REG - Black Sea Trd&Dev Bk - Launch Announcement
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, 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 AND THE DISTRICT OF COLUMBIA) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "IMPORTANT INFORMATION AND OFFER RESTRICTIONS" BELOW)
21 July 2020
ANNOUNCEMENT - NEW NOTES OFFERING; TENDER AND SWITCH OFFER
Black Sea Trade and Development Bank
New Notes Offering
Black Sea Trade and Development Bank (the "Issuer") intends to offer new U.S. dollar-denominated 3.5 per cent. notes due 2024 (the "New Notes") for cash in minimum denominations of U.S.$200,000 (and integral multiples of U.S.$1,000 in excess thereof) (the "New Notes Offering") to be consolidated with and form a single series with the U.S.$400,000,000 3.5 per cent. Notes due 2024 issued by the Issuer on 25 June 2019. HSBC Bank plc, J.P. Morgan Securities plc and Société Générale are appointed to act as Joint Lead Managers for the New Notes Offering. Pricing of the New Notes is expected to occur on 22 July 2020 and settlement of the New Notes Offering is expected to occur on 30 July 2020 (the "New Notes Settlement Date").
The New Notes Offering is expected to be made pursuant to the base offering circular dated 13 May 2020 and, in respect of the terms and conditions of the New Notes, the base offering circular dated 5 June 2019 (collectively, the "Offering Circular") prepared by the Issuer in relation to its EUR 2,000,000,000 Euro Medium Term Note Programme. Copies of the Offering Circular may be obtained by contacting any Joint Lead Manager (contact details below). The New Notes are expected to be listed on the official list of the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") and admitted to trading on the regulated market of Euronext Dublin on or around the New Notes Settlement Date.
Invitation for Tender and Switch Offer
The Issuer announces today an invitation to the holders of its U.S.$500,000,000 4.875 per cent. Notes due 2021 (the "Existing Notes") to submit offers to sell their Existing Notes (each, an "Offer") for cash in an aggregate principal amount up to the Maximum Acceptance Amount. The "Maximum Acceptance Amount" shall be such amount as determined by the Issuer in its sole and absolute discretion and shall not exceed the aggregate principal amount of the New Notes. The invitation to submit Offers is referred to as the "Invitation". Each of the Joint Lead Managers will act as dealer managers (collectively, the "Dealer Managers") and HSBC Bank plc will act as billing and delivering bank (the "B&D Bank") for the Invitation. The Invitation is not conditional upon any minimum participation of holders of the Existing Notes, but is conditional upon the completion of the New Notes Offering in an amount and on terms and conditions satisfactory to the Issuer in its sole discretion (the "New Notes Condition").
The period during which Offers may be submitted (the "Submission Period") by holders of Existing Notes commences on 21 July 2020, unless extended or earlier terminated. The settlement of the Invitation is expected to occur on 27 July 2020 (the "Accepted Notes Settlement Date").
The purchase price to be paid per U.S.$1,000 in principal amount of Existing Notes validly tendered and accepted for purchase (the "Accepted Notes") pursuant to the Invitation (the "Purchase Price") will be U.S.$1,025 as specified in the table below. The holders of the Accepted Notes will also receive an amount in cash equal to any accrued and unpaid interest on their Accepted Notes from, and including, the last applicable interest payment date up to, but excluding, the Accepted Notes Settlement Date (the "Accrued Interest"). Accrued Interest will be rounded to the nearest cent (U.S.$0.01). Payment of the Purchase Price and the Accrued Interest will be made on the Accepted Notes Settlement Date in U.S. dollars, all as further described in this announcement.
Existing Notes
ISIN
Outstanding Aggregate Principal Amount as of 21 July 2020 (U.S. dollars in millions)
Purchase Price (per U.S.$1,000 Principal Amount)(1)
U.S.$500,000,000 4.875 per cent. Notes due 2021
Regulation S Notes: XS1405888576
U.S.$500,000,000
U.S.$1,025
_________
(1) Purchase Price amount excludes any accrued and unpaid interest on the Accepted Notes from, and including, the last applicable interest payment date up to, but excluding, the Accepted Notes Settlement Date that is payable to the holders of the Accepted Notes.
THE SUBMISSION PERIOD WILL COMMENCE ON 21 JULY 2020 AND WILL END AT THE APPLICABLE EXPIRATION DEADLINE ON 22 JULY 2020, UNLESS EXTENDED, RE-OPENED OR TERMINATED.
