REG - Aragvi Finance Intnl - Tender Offer and Consent Solicitation

Bank Of New York MellonAnnouncement

28/10/2024 10:45

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241028:nRSb8672Ja&default-theme=true

RNS Number : 8672J  Aragvi Finance International DAC  28 October 2024

NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

28 October 2024

ARAGVI FINANCE INTERNATIONAL DAC ANNOUNCES TENDER OFFER AND CONSENT
SOLICITATION IN RESPECT OF U.S.$500,000,000 8.45 PER CENT. SECURED NOTES DUE
2026 ISSUED BY ARAGVI FINANCE INTERNATIONAL DAC

 Description of the Notes               ISIN / Common Code / CUSIP (Rule 144A)  Amount Outstanding
 U.S.$500,000,000 8.45% notes due 2026  Regulation S:                           U.S.$500,000,000

XS2326545204 / 232654520

                                        Rule 144A:

US03851RAB06 / 232656263 / 03851R AB0

Aragvi Finance International DAC (the "Offeror") today announces its
invitation to holders (the "Holders") (subject to certain offer and
distribution restrictions referred to below) of the U.S.$500,000,000 8.45 per
cent. secured notes due 2026 (the "Notes") issued by the Offeror and
guaranteed on a joint and several basis by the Guarantors (as defined in the
tender offer and consent solicitation memorandum dated 28 October 2024 (the
"Memorandum")), to tender any and all of such Notes held by the Holders for
purchase by the Offeror for cash (the "Tender Offer") and concurrently to
(i) consent to amend by extraordinary resolution (the "Extraordinary
Resolution") the terms and conditions of the Notes (the "Conditions") and the
trust deed constituting the Notes (the "Trust Deed"), and (ii) authorise by
Extraordinary Resolution BNY Mellon Corporate Trustee Services Limited (the
"Trustee") and Intertrust Trustees Limited (the "Security Trustee") to provide
certain consents in respect of the Security Documents (as defined in the
Memorandum), in each case to provide for mandatory early redemption of the
Notes and permit the Offeror to issue secured notes to be denominated in U.S.
Dollars (the "Proposal" and, together with the Tender Offer, the "Offer").

The Offer is made on the terms and subject to the conditions set forth in the
Memorandum. Copies of the Memorandum are available from the Tender and
Tabulation Agent as set out below. Capitalised terms used in this announcement
but not defined herein have the meanings given to them in the Memorandum and
the Conditions.

Consideration in respect of the Tender Offer

 Tender Offer Consideration per U.S.$1,000 principal amount of Notes (equal to  Early Tender Premium per U.S.$1,000 principal amount of Notes  Total Consideration per U.S.$1,000 principal amount, comprising the Tender
 the Early Redemption Amount)                                                                                                                  Offer Consideration and the Early Tender Premium
 U.S.$1,000.00                                                                  U.S.$5.00                                                      U.S.$1,005.00

Consideration in respect of the Proposal:

 Early Redemption Amount per U.S.$1,000 principal amount of Notes (equal to the  Early Consent Fee per U.S.$1,000 principal amount of Notes
 Tender Offer Consideration)
 U.S.$1,000.00                                                                   U.S.$2.50

For the avoidance of doubt, Holders may be eligible to receive either (i) the
Tender Offer Consideration and the Early Tender Premium (if applicable) or
(ii) the Early Redemption Amount and the Early Consent Fee (if applicable), in
each case together with Accrued Interest, but not both.

Indicative Timetable

This is an indicative timetable showing one possible outcome for the timing of
the Offer, based on the dates set out in the Memorandum. This timetable is
subject to change and dates may be extended or changed by the Offeror (acting
jointly with the Parent), in its discretion, in accordance with the terms and
conditions set out in the Memorandum (including the Conditions to the Offer).
Accordingly, the actual timetable may differ significantly from the timetable
set forth below. In addition, the timetable may also differ if the Meeting is
required to be adjourned.

