REG - B&M European - Tender Offer

B&M European Value Retail SAAnnouncement

13/11/2023 09:45

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RNS Number : 2387T  B&M European Value Retail S.A.  13 November 2023

 

 

 

13 November 2023

 

B&M European Value Retail S.A.

 

B&M Offers to Purchase for Cash the Outstanding 3.625% Senior Secured
Notes due 2025

 

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 ("EU MAR") AND ARTICLE 7 OF THE
MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE
UNITED KINGDOM (THE "UK") BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT
2018 ("UK MAR").

 

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE
OR FORM PART OF ANY OFFER OR INVITATION TO SELL, ISSUE OR PURCHASE, OR ANY
SOLICITATION OF AN OFFER TO PURCHASE, SUBSCRIBE FOR OR SELL, ANY SECURITIES OF
B&M EUROPEAN RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION,
DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES
OR TO ANY U.S. PERSON OR ANY JURISDICTION IN WHICH THE PUBLICATION,
DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT
THE END OF THIS ANNOUNCEMENT.

 

B&M European Value Retail S.A. (the "Offeror") (BME:LN) announces today
that it has commenced a cash offer to holders of its existing £400 million
3.625% Senior Secured Notes due 2025 (the "Existing Notes") to tender their
Existing Notes for purchase by the Offeror up to a Maximum Acceptance Amount
(as described in the table below) (the "Tender Offer"), subject to the
satisfaction of the New Financing Condition (as defined below) and other terms
and conditions set out in the tender offer memorandum, dated 13 November 2023
(the "Tender Offer Memorandum").

 

 Description of the Existing Notes     Outstanding Principal Amount  ISIN/Common Code         Purchase Price((1))  Maximum Acceptance Amount
 3.625% Senior Secured Notes due 2025  £400,000,000                  ISIN: XS2199627030       98%                  The Offeror will determine the Maximum Acceptance Amount at its sole and

                                             absolute discretion. The indicative Maximum Acceptance Amount will be
                                                                     Common Code: 219962703                        announced by the Offeror after the pricing of the New Notes. Subject to the
                                                                                                                   Offeror's final determination (in its sole and absolute discretion), the
                                                                                                                   Maximum Acceptance Amount is expected to be equal to the aggregate principal
                                                                                                                   amount of the New Notes (excluding, for the avoidance of doubt, accrued and
                                                                                                                   unpaid interest).

(1)           Expressed as a percentage of principal amount of
Existing Notes tendered and accepted by the Offeror, exclusive of any accrued
and unpaid interest, which will be paid to, but not including, the settlement
date of the Tender Offer.

 

Consummation of the Tender Offer is subject to the satisfaction of certain
conditions, including, without limitation, the New Financing Condition and the
conditions set out herein (each as more fully described in the Tender Offer
Memorandum). Subject to applicable law, the Offeror reserves the right, in its
sole and absolute discretion, to waive any and all conditions to the Tender
Offer.

 

The Offeror announced today its intention to offer new sterling denominated
senior secured notes due 2030 (the "New Notes") in aggregate principal amount
of £250 million. The settlement of the Tender Offer is conditioned upon,
among other things, satisfaction of the New Financing Condition. It is
expected that the issue of the New Notes and the Tender Offer will settle on
or around the Settlement Date (as defined below).

 

Whether the Offeror will accept for purchase any Existing Notes validly
tendered in the Tender Offer and complete the Tender Offer is subject, without
limitation, to the successful completion (in the sole determination of the
Offeror) of the issue of the New Notes (the "New Financing Condition"). There
can be no assurance that the Offeror will be able to satisfy the New Financing
Condition.

 

The Offeror is proposing the Tender Offer and the contemplated issuance of New
Notes to improve its overall debt maturity profile. Existing Notes purchased
by the Offeror pursuant to the Tender Offer are expected to be cancelled and
will not be re-issued or re-sold. Any Existing Notes that are not successfully
tendered and accepted for purchase by the Offeror will remain outstanding.

