REG - British Land Co PLC - Tender Offer

British LandAnnouncement

12/03/2025 09:30

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RNS Number : 3708A  British Land Co PLC  12 March 2025

The British Land Company PLC

Launches Cash Tender Offer

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

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM
(UK) DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(EUWA).

12 March 2025.  The British Land Company PLC (LEI Number:
RV5B68J2GV3QGMRPW209) (the Offeror) announces today separate invitations (each
such invitation an Offer and, together, the Offers) to holders of its
outstanding (i) £330,000,000 5.264 per cent. First Mortgage Debenture Bonds
due 2035 and (ii) £310,000,000 5.357 per cent. First Mortgage Debenture Bonds
due 2028 (together, the Bonds and each a Series) to tender their Bonds for
purchase by the Offeror for cash up to the Maximum Acceptance Amount (as
described below), subject to the satisfaction (or waiver) of the New Financing
Condition (as defined below).

The Offers are being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 12 March 2025 (the Tender Offer
Memorandum) prepared by the Offeror in connection with the Offers, and are
subject to the offer and distribution restrictions set out below and as more
fully described in the Tender Offer Memorandum. Bondholders are advised to
read carefully the Tender Offer Memorandum for full details of, and
information on the procedures for participating in, the Offers.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions set out below and as more fully described in the Tender Offer
Memorandum) available from (i) where the relevant Bonds are held in
certificated form or in CREST, the Receiving Agent and (ii) where the relevant
Bonds are held in Euroclear or Clearstream, Luxembourg (each a Clearing
System), the Tender Agent, contact details for each of which are set out
below.  Capitalised terms used but not otherwise defined in this announcement
shall have the meaning given to them in the Tender Offer Memorandum.

A summary of certain terms of the Offers appears below:

 Description of                                                         ISIN /                                            Outstanding      Benchmark Security*                                                   Purchase  Maximum Acceptance Amount

the Bonds
Common Code
nominal amount
Spread*
 £330,000,000 5.264 per cent. First Mortgage Debenture Bonds due 2035   ISIN (bearer):                                    £330,000,000     0.625 per cent. UK Treasury Gilt due July 2035 (ISIN: GB00BMGR2916)   80 bps    Subject as set out in the Tender Offer Memorandum, £150,000,000 in aggregate

XS0263451972 /                                                                                                                                    nominal amount of the Bonds across both Series combined

ISIN (registered):

GB00B19ZSN13 /

Common Code (bearer):

026345197 / Common Code (registered): 026430992
 £310,000,000 5.357 per cent. First Mortgage Debenture Bonds due 2028   ISIN (bearer):                                    £217,632,633     4.375 per cent. UK Treasury Gilt due March 2028 (ISIN: GB00BSQNRC93)  85 bps

XS0263450909 /

ISIN (registered): GB00B19ZPK76 /

Common Code (bearer):

026345090 / Common Code (registered): 026431166

* The Purchase Price that the Offeror will pay for any Bonds of a Series
validly tendered and accepted for purchase pursuant to the relevant Offer will
be determined in the manner described in the Tender Offer Memorandum on the
basis of the relevant Benchmark Security Rate, the Purchase Spread for such
Series (as set out in the table above) and the relevant Settlement Date. For
information purposes only, the Tender Offer Memorandum sets out hypothetical
Purchase Prices for different Benchmark Security Rates on the basis of the
expected relevant Settlement Date. Bondholders should note that the actual
Purchase Prices determined in the manner described in the Tender Offer
Memorandum could differ significantly from those hypothetical Purchase Prices.

Rationale for the Offers

The Offers are part of the Offeror's liability management activities. Any
Bonds purchased by the Offeror pursuant to the Offers will be cancelled and
will not be re-issued or re-sold.

Purchase Prices and Accrued Interest

In respect of each Series, the Offeror will pay for any Bonds of the relevant
Series validly tendered and accepted for purchase by the Offeror pursuant to
the relevant Offer on the relevant Settlement Date a cash purchase price for
such Bonds (such price, in respect of each Series, a Purchase Price) to be
determined at or around 11.00 a.m. (London time) on 25 March 2025 (the Pricing
Time) in the manner described in the Tender Offer Memorandum by reference to
the sum (such sum in respect of each Series, the Purchase Yield) of:

(i)         the relevant Purchase Spread specified in the table above;
and

(ii)        the relevant Benchmark Security Rate.

