REG - Atlas Copco AB - Tender Offer

Atlas Copco ABAnnouncement

24/03/2025 09:00

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RNS Number : 8576B  Atlas Copco AB  24 March 2025

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.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING, BUT NOT LIMITED TO, PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS),
ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE
UNITED STATES) OR TO ANY U.S. PERSON OR IN OR INTO ANY OTHER JURISDICTION OR
TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).

Atlas Copco AB announces Tender Offer for its €500,000,000 0.625 per cent.
Notes due 30 August 2026

24 March 2025. Atlas Copco AB (the Company) announces today its invitation to
holders of the outstanding €500,000,000 0.625 per cent. Notes due 30 August
2026 (ISIN: XS1482736185) (the Notes), issued by the Company, to tender their
Notes for purchase by the Company, for cash subject to satisfaction or waiver
of the New Financing Condition (as defined below) and the other conditions
described in the Tender Offer Memorandum (as defined below) (such invitation
the Offer).  The Offer is being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 24 March 2025 (the
Tender Offer Memorandum) prepared by the Company, and is subject to the offer
and distribution restrictions set out below and as more fully described in the
Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to the offer and
distribution restrictions) available from the Tender Agent as set out below.
Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.

Summary of the Offer

A summary of certain of the terms of the Offer appear below:

 Description of the Notes                                 ISIN/ Common Code        Outstanding Nominal Amount  Reference                   Purchase Spread  Amount subject to the Offer

Rate
 €500,000,000 0.625 per cent. Notes due 30 August 2026    XS1482736185 /148273618  €500,000,000                Interpolated Mid-Swap Rate  0 bps            Subject as set out herein, up to €250,000,000 in aggregate nominal amount of
                                                                                                                                                            the Notes (the Maximum Acceptance Amount), although the Company reserves the
                                                                                                                                                            right, in its sole discretion, to accept significantly more or significantly
                                                                                                                                                            less than (or none of) the Maximum Acceptance Amount for purchase pursuant to
                                                                                                                                                            the Offer

Rationale for the Offer

The Offer is being made (subject to the New Financing Condition) as part of
the Company's ongoing prudent management of its liabilities to enable it to
proactively manage its refinancing requirements.

Purchase Price and Accrued Interest

The Company will, on the Settlement Date, pay for Notes validly tendered and
accepted for purchase by the Company pursuant to the Offer, a cash purchase
price for such Notes (expressed as a percentage) (the Purchase Price) to be
determined at or around 12.00 p.m. (CEST) on 31 March 2025 (the Pricing Time)
(subject to the right of the Company to amend such time and date in its sole
discretion and without prior notice to Noteholders) in the manner further
described in the Tender Offer Memorandum by reference to the Purchase Yield,
which shall equal the sum of (i) the Purchase Spread specified in the table on
page 1 of this announcement; and (ii) the Interpolated Mid-Swap Rate.

The Purchase Price will be determined in accordance with market convention and
expressed as a percentage of the nominal amount of Notes accepted for purchase
pursuant to the Offer (rounded to the nearest 0.001 per cent., with 0.0005 per
cent. rounded upwards) and is intended to reflect a yield to the Maturity Date
on the Settlement Date based on the Purchase Yield.

Specifically, the Purchase Price will equal (a) the value of all remaining
payments of principal and interest on the Notes up to and including the
Maturity Date, discounted to the Settlement Date at a discount rate equal to
the Purchase Yield, minus (b) any Accrued Interest for the Notes.

The Company will also pay an Accrued Interest Payment in respect of Notes
accepted for purchase pursuant to the Offer.

Final Acceptance Amount and Scaling

The Company proposes that (subject to satisfaction or waiver of the New
Financing Condition) the aggregate nominal amount of Notes (if any) which it
will accept for purchase pursuant to the Offer will be an amount of up to
€250,000,000 (the Maximum Acceptance Amount), although the Company reserves
the right, in its sole and absolute discretion, to accept significantly more
or significantly less than (or none of) the Maximum Acceptance Amount for
purchase pursuant to the Offer (the final nominal amount accepted for purchase
pursuant to the Offer being the Final Acceptance Amount).