 

If the Offeror decides to accept any valid tenders of Existing Notes for
purchase pursuant to the Tender Offer, the Offeror shall determine (in its
sole and absolute discretion) the maximum aggregate principal amount of
Existing Notes to be accepted and purchased pursuant to the Tender Offer (the
"Maximum Acceptance Amount"). The indicative Maximum Acceptance Amount is
expected to be announced as soon as reasonably practicable after the pricing
of the New Notes. Subject to the Offeror's final determination (in its sole
and absolute discretion), the Maximum Acceptance Amount is expected to be
equal to the aggregate principal amount of the New Notes (excluding, for the
avoidance of doubt, accrued and unpaid interest).

 

The Offeror will pay, for Existing Notes accepted for purchase pursuant to the
Tender Offer (and subject to satisfaction or waiver of the New Financing
Condition), a cash consideration amount (the "Purchase Consideration") equal
to the product of (i) the purchase price equal to 98% of the principal amount
of such Existing Notes (such percentage, the "Purchase Price") and (ii) the
principal amount of such Existing Notes accepted for purchase pursuant to the
Tender Offer. The Offeror will also pay an accrued interest payment
corresponding to accrued and unpaid interest on the Existing Notes from (and
including) the immediately preceding interest payment date for the Existing
Notes up to (but excluding) the Settlement Date to all noteholders whose
Existing Notes have been validly tendered (and not validly withdrawn) and
accepted for purchase (the "Accrued Interest Payment").

 

When considering allocation of the New Notes (if any), the Offeror may give
preference to those noteholders that, prior to such allocation, have validly
tendered or have given a firm intention to any Dealer Manager that they intend
to tender all or a portion of their Existing Notes for purchase pursuant to
the Tender Offer. Therefore, a noteholder that wishes to subscribe for New
Notes in addition to tendering its Existing Notes for purchase pursuant to the
Tender Offer may be eligible to receive, at the sole and absolute discretion
of the Offeror, priority in the allocation of the New Notes, subject to the
issue of the New Notes and such noteholder making a separate application for
the purchase of such New Notes to 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 procedures of such Dealer Manager. Any such preference will, subject
to the sole and absolute discretion of the Offeror, be applicable up to the
aggregate principal amount of Existing Notes tendered by such noteholder (or
in respect of which such noteholder has indicated a firm intention to tender
as described above) pursuant to the Tender Offer. However, the Offeror is not
obliged to allocate any New Notes to a noteholder that has validly tendered or
indicated a firm intention to tender its Existing Notes for purchase pursuant
to the Tender Offer and, if any such New Notes are allocated, the principal
amount thereof may be less or more than the principal amount of Existing Notes
tendered by such noteholder and accepted for purchase by the Offeror pursuant
to the Tender Offer. Any such allocation will also, among other factors, take
into account the minimum denomination of the New Notes (being £100,000).

 

All allocations of the New Notes, while being considered by the Offeror as set
out above, will be made in accordance with customary new issue allocation
processes and procedures in the sole and absolute discretion of the Offeror.
In the event that a noteholder validly tenders Existing Notes pursuant to the
Tender Offer, such Existing Notes will remain subject to such tender and the
conditions of the Tender Offer as set out in the Tender Offer Memorandum,
including the blocking of such Existing Notes, irrespective of whether that
noteholder receives all, part or none of any allocation of New Notes for which
it has applied.

 

Noteholders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Time (as defined below) for the
Tender Offer and any noteholder that wishes to subscribe for New Notes in
addition to tendering Existing Notes for purchase pursuant to the Tender Offer
should therefore provide, as soon as practicable, to any Dealer Manager any
indications of a firm intention to tender Existing Notes for purchase pursuant
to the Tender Offer and the principal amount of Existing Notes that it intends
to tender.

 

Set forth below is an indicative summary of the important dates in connection
with the Tender Offer.

 

·    The Tender Offer and announcement of the offering of the New Notes
will commence on 13 November 2023.