Each Purchase Price will be determined in accordance with market convention
and expressed as a percentage of the nominal amount of the Bonds of the
relevant Series accepted for purchase pursuant to the relevant Offer (rounded
to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is
intended to reflect a yield to maturity of the Bonds of the relevant Series on
the relevant Settlement Date based on the relevant Purchase Yield.
Specifically, the Purchase Price applicable to the Bonds of a particular
Series and the relevant Settlement Date will equal (a) the value of all
remaining payments of principal and interest on the relevant Series up to and
including the scheduled maturity date of the relevant Series, discounted to
the relevant Settlement Date at a discount rate equal to the relevant Purchase
Yield, minus (b) any Accrued Interest for such Series.

In respect of each Series, Bondholders should note that the Purchase Price
will be determined separately on the basis of the relevant Settlement Date,
but using the same Purchase Yield (as further described above). Accordingly,
in respect of each Series, the Purchase Price applicable to the Bearer
Settlement Date will differ from the Purchase Price applicable to the
Registered Settlement Date as a result of the value of all remaining payments
of principal and interest on the relevant Series up to and including the
scheduled maturity date of the relevant Series, being discounted to the
relevant Settlement Date.

The Offeror will also pay Accrued Interest in respect of any Bonds accepted
for purchase pursuant to the relevant Offer(s).

The next interest payment date for the 2028 Bonds falls on 31 March 2025, and
the next interest payment date for the 2035 Bonds falls on 24 March 2025.
Bondholders should note that any interest payable on the relevant interest
payment date in respect of each Series shall be payable to the relevant
Bondholders in accordance with, and subject to, the terms and conditions of
such Series. Accordingly, if the Offeror decides, in its sole and absolute
discretion, to accept for purchase valid tenders of Bonds pursuant to the
Offers:

(i)        any Bondholders holding the 2035 Bonds (whether in a Clearing
System, in certificated form or in CREST) whose Bonds are accepted for
purchase pursuant to the relevant Offer will receive (A) a regular interest
payment in respect of the 24 March 2025 interest payment date in accordance
with, and subject to, the terms and conditions of, the 2035 Bonds, and (B) on
the relevant Settlement Date, an Accrued Interest Payment pursuant to the
relevant Offer representing Accrued Interest from (and including) 24 March
2025 to (but excluding) the relevant Settlement Date;

(ii)       any Bondholders holding the 2028 Bonds in certificated form or
in CREST whose Bonds are accepted for purchase pursuant to the relevant Offer
will receive (A) a regular interest payment in respect of the 31 March 2025
interest payment date in accordance with, and subject to, the terms and
conditions of, the 2028 Bonds, and (B) on the Registered Settlement Date, an
Accrued Interest Payment pursuant to the relevant Offer representing Accrued
Interest from (and including) 31 March 2025 to (but excluding) the Registered
Settlement Date;

(iii)       any Bondholders holding the 2028 Bonds in a Clearing System
whose Bonds are accepted for purchase pursuant to the relevant Offer will
receive an Accrued Interest Payment pursuant to the relevant Offer, on the
Bearer Settlement Date, representing Accrued Interest from (and including) 30
September 2024 to (but excluding) the Bearer Settlement Date; and

(iv)       in respect of (A) the 2035 Bonds, the Accrued Interest
Payment on the Registered Settlement Date will be greater than the Accrued
Interest Payment on the Bearer Settlement Date; and (B) the 2028 Bonds, the
Accrued Interest Payment on the Registered Settlement Date will be less than
the Accrued Interest Payment on the Bearer Settlement Date.

Maximum Acceptance Amount and Final Acceptance Amount

If the Offeror decides, in its sole and absolute discretion, to accept for
purchase valid tenders of Bonds pursuant to the Offers, the Offeror currently
proposes to accept for purchase an aggregate nominal amount of  Bonds of up
to £150,000,000, although the Offeror reserves the right in its sole and
absolute discretion to accept significantly less than or significantly more
than (or none of) such amount for purchase pursuant to the Offers (the final
nominal amount of Bonds accepted for purchase pursuant to the Offers being the
Final Acceptance Amount).