 Date and time (all times are New York City time, unless otherwise stated)  Event
 28 October 2024............................................                Launch Date
 5:00 p.m., 7 November 2024.........................                        Record Date
 5:00 p.m., 8 November 2024.........................                        Early Participation Deadline
 5:00 p.m., 8 November 2024.........................                        Withdrawal Deadline
 12 November 2024........................................                   Announcement of Early Results
 Expected to be as soon as practicable after the Early Participation        Pricing of New Notes
 Deadline.....................
 5:00 p.m., 15 November 2024.......................                         Voting Deadline
 10:00 a.m. (London time), 19 November                                      Meeting
 2024..............................................................
 As soon as possible after the Meeting............                          Announcement of Results
 20 November 2024........................................                   Expected Settlement Date of the New Notes
 22 November 2024........................................                   Early Settlement Date of the Offer
 5:00 p.m., 26 November 2024.......................                         Expiration Deadline
 29 November 2024........................................                   Final Settlement Date of the Tender Offer
 2 December 2024..........................................                  Early Redemption Date

 

Rationale for the Offer

The rationale for the Offer and the issue of the New Notes is to permit the
Group to manage proactively the Parent's upcoming debt redemptions and extend
the average debt maturity profile of the Group.

In addition, the New Notes are expected to be issued on 20 November 2024,
which falls before the Early Redemption Date, currently expected to take place
on 2 December 2024. On issue, the New Notes will benefit from the
second-ranking security over certain movable and immovable property of the
Pledgors (the "Secured Property"). The Secured Property is currently the
subject of the first-ranking security for the benefit of Holders and the Trust
Deed and the Conditions do not permit the creation of any further security
(including the second-ranking security for the benefit of holders of the New
Notes) over the Secured Property.

Accordingly, the Proposal seeks to (i) sanction changes to the Trust Deed and
the Conditions and (ii) authorise the Trustee and the Security Trustee to
provide certain consents and directions in respect of the Security Documents,
in each case to permit (a) the Mandatory Early Redemption, (b) the issue of
New Notes and (c) the New Notes to benefit from the second-ranking security
over the Secured Property.

The Offeror (acting jointly with the Parent) intends to cancel all Notes
purchased by it pursuant to the Offer and convert the second-ranking security
over the Secured Property into the first-ranking security over the Secured
Property after completion of the Mandatory Early Redemption and in any event
within 30 days of the issue date of the New Notes. If the conversion from the
second-ranking security over the Secured Property into the first-ranking
security over the Secured Property does not occur within 30 days of the issue
date of the New Notes, holders of the New Notes will have the option to
require the Offeror to redeem such New Notes at their principal amount
together with interest accrued to (but excluding) the date of redemption.

The Offer

In respect of the Offer:

·         Holders of Notes that validly tender their Notes (and do
not subsequently withdraw such instructions) and that concurrently consent to
the Proposal at or prior to the Early Participation Deadline will, to the
extent their Notes are accepted for purchase, receive, per U.S.$1,000 in
principal amount of Notes accepted for purchase, the Total Consideration,
which comprises the Tender Offer Consideration plus the Early Tender Premium
(each as set forth in the table above);

·         Holders of Notes that validly tender their Notes (and do
not subsequently withdraw such instructions) and that concurrently consent to
the Proposal after the Early Participation Deadline but at or prior to the
Expiration Deadline shall, to the extent their Notes are accepted for
purchase, receive only the Tender Offer Consideration, which does not include
the Early Tender Premium; and

·         In any case, holders of Notes that validly tender their
Notes and that concurrently consent to the Proposal will, to the extent the
Notes are accepted for purchase, also receive Accrued Interest  on such Notes
as described further below.

In order to be valid, the tender of the Notes must be accompanied by a vote to
approve the Extraordinary Resolution consenting to the Proposal. In the case
of Notes held through Euroclear or Clearstream, Luxembourg, the tender of any
Notes in the Tender Offer will automatically result in such Notes being voted
to approve the Extraordinary Resolution consenting to the Proposal. In the
case of Notes held through DTC, the tender of the Notes in the Tender Offer is
conditional upon the Holder concurrently submitting a Form of Sub-Proxy to the
Tender and Tabulation Agent to approve the Extraordinary Resolution consenting
to the Proposal.

The Offeror (acting jointly with the Parent) will accept tenders of Notes for
purchase only in minimum denominations of U.S.$200,000 and integral multiples
of U.S.$1,000 in excess thereof. No alternative, conditional or contingent
tenders will be accepted.