·    The pricing of the offering of the New Notes will occur on a date to
be determined by the Offeror in its sole and absolute discretion, which is
expected to be prior to the Expiration Time.

·    The Offeror will announce the indicative Maximum Acceptance Amount as
soon as reasonably practicable after the pricing of the offering of the New
Notes.

·    The Tender Offer will expire at 4:00 p.m. London time, on 20 November
2023, unless extended, re-opened, amended or terminated (the "Expiration
Time").

·    The Offeror will announce whether the Offeror will accept (subject to
satisfaction or waiver of the New Financing Condition on or prior to the
Settlement Date) valid tenders of Existing Notes pursuant to the Tender Offer
and, if so accepted, (i) the Maximum Acceptance Amount, (ii) the principal
amount of Existing Notes validly tendered, (iii) the aggregate principal
amount of Existing Notes accepted for purchase and (iv) the Scaling Factor
applicable to Tender Only Instructions (as defined below) (if any), as soon as
reasonably practicable after the Expiration Time.

·    Settlement of the Tender Offer is expected to take place on or about
23 November 2023, subject to the right of the Offeror to extend, re-open
and/or terminate the Tender Offer (the "Settlement Date"), provided that all
conditions to the occurrence of the Settlement Date have been satisfied or
waived.

Eligible noteholders are advised to check with any bank, securities broker or
other intermediary through which they hold Existing Notes as to when such
intermediary would need to receive instructions from an eligible noteholder
before the deadlines specified in the Tender Offer Memorandum in order for
such eligible noteholder to be able to participate in, withdraw from, or
revoke its instruction to participate in, the Tender Offer. The deadlines set
by any such intermediary and Euroclear Bank SA/NV or Clearstream Banking S.A.
for the submission and withdrawal of a Tender Instruction (as defined in the
Tender Offer Memorandum) will be earlier than the relevant deadlines specified
above and the Tender Offer Memorandum.

 

Noteholders that wish to tender their Existing Notes for purchase pursuant to
the Tender Offer in addition to subscribing for New Notes can receive (at the
Offeror's sole and absolute discretion) priority of acceptance ("Priority of
Acceptance") in the Tender Offer through the use of a unique reference number
obtained from the Dealer Managers (the "Acceptance Code"), subject to the
satisfaction (in the sole determination of the Offeror) of the New Financing
Condition and the completion of the Tender Offer.

 

A noteholder can obtain such an Acceptance Code by contacting the Dealer
Managers, the contact details for which are contained in this announcement.
The receipt of an Acceptance Code in conjunction with the issue of the New
Notes will not constitute acceptance of a tender of Existing Notes for
purchase pursuant to the Tender Offer by the Offeror.

 

In order for a noteholder to be eligible to receive Priority of Acceptance in
the Tender Offer, an Acceptance Code must be quoted in that noteholder's
Tender Instruction (any Tender Instruction collectively specifying (i) a valid
Acceptance Code, (ii) the name of the beneficial owner of the relevant
Existing Notes and (iii) a contact telephone number for the beneficial owner
of the relevant Existing Notes being a "Tender and Priority Acceptance
Instruction").

 

Noteholders that wish to tender Existing Notes for purchase pursuant to the
Tender Offer but do not wish to subscribe for New Notes can submit a Tender
Instruction to this effect (a "Tender Only Instruction").

 

Priority of Acceptance may be given, at the Offeror's sole and absolute
discretion, for an aggregate principal amount of Existing Notes subject to a
Tender and Priority Acceptance Instruction equal to the aggregate principal
amount of New Notes allocated to the relevant noteholder in the distribution
of the New Notes. If a noteholder submits Tender and Priority Acceptance
Instructions representing an aggregate principal amount of Existing Notes
greater than the aggregate principal amount of New Notes allocated to the
relevant noteholder in the distribution of New Notes, the Offeror may, in its
sole and absolute discretion, treat any such excess amount as a Tender Only
Instruction.