The Offeror will determine the allocation of the nominal amount of Bonds
accepted for purchase pursuant to the Offers between the 2028 Bonds and the
2035 Bonds in its sole and absolute discretion, and reserves the right to
accept significantly more or significantly less than (or none of) the Bonds of
one such Series as compared to the other Series. For the avoidance of doubt,
the Offeror reserves the right to accept for purchase, in its sole and
absolute discretion, only the 2028 Bonds or only the 2035 Bonds.

Series Acceptance Amounts and Scaling

In respect of each Series, if the Offeror accepts any validly tendered Bonds
of such Series for purchase pursuant to the relevant Offer and the aggregate
nominal amount of Bonds of such Series validly tendered for purchase is
greater than the final aggregate nominal amount of Bonds of such Series
accepted for purchase (in respect of each Series, the Series Acceptance
Amount), the Offeror intends to accept Bonds of such Series for purchase on a
pro rata basis such that the aggregate nominal amount of Bonds of such Series
accepted for purchase pursuant to the relevant Offer is no greater than the
relevant Series Acceptance Amount, as further described in the Tender Offer
Memorandum.

New Financing Condition

The Offeror intends to issue a new series of sterling-denominated fixed rate
bonds (the New Bonds), subject to market conditions. The Offeror's purchase of
any Bonds validly tendered in the relevant Offer(s) is subject, without
limitation, to the successful completion (in the sole determination of the
Offeror) of the issue of the New Bonds (the New Financing Condition) (unless
the Offeror, in its sole and absolute discretion, elects to waive the New
Financing Condition).

Even if the New Financing Condition is satisfied, the Offeror is under no
obligation to accept for purchase any Bonds tendered pursuant to the relevant
Offer(s). The acceptance for purchase by the Offeror of Bonds validly tendered
pursuant to the relevant Offer(s) is at the sole and absolute discretion of
the Offeror, and tenders may be rejected by the Offeror for any reason or for
no reason.

Any investment decision to purchase any New Bonds should be made solely on the
basis of the information contained in (i) the base prospectus dated 26 June
2024 published by the Offeror relating to the EMTN Programme of the Offeror,
as supplemented by the supplement dated 10 March 2025 (together, the Programme
Prospectus) and (ii) the final terms to be published by the Offeror relating
to the New Bonds (the Final Terms), and no reliance is to be placed on any
information given or any representations made in connection with the New Bonds
other than those contained in the Programme Prospectus and the Final Terms.

The New Bonds are not being, and will not be, offered or sold in the United
States. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Bonds 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 Bonds 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 or to, or for the account or benefit of, U.S. persons.

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

Compliance information for the New Bonds:

UK MiFIR - professionals/ECPs-only / No PRIIPs or UK PRIIPs KID - Manufacturer
target market is eligible counterparties and professional clients only (all
distribution channels). No key information document (KID) under Regulation
(EU) No 1286/2014 or Regulation (EU) No 1286/2014 as it forms part of UK
domestic law by virtue of the EUWA has been or will be prepared as the New
Bonds are not available to retail investors in the European Economic Area
(EEA) or the UK.

Allocation of the New Bonds

When considering allocation of the New Bonds, the Offeror intends to give
preference to those eligible Institutional Bondholders who, prior to such
allocation, have given a confirmation to the Offeror or the Dealer Managers
that they have validly tendered (or have given a firm indication to the
Offeror or the Dealer Managers that they intend to tender) their Bonds
pursuant to an Offer. Therefore, any eligible Institutional Bondholder who
wishes to subscribe for New Bonds, in addition to tendering its Bonds for
purchase pursuant to an Offer, may be eligible to receive, at the sole and
absolute discretion of the Offeror, priority in the allocation of the New
Bonds, subject to the issue of the New Bonds and such eligible Institutional
Bondholder making a separate application for the purchase of such New Bonds to
the Dealer Managers (in their capacity as joint lead managers of the issue of
the New Bonds) or to any other joint lead manager of the issue of the New
Bonds in accordance with the standard new issue procedures of such joint lead
manager. However, the Offeror is not obliged to allocate the New Bonds to an
eligible Institutional Bondholder who has confirmed it has validly tendered or
given a firm indication that it intends to tender the Bonds pursuant to an
Offer and, if New Bonds are allocated, the nominal amount thereof may be less
or more than the nominal amount of Bonds tendered by such eligible
Institutional Bondholder and accepted by the Offeror pursuant to the relevant
Offer(s). Any such allocation will also, among other factors, take into
account the minimum denomination of the New Bonds (being £100,000).