Alternatively, to be eligible to receive the Early Consent Fee (as set forth
in the table above) (without tendering Notes), Holders must consent to the
Proposal at or prior to the Early Participation Deadline. The Early Consent
Fee will only be paid if the Extraordinary Resolution is approved at the
Meeting. Holders who consent to the Proposal without tendering Notes after the
Early Participation Deadline but at or prior to the Voting Deadline (subject
to the right of the Offeror (acting jointly with the Parent) to extend,
re-open and/or terminate the Offer), or who vote against or abstain from the
Proposal, shall not be eligible to receive any consent fee or other
consideration.

Holders who wish to participate in the Proposal must either (i) tender their
Notes and concurrently consent to the Proposal or (ii) consent to, vote
against or abstain from the Proposal without tendering Notes, in each case at
or prior to the Voting Deadline. Holders who validly deliver their Tender
Instructions (and do not subsequently withdraw such Tender Instructions) after
the Voting Deadline but at or prior to the Expiration Deadline will not be
eligible to participate in the Proposal but shall be eligible to receive the
Tender Offer Consideration (together with Accrued Interest) for Notes accepted
for purchase, which equals the Total Consideration less the Early Tender
Premium.

Payment for Notes accepted for purchase in the Tender Offer in respect of
which (i) Tender Instructions are received by the Tender and Tabulation Agent
at or prior to the Early Participation Deadline will be made on the Early
Settlement Date and (ii) Tender Instructions are received by the Tender and
Tabulation Agent after the Early Participation Deadline but at or prior to the
Expiration Deadline will be made on the Final Settlement Date, in each case
unless the Offer is extended by the Offeror (acting jointly with the Parent)
at its discretion including but not limited to where the Meeting is adjourned
for lack of quorum. Payment of the Early Consent Fee for Notes in respect of
which Voting Instructions are received by the Tender and Tabulation Agent at
or prior to the Early Participation Deadline will also be made on the Early
Settlement Date.

THE TENDER OFFER IS CONDITIONAL UPON PASSING OF THE EXTRAORDINARY RESOLUTION.

New Financing Condition and Priority Allocation Right

On or around the date of the Memorandum, the Offeror expects to announce its
intention to issue the New Notes. The Offeror (acting jointly with the Parent)
will decide, in its discretion, whether to accept for purchase Notes validly
tendered in the Tender Offer subject to the Parent (acting jointly with the
Offeror) being satisfied that the Offeror has received (or will receive on or
prior to the Early Settlement Date) an amount by way of proceeds of the issue
of New Notes, which is sufficient (as determined by the Parent (acting jointly
with the Offeror) in its sole discretion) in order to enable the Offeror
(acting jointly with the Parent) to finance the payment by it of (i) the Total
Consideration or the Tender Offer Consideration (as the case may be) and
Accrued Interest in respect of all Notes validly tendered and accepted for
purchase pursuant to the Tender Offer, (ii) any Early Consent Fee and (iii)
the Early Redemption Amount and Accrued Interest in respect of all Notes
subject to the Mandatory Early Redemption, if the Extraordinary Resolutions in
respect of Notes are approved at the Meeting. Whether the Offeror (acting
jointly with the Parent) will purchase any Notes validly tendered in the
Tender Offer is subject, without limitation, to the pricing and settlement of
the issue of the New Notes.

Subject to the conditions and on the terms set out in the Memorandum, a Holder
that wishes to subscribe for New Notes, in addition to tendering Notes for
purchase pursuant to the Tender Offer and concurrently consenting to the
Proposal prior to the Early Participation Deadline, may request priority in
the allocation of the New Notes, subject to the issue of the New Notes and as
set out in "-Procedure for obtaining a Priority Allocation Right" in the
Memorandum.

Such priority will be given for an aggregate principal amount of New Notes
(such priority amount, a "Priority Allocation Right") up to the aggregate
principal amount of Notes that are the subject of the Holder's valid Tender
and Priority Allocation Right Instruction received prior to the Early
Participation Deadline.

Holders who consent to the Proposal without tendering Notes will not be
eligible to receive a Priority Allocation Right.