If the Company decides to accept any validly tendered Notes for purchase
pursuant to the Offer and the aggregate nominal amount of Notes validly
tendered for purchase is greater than the Final Acceptance Amount, the Company
intends in its sole and absolute discretion to accept such Notes for purchase
on a pro rata basis such that the aggregate nominal amount of Notes accepted
for purchase pursuant to the Offer is no greater than the Final Acceptance
Amount. See "Further Information and Terms and Conditions - Scaling of
Tenders" in the Tender Offer Memorandum.

New Financing Condition

Atlas Copco Finance DAC (the Issuer), a subsidiary of the Company announced on
24 March 2025 its intention to issue a new series of euro-denominated fixed
rate notes (the New Notes) guaranteed by the Company pursuant to their
U.S.$.6,000,000,000 Euro Medium Term Note Programme (the Programme) subject to
market conditions, the proceeds of which will be used, in whole or in part, to
finance the Offer.  Whether the Company will accept for purchase Notes
validly tendered in the Offer is subject (unless such condition is waived by
the Company in its sole and absolute discretion), without limitation, to the
successful completion (in the sole determination of the Company) of the issue
of the New Notes (the New Financing Condition).

Even if the New Financing Condition is satisfied (or waived), the Company is
not under any obligation to accept for purchase any Notes validly tendered
pursuant to the Offer.  The acceptance for purchase by the Company of Notes
validly tendered pursuant to the Offer is at the sole and absolute discretion
of the Company and tenders may be rejected by the Company for any reason.

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in (i) the base prospectus dated 21 March
2025 (the Base Prospectus) prepared in connection with the Programme; and (ii)
the final terms to be prepared in connection with the New Notes (the Final
Terms), and no reliance is to be placed on any representations other than
those contained in the Base Prospectus.

Allocation of the New Notes

The Issuer will, in connection with the allocation of the proposed issue of
New Notes by or on behalf of the Issuer, consider among other factors whether
or not the relevant Noteholder seeking an allocation of the New Notes has
validly tendered, or indicated a firm intention to the Company or any Dealer
Manager to tender, their Notes pursuant to the Offer, and, if so, the
aggregate nominal amount of the Notes validly tendered or intended to be
tendered by such Noteholder (subject to such Noteholder making a separate
application for the subscription of the New Notes to the joint lead managers
of the issue of the New Notes). When considering allocation of the New Notes,
the Issuer may give preference to those Noteholders who, prior to such
allocation, have validly tendered or indicated their firm intention to the
Company or to any Dealer Manager to tender their Notes pursuant to the Offer
and subscribe for New Notes. Any such preference in the allocation of the New
Notes will be applicable up to the aggregate nominal amount of Notes tendered
or firmly indicated to be tendered by such Noteholder pursuant to the Offer.
However, the Issuer is not obliged to allocate the New Notes to a Noteholder
who has validly tendered or indicated a firm intention to tender its Notes for
purchase pursuant to the Offer. Any allocation of the New Notes, while being
considered by the Issuer as set out above, will be made in accordance with
customary new issue allocation processes and procedures and, if New Notes are
allocated, the nominal amount thereof may be less or more than the nominal
amount of Notes tendered by such Noteholder and accepted by the Company
pursuant to the Offer. In the event that a Noteholder validly tenders Notes
for purchase pursuant to the Offer, such Notes will remain subject to such
tender and the conditions of the Offer as set out in the Tender Offer
Memorandum irrespective of whether that Noteholder receives all, part or none
of any allocation of New Notes for which it has applied.

A Noteholder wishing for its Tender Instruction or its intention to tender
Notes to be taken into account in the allocation process for the New Notes
should contact a Dealer Manager (in its capacity as a joint lead manager of
the issue of the New Notes) in accordance with the standard new issue
procedure of such Dealer Manager, or by contacting the Dealer Managers using
the contact details below. The pricing of the New Notes is expected to take
place prior to the Expiration Deadline and, as such, Noteholders are advised
to contact any of the Dealer Managers as soon as possible, and prior to the
allocation of the New Notes in order for this to be taken into account as part
of the New Notes allocation process.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase
Consideration and the Accrued Interest Payment pursuant to, the Offer,
Noteholders must validly tender their Notes by delivering, or arranging to
have delivered on their behalf, a valid Tender Instruction that is received by
the Tender Agent by 5.00 p.m. (CET) on 28 March 2025 (the Expiration
Deadline).  Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the Offer by the
deadlines specified in the Tender Offer Memorandum.  The deadlines set by any
such intermediary and each Clearing System for the submission and withdrawal
of Tender Instructions will be earlier than the relevant deadlines specified
in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of no less than €100,000, being the minimum denomination of the
Notes, and may be submitted in integral multiples of €1,000 thereafter.

