Eligible Holders Tendering Notes" section of the Offer to
Purchase. Any tender of the Notes for purchase pursuant to the Offers from a
Holder that is unable to make these representations may be rejected. Each of
the Issuer, the Dealer Managers and the Information and Tender Agent reserves
the right, in its absolute discretion (and without prejudice to the relevant
Holder's responsibility for the representations made by it), to investigate,
in relation to any tender of Notes for purchase pursuant to the Offers,
whether any such representation given by a Holder is correct and, if such
investigation is undertaken and as a result the Issuer determines (for any
reason) that such representation is not correct, such tender may be rejected.

 

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