To receive a Priority Allocation Right, a Holder must:

(i)        contact a Dealer Manager and Solicitation Agent to register
its interest in the New Notes and to obtain its unique reference number (the
"Allocation Code") prior to the Early Participation Deadline;

(ii)       (1) if its Notes are held through Euroclear or Clearstream,
Luxembourg, in addition to submitting a Tender and Priority Allocation Right
Instruction, instruct its custodian to specify in the free format text field
of its Tender and Priority Allocation Right Instruction submitted through
Euroclear or Clearstream, Luxembourg: (A) the Allocation Code so provided to
the Holder by a Dealer Manager and Solicitation Agent, (B) the name of the
Holder in respect of the Notes being tendered or consent being given (or an
abbreviation thereof), (C) a contact telephone number and (D) a contact email
address; or

(2) if its Notes are held through DTC, in addition to submitting a Tender and
Priority Allocation Right Instruction, instruct its custodian to specify in
the free format text field of its Tender and Priority Allocation Right
Instruction submitted through ATOP, the Allocation Code so provided to the
Holder by a Dealer Manager and Solicitation Agent; and

(iii)      make an application to a Joint Global Coordinator and Joint
Bookrunner or a Joint Bookrunner for the purchase of New Notes in accordance
with the standard new issue procedures of such Joint Global Coordinator and
Joint Bookrunner or Joint Bookrunner, including a reference to such Allocation
Code.

The receipt of an Allocation Code is not an allocation of New Notes. In order
to apply for the purchase of New Notes, such Holder must make a separate
application for the purchase of New Notes to a Dealer Manager and Solicitation
Agent in its capacity as a Joint Global Coordinator and Joint Bookrunner or a
Joint Bookrunner in accordance with the standard new issue procedures of such
Joint Global Coordinator and Joint Bookrunner or Joint Bookrunner. Holders are
advised that (i) no assurance is given that a particular Holder will be
allocated New Notes up to or in excess of its Priority Allocation Right (if
any) or at all; and (ii) Priority Allocation Rights granted in connection with
valid tenders of Notes may be subject to pro rata scaling, as a result of
which Holders who have requested a Priority Allocation Right may receive a
smaller or no allocation. Holders will not be entitled to withdraw their
Tender and Priority Allocation Right Instruction as a result of such pro rata
scaling.

The ability of any Holder to purchase New Notes or to apply for, obtain and
use an Allocation Code is subject to all applicable securities laws and
regulations in force in any relevant jurisdiction.

For full details regarding the Allocation Codes, please refer to the
Memorandum.

Meeting and Announcement of Results

There will be a Meeting of Holders to consider the Proposal at 10:00 a.m.
(London time) on 19 November 2024 by teleconference. As soon as possible after
the Meeting, the Offeror shall announce (i) the aggregate principal amount of
Notes validly tendered and the results of the Offer; (ii) whether the New
Financing Condition has been satisfied or is otherwise expected to be waived;
and (iii) the results of the Meeting and, if the Extraordinary Resolution in
respect of the Notes is passed and (provided the New Financing Condition has
been satisfied (unless waived)) the Supplemental Trust Deed is executed, the
Early Redemption Date.

General

The Offeror (acting jointly with the Parent) may, subject to applicable laws,
at its option:

(a)        extend the Early Participation Deadline, the Expiration
Deadline or the Voting Deadline (in which case, all references herein to
"Early Participation Deadline", "Expiration Deadline" or "Voting Deadline"
shall, unless the context requires otherwise, be to the latest time and date
to which the Early Participation Deadline, the Expiration Deadline or the
Voting Deadline (as the case may be) has been so extended);

(b)       extend, re-open or amend the Offer in any respect (including,
but not limited to, any extension, re-opening or amendment, as applicable, in
relation to the Early Participation Deadline, the Expiration Deadline, the
Voting Deadline, the Early Settlement Date or the Final Settlement Date, or
termination of the Proposal); or

(c)        delay acceptance of or purchase of Notes tendered in the
Offer until satisfaction or (to the extent such conditions are capable of
being waived) waiver of the Conditions to the Offer, even if the Offer has
expired.

The Offeror (acting jointly with the Parent) also reserves the right at any
time to waive (to the extent such conditions are capable of being waived) any
or all of the Conditions to the Offer (including, without limitation, the New
Financing Condition) as set out in the Memorandum. The Offeror (acting jointly
with the Parent) will ensure Holders are notified of any such extension,
re-opening or amendment as soon as is reasonably practicable after the
relevant decision is made in accordance with the procedures described in
section "-Announcements" on page 26 of the Memorandum.