The Expiration Deadline will (subject in each case to the right of the Issuer to extend, re-open, amend and/or terminate the Invitation) be:
(a) in connection with any Preferred Offers (as defined below), the time at which the bookbuilding process for the New Notes closes or such other time on 22 July 2020 as the Issuer, in its sole discretion, may determine (subject to the right of the Issuer to extend, re-open, amend and/or terminate the Invitation); and
(b) in connection with any Non-Preferred Offers (as defined below), such time falling at or after the Expiration Deadline applicable to Preferred Offers (as described in (a) above) on 22 July 2020 as the Issuer, in its sole discretion, may determine (subject to the right of the Issuer to extend re-open, amend and/or terminate the Invitation).
As soon as reasonably practicable following the Expiration Deadlines, the Issuer will announce whether it will accept for purchase Offers of Existing Notes pursuant to the Invitation, and if so, the Maximum Acceptance Amount, together with any pro-ration factor (if applicable) as described below.
Holders of the Existing Notes will NOT be able to submit Offers through Euroclear Bank SA/NV, Clearstream Banking S.A. or The Depositary Trust Company
Any holder of Existing Notes who wishes to submit an Offer pursuant to the Invitation should call its regular contact at any Dealer Manager at any time during the Submission Period. A holder of Existing Notes must submit an Offer to one Dealer Manager only. No holder of Existing Notes should submit multiple Offers in respect of the same Existing Notes. Holders of Existing Notes should not send Existing Notes or Offers to the Issuer.
Following acceptance of valid tenders, each holder must book a trade ticket with the B&D Bank (including in circumstances where an Offer has been submitted to a Dealer Manager other than the B&D Bank). Only in cases where a holder does not have an account with the B&D Bank shall trade tickets be booked with the Dealer Manager to whom the relevant holder submitted their Offer.
Holders of Existing Notes will not be required to pay any fees or commission to the B&D Bank or any other Dealer Manager in connection with an Offer. Any holder of Existing Notes who does not have an account with the B&D Bank or another Dealer Manager and wishes to submit an Offer pursuant to the Invitation may do so through its broker, dealer, commercial bank, trust company, other financial institution or other custodian, that it customarily uses (provided that such person has an account with the B&D Bank or another Dealer Manager). Any such broker must contact the B&D Bank or another Dealer Managers at its phone number set forth below at any time during the Submission Period. Holders of Existing Notes may be required to pay a fee or commission to any broker or intermediary through whom it submits an Offer.
Holders of Existing Notes are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes when such intermediary would require to receive instructions in order for that holder to be able to participate in the Invitation.
The Invitation is subject to the Issuer's right, in its sole and absolute discretion and subject to applicable law, to extend, terminate, withdraw or amend the Invitation at any time (including, without limitation, if any of the conditions are not satisfied in the sole and absolute discretion of the Issuer). Preferred Offers and Non-Preferred Offers (each as defined below) must relate to Existing Notes in an aggregate principal amount of at least U.S.$200,000 (and integral multiples of U.S.$1,000 in excess thereof).
If the Issuer, in its sole and absolute discretion, accepts any Existing Notes for purchase pursuant to the Invitation and the aggregate principal amount of Existing Notes validly tendered exceeds the Maximum Acceptance Amount, the Issuer will accept Offers in the following order of priority:
1. Offers by holders of Existing Notes who have placed firm orders for New Notes with the Joint Lead Managers prior to the deadline for receipt of Indications of Interest in the New Notes Offering ("Preferred Offers") will be accepted first. Such priority will apply to the Preferred Offers in respect of Existing Notes tendered, subject to the below mentioned pro-ration or rounding, with an aggregate principal amount equal to the principal amount of the New Notes ordered by such holder. "Indication of Interest" means the submission to the Joint Lead Managers of the New Notes Offering, during the bookbuilding process for the New Notes, of a firm bid for a certain amount of New Notes at a price equal to or above the issue price of the New Notes determined through the bookbuilding process; and
2. (i) Offers by holders of the Existing Notes who have not placed a firm order for the New Notes, (ii) Offers by holders of the Existing Notes to the extent a proportion does not fall within the definition of Preferred Offers (as defined above) (i.e. the holder submits an Offer with an aggregate principal amount greater than the principal amount of the New Notes ordered by such holder), and (iii) Offers submitted by holders post the deadline for receipt of Indications of Interest in the New Notes Offering, ("Non-Preferred Offers") will be accepted second,
provided that, the aggregate principal amount of Existing Notes to be accepted for purchase pursuant to the Invitation shall not exceed the Maximum Acceptance Amount.