 

In the event that the Offeror decides to accept any validly tendered Existing
Notes for purchase pursuant to the Tender Offer and determines that the
aggregate principal amount of the Existing Notes validly tendered and accepted
pursuant to the Tender Offer is greater than the Maximum Acceptance Amount,
any accepted tenders of Existing Notes not given Priority of Acceptance by the
Offeror in its sole and absolute discretion ("Non-Priority Tendered Existing
Notes") will be scaled by a factor (the "Scaling Factor") derived from (i) the
difference between the Maximum Acceptance Amount and the aggregate principal
amount of the Existing Notes given Priority of Acceptance by the Offeror (in
its sole discretion, in whole or in part) divided by (ii) the aggregate
principal amount of the Non-Priority Tendered Existing Notes that have been
validly tendered pursuant to the Tender Offer (subject to adjustment resulting
from the rounding of tenders of Non-Priority Tendered Existing Notes described
in the Tender Offer Memorandum).

 

Each tender of Non-Priority Tendered Existing Notes that is scaled pursuant to
the Scaling Factor will be rounded down to the nearest £1,000 in principal
amount. In addition, in the event of any such scaling, the Offeror intends to
apply pro rata scaling to each valid tender of Non-Priority Tendered Existing
Notes in such a manner as will result in both (a) the relevant noteholder
transferring Non-Priority Tendered Existing Notes to the Offeror in an
aggregate principal amount of at least (i) £100,000 (being the minimum
denomination of the Existing Notes) or (ii) £0 and (b) the relevant
noteholder's residual amount of the Existing Notes (being the principal amount
of the Non-Priority Tendered Existing Notes stated within the relevant Tender
Instruction that are not accepted for purchase by virtue of such scaling)
amounting to either (i) at least £100,000 or (ii) £0, and the Offeror
therefore intends to adjust the scaling factor applicable to any relevant
Tender Instruction accordingly.

 

Whether or not the purchase of any Existing Notes pursuant to the Tender Offer
is completed, the Offeror, the Dealer Managers and Tender Agent reserve the
right, to the extent permitted by applicable law, to acquire (from time to
time both during and after the Tender Offer) Existing Notes that remain
outstanding after the Expiration Time other than pursuant to the Tender Offer,
including through open market purchases, privately negotiated transactions,
other tender offers, exchange offers or otherwise. Such purchases may be on
such terms and at such prices as the Offeror may determine.

 

The Offeror may, acting in its sole and absolute discretion, decline to accept
an application quoting the Acceptance Code in the event that the noteholder
specifies a wrong Acceptance Code or in the case there is any other defect
related to the Acceptance Code. The Offeror reserves the right to waive any
such defect. No assurances can be given that any noteholder that receives an
Acceptance Code will be given Priority of Acceptance, or be eligible to
participate, in the Tender Offer. Participating in the Tender Offer and
requesting an Acceptance Code are subject to all applicable securities laws
and regulations in force in any relevant jurisdiction. In order for a
noteholder to be eligible to receive Priority of Acceptance in the Tender
Offer, an Acceptance Code must be quoted in that noteholder's Tender and
Priority Acceptance Instruction. Noteholders who wish to tender Existing Notes
for purchase pursuant to the Tender Offer but do not wish to subscribe for New
Notes can submit a Tender Only Instruction. Additionally, noteholders who have
received Priority of Acceptance in an amount equal to the aggregate principal
amount of New Notes allocated to the relevant noteholder in distribution of
the New Notes but wish to tender additional Existing Notes in the Tender Offer
may submit a separate Tender Only Instruction in respect of such excess
portion.

 

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.

 

Tender Instructions must be submitted in respect of a minimum principal amount
of Existing Notes of no less than £100,000, being the minimum denomination of
the Existing Notes, and in integral multiples of £1,000 in excess thereof.
 A separate Tender Instruction must be completed on behalf of each beneficial
owner.