Until such time (if any) as the Parent announces that the Conditions to the
Offer, including the approval of the New Financing Condition, have been
satisfied, or (to the extent any such Condition to the Offer is capable of
being waived) waived, and confirms the aggregate principal amount of Notes (if
any) accepted for purchase in the Tender Offer (on an unconditional basis and
notwithstanding that any interim announcement of results has been made), no
assurance can be given that any Notes, even if validly tendered pursuant to
the Tender Offer, will be accepted for purchase.

Before participating in the Offer, Holders are recommended to seek their own
financial or legal advice from their stockbroker, bank manager, legal adviser,
accountant or other independent financial or legal adviser. Holders whose
Notes are held on their behalf by a broker, dealer, commercial bank,
custodian, trust company or other nominee or intermediary or clearing system
(including any Clearing System) must contact such entity if they wish to
tender Notes in the Tender Offer and/or participate in the Meeting at which
the Extraordinary Resolution will be considered.

The Offeror will make (or cause to be made) announcements regarding the Offer
in accordance with applicable law: (i) by issue of a press release to a
Notifying News Service; (ii) by delivery of notices to the Clearing Systems
for communication to Direct Participants; and (iii) through either the OAM or
the Regulatory News Service. Copies of all announcements, notices and press
releases may be obtained from the Tender and Tabulation Agent at its address
and telephone number as set forth on the last page of the Memorandum. Delays
may be experienced in respect of notices delivered to the Clearing Systems and
Holders are urged to contact the Dealer Managers and Solicitation Agents or
the Tender and Tabulation Agent for the relevant announcements during the
course of the Offer, the contact details for which are listed below.

For further information on the Offer and terms and conditions on which the
Offer is made, Holders should refer to the Memorandum. Questions and requests
for assistance in connection with the (a) Offer may be directed to the Dealer
Managers and Solicitation Agents; and (b) Offer and the delivery of Tender
Instructions may be directed to the Tender and Tabulation Agent, the contact
details for all of which are below.

This announcement is made by Aragvi Finance International DAC and contains
information that qualified or may be 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 the Directors of Aragvi Finance
International DAC.

 

The Dealer Managers and Solicitation Agents for the Offer are:

 Citigroup Global Markets Limited               ING Bank N.V.

 Citigroup Centre                               Foppingadreef 7

Canada Square

Canary Wharf                                  1102 BD Amsterdam

London E14 5LB

United Kingdom                                The Netherlands

 Attention: Liability Management Group

 Telephone: +44 20 7986 8969

 Email: liabilitymanagement.europe@citi.com
 (mailto:liabilitymanagement.europe@citi.com)

                                                Attention: Liability Management Team

                                                Telephone: +44 20 7767 6784

                                                Email: liability.management@ing.com (mailto:liability.management@ing.com)

 Oppenheimer Europe Ltd.                        Raiffeisen Bank International AG

 125 Wood Street                                Am Stadtpark 9

 London EC2V 7AN                                1030 Vienna

 United Kingdom                                 Austria

 Attention: Liability Management Group          Attention: Bondsyndication

 Telephone: +44 20 7220 1947                    Email: project-bondsyndication@rbinternational.com

                                              (mailto:project-bondsyndication@rbinternational.com)
 Email: dl-euibcapitalmarketgroups@opco.com

 (mailto:dl-euibcapitalmarketgroups@opco.com)

 UniCredit Bank GmbH

 Arabellastraße 12

 D-81925 Munich

 Germany

 Attention: Liability Management

 Email: liability.management@unicredit.de
 (mailto:liability.management@unicredit.de)

 Tel: +49 89 378 15582

 

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

Citibank N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

Attention: Exchange Team

Email: citiexchanges@citi.com (mailto:citiexchanges@citi.com)

This announcement must be read in conjunction with the Memorandum. This
announcement and the Memorandum contain important information which should be
read carefully before any decision is made with respect to the Offer. If you
are in any doubt as to the contents of this announcement or the Memorandum or
the action you should take, you are recommended to seek your own financial and
legal advice, including in respect of any tax consequences, immediately from
your stockbroker, bank manager, legal adviser, accountant or other independent
financial adviser. Any individual or company whose 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 Notes in the
Tender Offer and/or participate in the Proposal.

This announcement is for informational purposes only. The Offer is being made
only pursuant to the Memorandum and only in such jurisdictions as is permitted
under applicable law. None of this announcement, the Memorandum nor any other
documents or materials relating to the Offer constitutes an offer to purchase
or the solicitation of an offer to tender or sell Notes to or from any person
located or resident in any jurisdiction where such offer or solicitation is
unlawful.