Offers may be subject to pro-ration on the following basis:
1) If the aggregate principal amount of Existing Notes the subject of Preferred Offers exceeds the Maximum Acceptance Amount, then such Preferred Offers will be accepted on a pro-rata basis so that the aggregate principal amount of Existing Notes accepted for purchase equals the Maximum Acceptance Amount. In such case, no Non-Preferred Offers will be accepted.
2) If the aggregate principal amount of Existing Notes the subject of Preferred Offers is equal to the Maximum Acceptance Amount then (i) all such Preferred Offers will be accepted in full and (ii) no Non-Preferred Offers will be accepted.
3) If the aggregate principal amount of Existing Notes the subject of Preferred Offers is less than the Maximum Acceptance Amount then (i) all such Preferred Offers will be accepted in full and (ii) any Non- Preferred Offers will be accepted on a pro-rata basis so that the aggregate principal amount of Existing Notes accepted for purchase equals the Maximum Acceptance Amount.
To the extent pro-ration occurs, or a determination is made as to which Offers constitute Preferred Offers, in the Invitation, the Issuer will accept Existing Notes, or determine whether Offers are Preferred Offers, with appropriate adjustments to avoid purchase of the Existing Notes, or determination of Offers as Preferred Offers, in principal amounts other than at least U.S.$200,000 (and integral multiples of U.S.$1,000 in excess thereof).
Indicative Timetable for the Invitation
Events
Times and Dates
Commencement of the Invitation
Announcement of the Invitation
21 July 2020
Submission Period
Holders of Existing Notes may submit Offers to a Dealer Manager in the manner set out herein.
From 21 July 2020 until the applicable Expiration Deadline on 22 July 2020
Expiration Deadline
The Invitation Expires.
In connection with:
Final deadline for receipt of valid Offers in order for holders of Existing Notes to be able to participate in the Invitation.
(a) any Preferred Offers, the time at which the bookbuilding process for the New Notes closes or such other time on 22 July 2020 as the Issuer, in its sole discretion, may determine, or
(b) any Non-Preferred Offers, such time falling at or after the Expiration Deadline applicable to Preferred Offers (as described in (a) above) on 22 July 2020 as the Issuer, in its sole discretion, may determine.
Announcement of Results
Announcement by the Issuer of the Maximum Acceptance Amount and details of any pro rata scaling that will be applied to Preferred Offers or Non-Preferred Offers.
As soon as practicable after the Expiration Deadlines
Booking of Trade Tickets
Holders whose Existing Notes are accepted for purchase pursuant to the Invitation must book a trade ticket with the B&D Bank or, where a Holder does not have an account with the B&D Bank, with the Dealer Manager to whom the relevant holder submitted its Offer.
During 22 and 23 July 2020
Accepted Notes Settlement Date
Subject to the terms and conditions described herein (including the New Notes Condition), the B&D Bank will settle purchases of Existing Notes accepted for purchase pursuant to the Invitation, on a delivery-versus-payment basis.
27 July 2020
New Notes Settlement Date
Settlement of the New Notes Offering
30 July 2020
All Existing Notes that are validly submitted pursuant to Offers through a Dealer Manager and are accepted for purchase by the Issuer will be purchased by the B&D Bank on behalf of the Issuer. Failure to deliver Accepted Existing Notes on time may result in the cancellation of the Offer and in the holder becoming liable for any loss or damages incurred by the Issuer, the B&D Bank or any other Dealer Manager as a result of that failure. Subject to any applicable law, holders of the Existing Notes will not have withdrawal rights with respect to Existing Notes tendered pursuant to the Invitation.
Existing Notes accepted for purchase will be settled in cash on a delivery-versus-payment basis with the B&D Bank on the Accepted Notes Settlement Date (in accordance with customary brokerage practices for corporate fixed-income securities). Existing Notes that are not successfully tendered and accepted for purchase by the Issuer pursuant to the Invitation will remain outstanding and remain subject to the terms and conditions of such Existing Notes.
The New Notes to be delivered as described in this announcement will also be settled in cash and delivered on a delivery-versus-payment basis by the B&D Bank on the New Notes Settlement Date (in accordance with customary brokerage practices for corporate fixed-income securities).
The Invitation is subject to the Issuer's right, at its sole discretion and subject to applicable law, to extend, terminate, withdraw, or amend the Invitation at any time (including, without limitation, if any of the conditions are not satisfied in the sole discretion of the Issuer). The Issuer reserves the right, in its sole discretion, not to accept Offers for any reason and shall be under no obligation to any holder of Existing Notes to furnish any reason or justification for refusing to accept any Offers. For example, Offers may be rejected and not accepted and may be treated as not having been validly made if any such Offer does not comply with the requirements of a particular jurisdiction.