 

The receipt of a Tender Instruction by the relevant clearing system will
constitute instructions to debit the securities account of the relevant Direct
Participant (as defined in the Tender Offer Memorandum) on the Settlement Date
in respect of all of the Existing Notes that the relevant noteholder has
validly tendered pursuant to its tender prior to or at the Expiration Time
upon receipt by such clearing system of an instruction from the Offeror for
such Existing Notes to be transferred to the specified account of the Offeror
or its agent on its behalf and payment by the Offeror of the Purchase
Consideration and the Accrued Interest Payment subject to the automatic
withdrawal of those instructions on the date of termination of the Tender
Offer (including where such Existing Notes are not accepted for purchase by
the Offeror) or, in accordance with the requirements described in the Tender
Offer Memorandum to the extent such withdrawal is permitted, on the valid
withdrawal of such Tender Instruction as described in the Tender Offer
Memorandum, and subject to acceptance of the relevant tender by the Offeror
and all other conditions of the Tender Offer.

 

Any noteholder who holds Existing Notes through the clearing systems must
arrange directly or through its relevant intermediary custodian for a Direct
Participant to deliver the noteholder's Tender Instruction to the relevant
clearing system prior to or at the Expiration Time. Only a Direct Participant
in the clearing system may submit Tender Instructions in respect of Existing
Notes.

 

In the event that the Direct Participant through which a noteholder holds its
Existing Notes is unable to submit a Tender Instruction on its behalf, such
noteholder should contact the Tender Agent for assistance. Noteholders should
consult with the Direct Participant or relevant intermediate custodian as to
whether it will charge any service fees in connection with the making of any
such tender.

 

The receipt of a Tender Instruction by the relevant clearing system will be
acknowledged in accordance with the standard practices of such clearing system
and will result in the blocking of the relevant Existing Notes in the
noteholder's account with the relevant clearing system so that no transfers
may be effected in relation to such Existing Notes from the date the relevant
Tender Instruction is submitted until the earlier of (i) the time of
settlement on the Settlement Date (as this may be extended) and (ii) the date
of any termination of the Tender Offer (including where such Existing Notes
are not accepted by the Offeror for purchase) (or, in any case, immediately
thereafter) or on which the Tender Instruction is revoked, in the limited
circumstances in which such revocation is permitted. In the period of time
during which the relevant Existing Notes are blocked pursuant to the foregoing
procedures, noteholders may be unable to promptly transfer or sell their
Existing Notes or timely react to adverse trading conditions and could suffer
losses as a result of these restrictions on transferability.

 

All questions as to validity, form and eligibility (including time of receipt)
of any Tender Instruction will be determined by the Offeror in its sole and
absolute discretion. Such determination as to whether or when a Tender
Instruction is received, whether it is duly completed and signed or whether a
tender is validly withdrawn shall be final and binding.

 

By participating in the Tender Offer in this manner, noteholders will be
deemed to have acknowledged that they have received the Tender Offer
Memorandum and agree to be bound by the terms of the Tender Offer and that the
Offeror may enforce the terms of the Tender Offer against such noteholders.

 

Affiliates of Simon Arora, previously being a director and the Chief Executive
Officer of the Offeror, and Bobby Arora, the Offeror's Group Trading Director
(and their affiliated entities, collectively, "SSA"), collectively hold a
portion of the Existing Notes and have agreed (subject to, inter alia, receipt
by the Offeror of the sponsor confirmation that the terms of the proposed
transactions are fair and reasonable as far as shareholders of the Offeror are
concerned as required by Listing Rule 11.1.10R of the Financial Conduct
Authority (the "Listing Rules")) (i) to purchase from the initial purchasers
of the New Notes (the "Initial Purchasers") £30 million in aggregate
principal amount of the New Notes in the offering of the New Notes, and the
Initial Purchasers have (subject to, inter alia, receipt by the Offeror of
such sponsor confirmation) agreed to sell £30 million in aggregate principal
amount of the New Notes in the offering of the New Notes to SSA and (ii) to
tender at least £30 million in aggregate principal amount of the Existing
Notes held by SSA in the Tender Offer. The Offeror is under no obligation to
accept for purchase any Existing Notes tendered pursuant the Tender Offer, and
the acceptance for purchase by the Offeror of any Existing Notes pursuant to
the Tender Offer is at the sole and absolute discretion of the Offeror.
Subject to the completion of the above mentioned intended acquisition by SSA
of £30 million principal amount of the New Notes, SSA have also agreed, for a
period of six months from the date of such acquisition, not to directly or
indirectly sell, contract to sell or otherwise dispose of any of the New Notes
acquired by SSA, except with the prior written consent of HSBC Bank plc, BNP
Paribas and BofA Securities Europe SA. Subject to this transaction being
completed, it will constitute a smaller related party transaction under
Listing Rule 11.1.10R.