Announcement of Results and Pricing

The Company intends to announce, as soon as reasonably practicable following
the Expiration Deadline and prior to the Pricing Time, the aggregate nominal
amount of Notes validly tendered pursuant to the Offer, together with a
non-binding indication of the level at which it expects to set the Final
Acceptance Amount and indicative details of any pro rata scaling applicable to
valid tenders of Notes that will be applied in the event that the Company
decides to accept (subject to satisfaction or waiver of the New Financing
Condition on or prior to the Settlement Date) for purchase valid tenders of
Notes pursuant to the Offer.

If the Offer is not extended or amended by the Company, the results of the
Offer are expected to be announced as soon as reasonably practicable after the
Pricing Time. The Company will announce its decision of whether it will accept
(subject to satisfaction or waiver of the New Financing Condition on or prior
to the Settlement Date) valid tenders of Notes pursuant to the Offer and, if
so accepted: (i) the Final Acceptance Amount; (ii) the Purchase Yield; (iii)
the Interpolated Mid-Swap Rate; (iv) the Purchase Price; (v) details of any
pro rata scaling including the Scaling Factor; (vi) the Accrued Interest
(expressed as a percentage of the nominal amount of the Notes); and (vii) the
nominal amount of Notes that will remain outstanding after the Settlement
Date. See "Further Information and Terms and Conditions - Announcements" in
the Tender Offer Memorandum.

 

Indicative Timetable for the Offer

 Events                                                                               Times and Dates

                                                                                      (All times are CET, unless otherwise indicated)
 Commencement of the Offer
 Announcement of the Offer and the intention of the Issuer to issue the New           Monday, 24 March 2025
 Notes, subject to market conditions.

 Tender Offer Memorandum available from the Tender Agent.
 Pricing of the New Notes
 Expected pricing of the New Notes                                                    Prior to the Expiration Deadline
 Expiration Deadline
 Final deadline for receipt of valid Tender Instructions by the Tender Agent in       5.00 p.m. on
 order for Noteholders to be able to participate in the Offer.

                                                                                      Friday, 28 March 2025
 Announcement of Indicative Results of the Offer

 Announcement by the Company of the aggregate nominal amount of Notes validly         Prior to the Pricing Time on Monday, 31 March 2025
 tendered pursuant to the Offer, together with a non-binding indication of the
 level at which it expects to set the Final Acceptance Amount and indicative
 details of any pro rata scaling applicable to valid tenders of Notes that will
 be applied in the event that the Company decides to accept (subject to
 satisfaction or waiver of the New Financing Condition on or prior to the
 Settlement Date) for purchase valid tenders of Notes pursuant to the Offer.
 Pricing of the Offer

 Determination of the Interpolated Mid-Swap Rate, Purchase Yield and Purchase         At or around 12.00 p.m. (CEST) on Monday, 31 March 2025
 Price.
 Announcement of Acceptance, Results of the Offer and Pricing
 Announcement of whether the Company will accept (subject to satisfaction or          As soon as reasonably practicable after the Pricing Time on Monday, 31 March
 waiver of the New Financing Condition on or prior to the Settlement Date) for        2025
 purchase valid tenders of Notes pursuant to the Offer and, if so accepted, (i)
 the Final Acceptance Amount; (ii) the Purchase Yield; (iii) the Interpolated
 Mid-Swap Rate; (iv) the Purchase Price; (v) details of any pro rata scaling
 including the Scaling Factor; (vi) the Accrued Interest (expressed as a
 percentage of the nominal amount of the Notes); and (vii) the aggregate
 nominal amount of Notes that will remain outstanding after the Settlement
 Date.