Intended recipients of this announcement may contact the Dealer Managers using their contact details below for further information in relation to the Invitation, including any requests for copies of the Offering Circular.
The Invitation does not constitute, and may not be used in connection with, an offer or solicitation by anyone in any jurisdiction where an offer or solicitation is not authorised or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
This announcement, the Invitation and each Offer, any purchase of Existing Notes pursuant to any Offer and any non-contractual obligations arising out of or in connection with the Invitation and the Offers shall be governed by English law. By submitting an Offer, the relevant holder of Existing Notes will irrevocably and unconditionally agree that the courts of England are to have exclusive jurisdiction to settle any disputes that may arise out of or in connection with the Invitation or the relevant Offer and that, accordingly, any suit, action or proceedings arising out of or in connection with the foregoing may be brought in such courts.
The Joint Lead Managers and Dealer Managers are:
HSBC Bank plc
J.P. Morgan Securities plc
Société Générale
8 Canada Square
25 Bank Street
One Bank Street
London E14 5HQ
Canary Wharf
Canary Wharf
United Kingdom
London E14 5JP
London E14 4SG
United Kingdom
United Kingdom
Tel: +44 0207 992 6237
Tel: +44 (0) 20 7134 2468
Tel: +44 (0) 20 7676 7951
Email: LM_emea@hsbc.com
Email: em_europe_lm@jpmorgan.com
Email: liability.management@sgcib.com
Important Information and Offer Restrictions
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Issuer and the Dealer Managers to inform themselves about and to observe any such restrictions. This announcement does not constitute an offer to buy or the solicitation of an offer to sell Existing Notes (and Offers of Existing Notes in the Invitation will not be accepted from holders of Existing Notes) in any circumstances in which such Offer or solicitation is unlawful. In those jurisdictions where the Existing Notes, blue sky or other laws require the Invitation to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in such jurisdiction, such Invitation shall be deemed to be made on behalf of the Issuer by such Dealer Manager or such affiliate (as the case may be) in such jurisdiction and such Invitation is not made in any such jurisdiction where any Dealer Manager or any of its affiliates is not licensed.
The Dealer Managers (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement. None of the Issuer or the Dealer Managers makes any recommendation as to whether or not the holders of the Existing Notes should participate in the Invitation.
United States: The Invitation is not being made and will not be made, directly or indirectly, in or into the United States. The Existing Notes may not be submitted in the Invitation from or within the United States. Accordingly, copies of this announcement and any other documents or materials relating to the Invitation are not being, and will 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. Any purported tender of Existing Notes in the Invitation resulting directly or indirectly from a violation of these restrictions will be invalid and will not be accepted.
United Kingdom: The communication of this announcement and any other documents or materials relating to the Invitation 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 (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA pursuant to Article 34 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order") and on the basis that it is only directed at and may be communicated to any persons to whom these documents and/or materials may lawfully be communicated.
Italy: Neither this announcement nor any other document or materials relating to the Invitation 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 Invitation is being carried out in 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. Holders or beneficial owners of Existing Notes that are located in Italy can tender Existing Notes for purchase in the Invitation 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 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 Existing Notes or the Invitation.