 

This announcement is a summary of the Tender Offer only. It highlights
selected information contained in the Tender Offer Memorandum and does not
contain all of the information that noteholders should consider before making
a determination with respect to the Tender Offer. The complete terms and
conditions of the Tender Offer are set forth in the Tender Offer Memorandum,
along with any amendments and supplements thereto (the "Tender Offer
Documents"), which eligible holders are urged to read carefully before making
any decision with respect to the Tender Offer. The Offeror has retained HSBC
Bank plc, BNP Paribas and BofA Securities Europe SA (collectively, the "Dealer
Managers") to act as Dealer Managers in connection with the Tender Offer.
Copies of the Tender Offer Documents may be obtained from Kroll Issuer
Services Limited (the "Tender Agent"), by phone at +44 20 7704 0880, by email
at BandM@is.kroll.com or online at https://deals.is.kroll.com/BandM
(https://deals.is.kroll.com/BandM) . Questions or requests for assistance
regarding the Tender Offer may also be directed to the Dealer Managers: HSBC
Bank plc, by phone at +44 20 7992 6237 or email at LM_EMEA@hsbc.com
(mailto:LM_EMEA@hsbc.com) ; BNP Paribas, by phone at +33 1 55 77 78 94 or
email at liability.management@bnpparibas.com; or BofA Securities Europe SA, by
phone at +33 1 877 01057 or email at DG.LM-EMEA@bofa.com
(file://///eudebfsprd02/_mgordonb$/NRPortbl/EURO/MGORDONB/DG.LM-EMEA@bofa.com)
.

 

Enquiries

 

 

B&M European Value Retail S.A.

For further information please contact +44 (0) 151 728 5400

Mike Schmidt, Chief Financial Officer

Alex Simpson, General Counsel

Pete Waterhouse, Group Financial Controller

investor.relations@bandmretail.com (mailto:investor.relations@bandmretail.com)

 

Media

For media please contact +44 (0) 207 379 5151

Maitland

Sam Cartwright

bmstores-maitland@maitland.co.uk (mailto:bmstores-maitland@maitland.co.uk)

 

 

Important Notice

 

This announcement is released by the Offeror and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of EU MAR and UK MAR, encompassing information relating to the New
Notes and the Tender Offer. For the purposes of EU MAR, UK MAR, Article 2 of
Commission Implementing Regulation (EU) 2016/1055 and Article 2 of Commission
Implementing Regulation (EU) 2016/1055 as it forms part of domestic law in the
UK by virtue of the European Union (Withdrawal) Act 2018, this announcement is
made by Mike Schmidt, Chief Financial Officer of B&M European Value Retail
S.A.

No communication and no information in respect of the Tender Offer by the
Offeror of the Existing Notes may be distributed to the public in any
jurisdiction where a registration or approval is required. No steps have been
or will be taken in any jurisdiction where such steps would be required. The
tender or purchase of the Existing Notes may be subject to specific legal or
regulatory restrictions in certain jurisdictions. The Offeror takes no
responsibility for any violation of any such restrictions by any person.

This announcement does not, and shall not, in any circumstances constitute a
public offering nor an invitation to the public in connection with any offer
in any jurisdiction.