None of the Offeror, the Parent, the Dealer Managers and Solicitation Agents,
the Tender and Tabulation Agent, the Security Trustee or the Trustee (or their
respective affiliates, directors, officers, employees or agents) makes any
representation or recommendation whatsoever regarding this announcement, the
Memorandum, any document prepared in connection with it or the Offer,
including as to whether any Holder should tender or refrain from tendering all
or any portion of the principal amount of Notes held by it pursuant to the
Tender Offer, or consent or not consent to the Proposal or as to whether the
terms of the Offer are fair, and no one has been authorised by any of them to
make such a representation or recommendation.

The Tender and Tabulation Agent is the agent of the Offeror and owes no duty
to any Holder.

OFFER AND DISTRIBUTION RESTRICTIONS

General

This announcement does not constitute an offer to purchase, or the
solicitation of an offer to tender or sell, or to exercise any voting rights
with respect to any, Notes to or from, or by, any person located or resident
in any jurisdiction where such offer or solicitation is unlawful, and tenders
of Notes by Holders originating from any jurisdiction in which such offer or
solicitation is unlawful will not be accepted. The Offer is not being made,
directly or indirectly, in any jurisdiction where to do so would impose any
obligations on the Parent or the Offeror in such jurisdiction, including any
requirement to qualify as a foreign corporation or other entity or as a dealer
in securities in any such jurisdiction, file any general consent to service of
process in any such jurisdiction, subject itself to taxation in any such
jurisdiction if it is not otherwise so subject, make any filing with any
regulatory body in any such jurisdiction or otherwise have any document
approved by, or submitted to, any regulating body in such jurisdiction. In
those jurisdictions where the securities laws or other laws require the Offer
to be made by a licensed broker or dealer and any Dealer Manager and
Solicitation Agent or any of its respective affiliates is such a licensed
broker or dealer in such jurisdiction, the Offer shall be deemed to be made on
behalf of the Offeror (acting jointly with the Parent) by such Dealer Manager
and Solicitation Agent or affiliate (as the case may be) in such jurisdiction
and the Offer is not made in any such jurisdiction where either a Dealer
Manager and Solicitation Agent or any of its affiliates is not licensed.
Neither the delivery of the Memorandum or this announcement nor any purchase
of Notes shall, under any circumstances, create any implication that there has
been no change in the affairs of the Parent or the Offeror since the date
hereof, or that the information herein is correct as of any time subsequent to
the date hereof.

Each Holder participating in the Offer will be deemed to give certain
representations in respect of the jurisdictions referred to below, and
generally, on submission of Notes for tender in the Tender Offer and
submission of consent to the Proposal. Any tender of Notes for purchase
pursuant to the Offer from a Holder that is unable to make these
representations will not be accepted. Each of the Parent, the Offeror, the
Dealer Managers and Solicitation Agents and the Tender and Tabulation Agent
reserves the right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to the Tender Offer, or submission
of consent to the Proposal, whether any such representation given by a Holder
is correct and, if such investigation is undertaken and as a result the Parent
or the Offeror determines (for any reason) that such representation is not
correct, such tender will not be accepted.

United Kingdom

The communication of this announcement, the 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, 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
United Kingdom. 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: (i)
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 "Financial
Promotion Order"); (ii) persons who fall within Article 43(2) of the Financial
Promotion Order, including existing members and creditors of the Parent or the
Offeror; (iii) high net worth entities falling within Article 49 of the
Financial Promotion Order; or (iv) other persons to whom these documents
and/or materials may lawfully be communicated under the Financial Promotion
Order.

Belgium

Neither this announcement nor the Memorandum or any other documentation or
material relating to the Offer has been or will be submitted to the Financial
Services and Markets Authority ("Authorité des services et marchés
financiers / Autoriteit voor financiële diensten en markten") for approval or
recognition. Accordingly, in Belgium, the Offer may not be made by way of a
public takeover bid (openbaar overnamebod/offer publique d'acquisition) as
defined in article 3, §1 of the Belgian act on public takeover offers dated 1
April 2007, as amended from time to time (the "Belgian Takeover Law"), save in
those circumstances where a private placement exemption is available.
Therefore, the Offer is conducted exclusively under applicable private
placement exemptions. The Offer may therefore not be advertised and the Offer
will not be extended, and neither this announcement, the Memorandum nor any
other documentation or material relating to the Offer has been or will be
distributed or made available, directly or indirectly, to any person in
Belgium other than (i) to "qualified investors" within the meaning of Article
2, e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and (ii) in
any circumstances set out in Article 6, §4 of the Belgian Takeover Law). This
announcement and Memorandum have been issued for personal use by the
aforementioned qualified investors only and exclusively for the purpose of the
Offer. Accordingly, the information contained in this announcement and the
Memorandum may not be used for any other purpose nor may it be disclosed to
any other person in Belgium.