 Settlement Date

 Subject to the satisfaction or waiver of the New Financing Condition on or           Wednesday, 2 April 2025
 prior to the Settlement Date, expected Settlement Date for the Offer. Payment
 by the Company of the Purchase Consideration and Accrued Interest Payment in
 respect of the Notes accepted for purchase in the Offer.

The Company may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate the Offer at any time (subject to applicable law and
as provided in the Tender Offer Memorandum) and the above times and dates are
subject to the right of the Company to so extend, re-open, amend, waive any
condition of or terminate the Offer.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, the Offer by the
deadlines set out above.  The deadlines set by any such intermediary and each
Clearing System for the submission or withdrawal of Tender Instructions will
be earlier than the relevant deadlines set out above and in the Tender Offer
Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be
made (i) by publication on the website of the London Stock Exchange
(https://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html)
and (ii) by the delivery of notices to the Clearing Systems for communication
to Direct Participants.  Such announcements may also be made on the relevant
Informa IGM Insider Screen and/or by the issue of a press release to a
Notifying News Service.  Copies of all such announcements, press releases and
notices can also be obtained upon request from the Tender Agent, the contact
details for which are below.  Significant delays may be experienced where
notices are delivered to the Clearing Systems and Noteholders are urged to
contact the Tender Agent for the relevant announcements during the course of
the Offer.  In addition, Noteholders may contact any of the Dealer Managers
for information using the contact details below.

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offer.

Citigroup Global Markets Europe AG and Skandinaviska Enskilda Banken AB (publ)
are acting as Dealer Managers for the Offer and Citibank, N.A., London Branch
is acting as Tender Agent.

Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers.

 The Dealer Managers

 Citigroup Global Markets Europe AG           Skandinaviska Enskilda Banken AB (publ)
 Börsenplatz 9

                                            Kungsträdgårdsgatan 8
 60313 Frankfurt am Main

Germany                                     106 40 Stockholm

 Telephone: +44 20 7986 8969                  Sweden

 Email: liabilitymanagement.europe@citi.com

 Attention: Liability Management Group        Telephone: +44 7818 426149

                                              Email: liabilitymanagementdcm@seb.se

                                              Attention: Liability Management

Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Tender Agent.

 The Tender Agent

 Citibank, N.A., London Branch
 Citigroup Centre

Canada Square

London E14 5LB

United Kingdom

 Telephone +44 (0)20 7508 3867

 Attention: Exchange Team

 Email: citiexchanges@citi.com

This announcement is released by the Company and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing
information relating to the Offer described above. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Daniel Althoff, Vice President: Investor Relations and
Kenneth Lagerborg, Group Treasurer at the Company on 24 March 2025.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum.  This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer.  If any Noteholder is in any doubt as to the
action it should take, it is recommended to seek its own financial and legal
advice, including in respect of any tax consequences, immediately from its
broker, bank manager, solicitor, accountant or other independent financial,
tax or legal adviser.  Any individual or company whose Notes are held on its
behalf by a broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender such Notes pursuant to the
Offer. None of the Company, the Dealer Managers or the Tender Agent (or their
respective directors, employees, advisers or affiliates) makes any
recommendation as to whether Noteholders should tender Notes pursuant to the
Offer or is providing Noteholders with any legal, business, tax or other
advice in this announcement or the Tender Offer Memorandum.

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Notes in the United States or any other jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.

Compliance information for the New Notes:

MiFID II product governance - The target market for the New Notes for the
purposes of Directive 2014/65/EU (as amended, MiFID II) is eligible
counterparties and professional clients only (all distribution channels), each
as defined in MiFID II, and all channels for distribution of the New Notes to
eligible counterparties and professional clients are appropriate.

UK MiFIR product governance - The target market for the New Notes is eligible
counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook), and professional clients only (all distribution channels), as
defined in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (EUWA) (UK MiFIR).

The New Notes 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 European Economic Area (EEA). For these purposes, a "retail
investor" means a person who is one (or more) of: (i) a retail client as
defined in point (11) of MiFID II; (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; or
(iii) not a qualified investor as defined in Regulation (EU) 2017/1129.
Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the New
Notes or otherwise making them available to retail investors in the EEA has
been prepared and therefore offering or selling the New Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.