The New Notes are being offered only outside the United States (which includes
its territories and possessions, Puerto Rico, the U.S. Virgin Islands, Guam,
American Samoa, Wake Island, the Northern Mariana Islands, any state of the
United States or the District of Columbia) to non-U.S. persons in compliance
with Regulation S under the U.S. Securities Act of 1933, as amended (the
"Securities Act"). Nothing in this announcement or in 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. Securities may
not be offered, sold or delivered in the United States absent registration
under, or an exemption from the registration requirements of, 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.

No action has been taken in any jurisdiction, including the United States or
the UK, by the Offeror or the Dealer Managers that would permit a public
offering of the New Notes or the possession, circulation or distribution of
any material relating to the Offeror or the New Notes in any jurisdiction
where action for this purpose is required. Accordingly, the New Notes may not
be offered or sold, directly or indirectly, and neither this announcement nor
any other offering material or advertisements in connection with the New Notes
may be distributed or published, in or from any country or jurisdiction,
except in compliance with any applicable rules and regulations of any such
country or jurisdiction. This announcement does not constitute an offer to
sell or a solicitation of an offer to purchase New Notes in any jurisdiction
where such offer or solicitation would be unlawful. Persons into whose
possession this announcement comes are advised to inform themselves about and
to observe any restrictions relating to the offering of the New Notes, the
distribution of this announcement and resale of the New Notes.

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 (as defined above in relation to the EEA) in the EEA. Consequently,
no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling any in scope
instrument 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 a Relevant State may be
unlawful under the PRIIPs Regulation.

Solely for the purposes of the product approval process of each of the
manufacturers, 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
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 New 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.

The New Notes are not intended to be offered, sold, distributed or otherwise
made available to and should not be offered, sold, distributed or otherwise
made available to any retail investor (as defined above in relation to the UK)
in the UK. Consequently, no key information document required by Regulation
(EU) No 1286/2014 as it forms part of domestic law 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 UK has been prepared and
therefore offering or selling the New Notes or otherwise making them available
to any retail investor in the UK may be unlawful under the UK PRIIPs
Regulation.

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Tender Offer are 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, as amended (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 UK. The communication of such documents and/or materials
is exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may only be communicated to
(1) persons who have professional experience in matters relating to
investments, being "investment professionals" as defined in Article 19(5) of
the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005
(the "Order"); (2) persons who fall within Article 43(2) of the Order; (3)
high net worth companies, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order; or (4) any
other persons to whom these documents and/or materials may lawfully be
communicated. Any investment or investment activity to which the Tender Offer
Memorandum relates is available only to such persons or will be engaged in
only with such persons and other persons should not rely on it.

In addition, if and to the extent that this announcement is communicated in,
or the offer of securities to which it relates is made in any EEA member
state, this announcement and the offering of any securities described herein
are only addressed to and directed at persons in that member state of the EEA
who are "qualified investors" within the meaning of Regulation (EU) 2017/1129
(as amended, the "EU Prospectus Regulation") (or who are other persons to whom
the offer may lawfully be addressed) and must not be acted on or relied on by
other persons in that member state of the EEA. Any offer and sale of the
Existing Notes or the New Notes will be made pursuant to an exception under
the EU Prospectus Regulation from the requirement to produce a prospectus for
offers of securities. This announcement (nor the Tender Offer Memorandum or
the offering memorandum in relation to the New Notes) does not constitute a
prospectus within the meaning of the EU Prospectus Regulation or an offer to
the public.

If and to the extent that this announcement is communicated in, or the offer
of securities to which it relates is made in the UK, this announcement and the
offering of any securities described herein are only addressed to and directed
at persons in the UK who are "qualified investors" within the meaning of
Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the
European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") (or who
are other persons to whom the offer may lawfully be addressed) and must not be
acted on or relied on by other persons in the UK. Any offer and sale of the
Existing Notes or the New Notes will be made pursuant to an exception under
the UK Prospectus Regulation from the requirement to produce a prospectus for
offers of securities. This announcement (nor the Tender Offer Memorandum or
the offering memorandum in relation to the New Notes) does not constitute a
prospectus within the meaning of the UK Prospectus Regulation or an offer to
the public.