Cyprus

The Offer will not, directly or indirectly, be made to the public in the
Republic of Cyprus and this announcement, the Memorandum or any document,
circular, advertisement or other offering material will not be distributed in
the Republic of Cyprus except under circumstances which will result in
compliance with the Prospectus Regulation and any other applicable laws and
regulations in effect at the relevant time.

No investment services shall be provided or investment activities shall be
performed, whether or not in conjunction with any ancillary services (as these
terms are defined in the Investment Services and Activities and Regulated
Markets Law 2017, as amended ("Investment Services Law") in or from Cyprus in
connection with the Offer, this announcement or the Memorandum or if any
investment services are provided or any investment activities are performed
these shall be conducted solely under circumstances which will result in
compliance with the Investment Services Law and any other applicable laws and
regulations in effect at the relevant time.

France

This announcement, the Memorandum and any other documentation or material
relating to the Offer (including memorandums, information circulars, brochures
or similar documents) may not be distributed in the Republic of France except
to qualified investors as defined in Article 2(e) of the Prospectus
Regulation. This announcement and the Memorandum have not been submitted to
the clearance procedures of the Autorité des marchés financiers.

Ireland

This announcement and the Memorandum will only be distributed in Ireland in
conformity with the provisions of the Companies Act 2014 (as amended), the
Central Bank Acts 1942 - 2018 (as amended) and the European Union (Markets in
Financial Instruments) Regulations 2017, including, without limitation,
Regulation 5 thereof or any applicable provisions of Irish law.

Italy

None of this announcement, the Offer, the Memorandum nor any other documents
or materials relating to the Offer have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations.

A Holder located in the Republic of Italy may tender Notes through authorised
persons (such as investment firms, banks or financial intermediaries permitted
to conduct such activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended from time to time, and Legislative Decree No. 385 of September 1,
1993, as amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian authority.

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

Moldova

This announcement, the Memorandum and any documents or materials related to
the Offer will not be distributed in any manner in the Republic of Moldova,
have not been submitted to, reviewed or approved by the National Commission
for Financial Markets (Comisia Națională a Pieței Financiare) of the
Republic of Moldova and may not be used in connection with an offer (ofertă)
in the Republic of Moldova, including an offer made to the public on the
capital market of the Republic of Moldova or otherwise, and are not directed
at any person on the territory of the Republic of Moldova and should not be
relied on by any such person. The Offer is not made in the Republic of Moldova
and shall not be deemed to be an offer in the Republic of Moldova. This
announcement, the Memorandum and the Offer do not concern "securities" (valori
mobiliare) within the meaning of the Law No. 171 dated 11 July 2012 on the
Capital Market and the Offeror is not registered and operating in the Republic
of Moldova and is not a "joint stock company" within the meaning of Law No.
1134 dated 2 April 1997 on Joint Stock Companies or an "issuer" within the
meaning of Law No. 171 dated 11 July 2012 on the Capital Market.

Ukraine

The Offeror has not made and will not make, and no action has been taken to
authorise, any offer of the securities referred to in this announcement and
the Memorandum to the public in Ukraine, or any advertisement of any offer,
invitation, or solicitation provided in this announcement and the Memorandum
to the public in Ukraine. Any offer of such securities shall not constitute
circulation, distribution, placement, sale, purchase or other transfer of
securities in the territory of Ukraine. Further, any offer, invitation, or
solicitation provided for in this announcement and the Memorandum shall not
constitute an advertisement in the territory of Ukraine. Accordingly, nothing
in this announcement and the Memorandum shall be interpreted as being made to
the public in Ukraine and/or containing any offer or invitation to, or
solicitation of, any such circulation, distribution, placement, sale, purchase
or other transfer of securities, or advertisement in the territory of Ukraine.

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

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