The New Notes 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 United Kingdom. For these purposes, a "retail investor" means
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 domestic law
of the United Kingdom by virtue of the EUWA; or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000, as
amended (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 UK MiFIR; or
(iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently
no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law of the United Kingdom by virtue of the EUWA (the UK
PRIIPs Regulation) for offering or selling the New Notes or otherwise making
them available to retail investors in the United Kingdom has been prepared and
therefore offering or selling the New Notes or otherwise making them available
to any retail investor in the United Kingdom may be unlawful under the UK
PRIIPs Regulation.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement and/or the Tender Offer Memorandum comes are
required by each of the Company, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions.  Neither this
announcement nor the Tender Offer Memorandum constitutes (i) an offer to buy
or a solicitation of an offer to sell the Notes (and tenders of Notes in the
Offer will not be accepted from Noteholders) in any circumstances in which
such offer or solicitation is unlawful or (ii) an offer to sell or the
solicitation of an offer to buy securities in the United States or any other
jurisdiction.  In those jurisdictions where the securities, blue sky or other
laws require an offer to be made by a licensed broker or dealer and any of the
Dealer Managers or any of their respective affiliates is such a licensed
broker or dealer in any such jurisdiction, the Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be, on behalf
of the Company in such jurisdiction.

United States.  The Offer is 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 or to any U.S. Person (as
defined in Regulation S of the United States Securities Act of 1933, as
amended (each a U.S. Person)). This includes, but is not limited to, facsimile
transmission, electronic mail, telex, telephone, the internet and other forms
of electronic communication. The Notes may not be tendered in the 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 announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Offer are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or trustees) in or
into the United States or to a U.S. Person and the Notes cannot be tendered in
the Offer by any such use, means, instrumentality or facility or from or
within or by persons located or resident in the United States or by a U.S.
Person.  Any purported tender of Notes in the Offer resulting directly or
indirectly from a violation of these restrictions will be invalid and any
purported tender of Notes made by a person located in the United States, a
U.S. Person, or by any person acting for the account or benefit of, a person
located in the United States or a U.S. Person 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.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any Notes or other
securities in the United States or to U.S. Persons. Securities may not be
offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the United States Securities
Act of 1933, as amended (the Securities Act). The New Notes and the guarantee
of the New Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other jurisdiction of
the United States, and the New Notes may not be offered, sold or delivered,
directly or indirectly, in the United States or to, or for the account or
benefit of, U.S. Persons.

Each Noteholder participating in the Offer will represent that it is not
located in the United States and is not participating in the Offer from the
United States, or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in the Offer from the United States. For the purposes of this and the above
two paragraphs, United States means the United States of America, its
territories and possessions (including, but not limited to, Puerto Rico, the
U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern
Mariana Islands), any state of the United States of America and the District
of Columbia.

Italy.  None of the Offer, this announcement, the Tender Offer Memorandum or
any other document or materials relating to the Offer have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The
Offer is being carried out in the Republic of Italy (Italy) as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended.

Accordingly, Noteholders or beneficial owners of the Notes that are resident
and/or located in Italy can tender Notes for purchase pursuant to the Offer
through authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with any other applicable laws
and regulations and with any requirements imposed by CONSOB and any other
Italian authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes or the Offer.

United Kingdom.  The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer is not
being made and such documents and/or materials have not been approved by an
authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000.  Accordingly, this announcement, the Tender Offer
Memorandum and such documents and/or materials are not being distributed to,
and must not be passed on to, persons in the United Kingdom other than (i) to
those persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial
Promotion Order)), (ii) to those persons who are within Article 43 of the
Financial Promotion Order, or (iii) to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.

France.  The Offer is not being made, directly or indirectly, to the public
in the Republic of France (France).  This announcement, the Tender Offer
Memorandum and any other document or material relating to the Offer may be
distributed in France only to qualified investors (investisseurs qualifiés)
as defined in Article 2(e) of Regulation (EU) 2017/1129 and in accordance with
Articles L.411-1 and L.411-2 of the French Code monétaire et financier and
only qualified investors (investisseurs qualifiés) are eligible to
participate in the Offer.  Neither this announcement, the Tender Offer
Memorandum, nor any other such offering material has been or will be submitted
for clearance to nor approved by the Autorité des marchés financiers.

 

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