France: The communication of this announcement and any other documents or materials relating to the Invitation is not being made, directly or indirectly, to the public in the Republic of France. Neither this announcement and any other documents or materials relating to the Invitation have been or shall be distributed to the public in the Republic of France and only qualified investors (investisseurs qualifiés) within the meaning of Article 2(e) of Regulation (EU) 2017/1129 are eligible to participate in the Invitation. This announcement and any other document or material relating to the Invitation have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
Representations by holders of Existing Notes: By submitting an Offer pursuant to the Invitation, a holder of Existing Notes shall be deemed to represent and warrant to the Issuer, the B&D Bank and the other Dealer Managers that:
1. it is not a person to whom it is unlawful to make the Invitation under applicable laws;
2. it is either (A) (1) the beneficial owner of the Existing Notes being tendered in the Invitation and (2) located and resident outside the United States or (B) (1) acting on behalf of the beneficial owner of the Existing Notes being tendered pursuant to the Invitation and has been duly authorised to so act and (2) such beneficial owner has confirmed to it that such beneficial owner is located and resident outside the United States and such holder has not received or sent copies of this announcement or any related documents in, into or from the United States and has not utilised in connection with the solicitation of Offers, directly or indirectly the mail, or any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email, internet and other forms of electronic transmission) of interstate or foreign commerce, or any facilities of a national securities exchange, of the United States; and it has not submitted Offers from within the United States, on behalf of any United States person, or by any means or instrumentality of interstate or foreign commerce of the United States;
3. it is not located or resident in the United Kingdom, or, if it is located in the United Kingdom, it is (a) an investment professional falling within Article 19(5) of the Financial Promotion Order, (b) a person who is a creditor or member of the Issuer or other person within Article 43(2) of the Financial Promotion Order or (c) a person to whom the Invitation may otherwise lawfully be communicated in accordance with the Financial Promotion Order;
4. it is not located or resident in Italy, or, if it is located in Italy, it is tendering the Existing Notes through, an authorised person (such as an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations and with requirements imposed by CONSOB or any other Italian authority;
5. it is not located or resident in the Republic of France or, if it is located or resident in the Republic of France, it is a qualified investor (investisseur qualifié) within the meaning of Article 2(e) of Regulation (EU) 2017/1129;
6. it is not a Sanctions Restricted Person (as defined below);
7. it is otherwise eligible to participate in the Invitation pursuant to the "Important Information and Offer Restrictions" described above;
8. it has not distributed or forwarded this announcement or any other documents or materials relating to the Invitation to any such person(s);
9. it has (before and in connection with the submission of any Offer in respect of the Existing Notes it is tendering for purchase) complied with all laws and regulations applicable to it for the purposes of its participation in the Invitation; and
10. it consents to the relevant Dealer Manager providing details concerning its identity to the B&D Bank, the Issuer, and their respective legal advisers.
Any tender of Existing Notes for purchase by a holder of Existing Notes that is unable to make these representations, warranties and agreements may be rejected. Each of the Issuer and the Dealer Managers reserves the right, in their absolute discretion, to investigate, in relation to any tender of Existing Notes for purchase pursuant to the Invitation, whether any such representation given by a holder of Existing Notes 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.
"Sanctions Restricted Person" means each person or entity (a "Person") (i) that is, or is directly or indirectly owned or controlled by a Person that is, described or designated in (a) the most current Specially Designated Nationals and Blocked Persons" list (which as of the date hereof can be found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf) or (b) the Foreign Sanctions Evaders List (which as of the date hereof can be found at: http://www.treasury.gov/ofac/downloads/fse/fselist.pdf) or (c) the most current "Consolidated list of persons, groups and entities subject to EU financial sanctions" (which as of the date hereof can be found at: https://eeas.europa.eu/headquarters/headquarters-homepage/8442/consolidated-list- sanctions_en); or (ii) that is otherwise the subject or target of any sanctions administered or enforced by any Sanctions Authority, other than solely by virtue of their inclusion in: (a) the most current "Sectoral Sanctions Identifications" list (which as of the date hereof can be found at: http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/ssi_list.aspx) (the "SSI List"), (b) Annexes III, IV, V and VI of Council Regulation No.833/2014 (the "EU Annexes"), as amended, or (iii) any other list maintained by a Sanctions Authority, with similar effect to the SSI List or the EU Annexes. "Sanctions Authority" means each of: (i) the United States government; (ii) the United Nations; (iii) the European Union (or any of its member states including, without limitation, the United Kingdom); (iv) any other relevant governmental or regulatory authority, institution or agency which administers economic, financial or trade sanctions; or (v) the respective governmental institutions and agencies of any of the foregoing including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury, the United States Department of State, the United States Department of Commerce and Her Majesty's Treasury.
Any investment decision to purchase any New Notes should be made on the basis of the information contained in the Offering Circular and the pricing supplement and/or pricing term sheets in respect of the New Notes and no reliance is to be placed on any representations other than those contained in the Offering Circular. Subject to compliance with all applicable securities laws and regulations, the Offering Circular and (following pricing of the New Notes) and the pricing supplement and/or pricing term sheets in respect of the New Notes are available from the Dealer Managers on request. Indicative terms for the New Notes will be available from the Dealer Managers in advance of the expiration of the Submission Period and any holder of Existing Notes that wishes to obtain such indicative terms must contact the Dealer Managers for this information. Holders of Existing Notes should note that any such terms are indicative only and are non-binding on the Dealer Managers and the Issuer and that terms for the New Notes will only be finalised at pricing.
The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered 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 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 may not be offered, sold or delivered, directly or indirectly, within the United States.
No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.
MiFID II product governance / Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the New Notes has led to the conclusion that: (i) the target market for the New Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.
This announcement has been issued through the Companies Announcement Service of Euronext Dublin.
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 or visit www.rns.com.ENDISEEAPXFAALEEEA
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