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information that should be read carefully before any decision is
made with respect to the Tender Offer. If any eligible holder of the Existing
Notes is in any doubt as to the contents of this announcement or the Tender
Offer Memorandum or the action he or she should take, he or she is recommended
to seek his or her own financial and legal advice, including in respect of any
financial, accounting and tax consequences, immediately from its broker, bank
manager, solicitor, accountant or other independent financial, tax or legal
adviser. Any individual or company whose Existing Notes are held on its behalf
by a broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to tender such Existing
Notes pursuant to the Tender Offer. None of the Offeror, Dealer Managers or
Tender Agent makes any recommendation as to whether eligible holders should
tender their Existing Notes pursuant to the Tender Offer.  None of the
Offeror, the Dealer Managers or the Tender Agent (or any of their respective
directors, officers, employees, agents or affiliates) is providing any
eligible holder of the Existing Notes with any legal, business, financial
investment, tax or other advice in this announcement or the Tender Offer
Documents. Noteholders should consult with their own advisers as needed to
assist them in making an investment decision and to advise them whether they
are legally permitted to tender Existing Notes for cash.

This announcement is neither an offer to purchase nor a solicitation of an
offer to sell any securities. The Tender Offer is being made only by, and
pursuant to the terms of, the Tender Offer Documents. This announcement does
not constitute an invitation to participate in the Tender Offer in or from any
jurisdiction in or from which, or to or from any person to or from whom, it is
unlawful to make such offer under applicable securities or blue sky laws or
otherwise, in particular the United States or U.S. persons (as defined in the
Securities Act), respectively. In any jurisdiction where the laws require the
Tender Offer to be made by a licensed broker or dealer, the Tender Offer will
be made by the Dealer Managers or any of their respective affiliates on behalf
of the Offeror. The Existing Notes may not be sold or delivered, directly or
indirectly, in the United States or to, or for the account or benefit of, any
U.S. persons. No public offering of securities is being made in the United
States.

This press release does not constitute or form a part of any offer or
solicitation to sell, purchase or subscribe for securities in the United
States. The Existing Notes have not been and will not be registered under the
Securities Act, or with any securities regulatory authority of any state or
other jurisdiction in the United States, and may not be offered or sold,
directly or indirectly, within the United States, except pursuant to an
exemption from or in a transaction not subject to the registration
requirements of the Securities Act. Any purported tender of the Existing Notes
resulting, directly or indirectly, from a violation of the restrictions herein
will be invalid and any purported tender of the Existing Notes by a person
located in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving instructions from
within the United States will be invalid and will not be accepted.

The distribution of this document in certain countries may constitute a breach
of applicable law. The information contained in this document does not
constitute an offer of securities for sale in the United States, Australia,
Canada or Japan.

This press release may not be published, forwarded or distributed, directly or
indirectly, in the United States, Australia, Canada or Japan. The distribution
of the Tender Offer Memorandum in certain jurisdictions may be restricted by
law. Persons into whose possession the Tender Offer Memorandum comes are
required to inform themselves about, and to observe, any such restrictions.

This announcement contains certain forward-looking statements with respect to
certain of the Offeror's current expectations and projections about future
events. These statements, which sometimes use words such as "intends,"
"proposes," "expects," "will," and words of similar meaning, reflect
management's beliefs and expectations and involve a number of risks,
uncertainties and assumptions (including the completion of the transactions
described in this announcement) that could cause actual results and
performance to differ materially from any expected future results or
performance expressed or implied by the forward-looking statement. The
information contained in this announcement is subject to change without notice
and, except as required by applicable law, neither the Offeror assumes any
responsibility or obligation to update publicly or review any of the
forward-looking statements contained in it. Readers should not place undue
reliance on forward-looking statements, which speak only as at the date of
this announcement.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

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