All allocations of the New Bonds, 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 event that an eligible Institutional
Bondholder validly tenders Bonds pursuant to an Offer, such Bonds will remain
subject to such tender and the conditions of the relevant Offer(s) as set out
in the Tender Offer Memorandum, irrespective of whether that eligible
Institutional Bondholder receives all, part or none of any allocation of New
Bonds for which it has applied.

Tender Instructions

Different procedures apply for the submission of Tender Instructions in
respect of (a) Bonds held in certificated form, (b) Bonds held in CREST and
(c) Bonds held in a Clearing System.

In order to participate in, and be eligible to receive the relevant Purchase
Price and the relevant Accrued Interest Payment pursuant to the relevant
Offer, a Bondholder should, by no later than 5.00 p.m. (London time) on 24
March 2025 (the Expiration Deadline):

(a)        where such Bondholder's Bonds are held in certificated form,
deliver, or arrange to have delivered on its behalf, to the Receiving Agent
(for receipt by the Receiving Agent by the Expiration Deadline): (i) a valid,
completed Tender Instruction Form (in the form posted to holders of
certificated Bonds together with the Tender Offer Memorandum and available
from the Receiving Agent on request), and (ii) the certificate or certificates
for the Bonds which are the subject of such Tender Instruction Form;

(b)        where such Bondholder's Bonds are held in CREST, send (or,
in the case of CREST sponsored members, procure that their CREST sponsor
sends) a TTE Instruction to EUI, which must be properly authenticated in
accordance with EUI's specifications, containing the relevant information set
out in "Procedures for Participating in the Offers - Tender Instructions - TTE
Instructions, for Bonds held in CREST", and settled before the Expiration
Deadline, as further described in the Tender Offer Memorandum; and

(c)        where such Bondholder's Bonds are held in a Clearing System,
deliver, or arrange to have delivered on its behalf, via the relevant Clearing
System and in accordance with the requirements of such Clearing System, a
valid, completed Clearing System Tender Instruction that is received by the
Tender Agent by the Expiration Deadline.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Bonds of the relevant Series of no less than (i) where the relevant Bonds
are held in certificated form or in CREST, £1 or (ii) where the relevant
Bonds are held in a Clearing System, £1,000 in nominal amount, being the
applicable minimum denominations of each Series, and may thereafter be
submitted in integral multiples of £1 or £1,000, respectively. A separate
Tender Instruction must be completed in respect of each Series and, in the
case of Bonds held in a Clearing System, each beneficial owner.

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

Indicative Timetable for the Offers

 Events                                                                          Times and Dates

                                                                                 (all times are London time)
 Commencement of the Offers                                                      Wednesday, 12 March 2025
 Expiration Deadline                                                             5.00 p.m. on Monday, 24 March 2025
 Announcement of Indicative Results                                              As soon as reasonably practicable on Tuesday, 25 March 2025
 Pricing Time                                                                    At or around 11.00 a.m. (London time) on Tuesday, 25 March 2025
 Announcement of Acceptance and Final Results                                    As soon as reasonably practicable after the Pricing Time (expected to be on
                                                                                 Tuesday, 25 March 2025)
 Bearer Settlement Date for Bonds held in a Clearing System                      Subject to satisfaction (or waiver) of the New Financing Condition, expected
                                                                                 to be Thursday, 27 March 2025
 Registered Settlement Date for Bonds held in certificated form or in CREST      Subject to satisfaction (or waiver) of the New Financing Condition, expected
                                                                                 to be Tuesday, 8 April 2025

Unless stated otherwise, announcements in connection with the Offers will be
made (i) by publication through RNS
(https://www.londonstockexchange.com/news?tab=news-explorer
(https://www.londonstockexchange.com/news?tab=news-explorer) ), and (ii) in
the case of Bonds held in a Clearing System, by the delivery of notices to the
Clearing Systems for communication to Direct Participants. Such announcements
may also be made on the Informa IGM Screen Insider service and/or by the issue
of a press release to a Notifying News Service. The Offeror may, in its sole
and absolute discretion, also give notice by any other means it considers
appropriate, including without limitation by the posting of notices to the
registered addresses of Bondholders (in the case of Bonds held in certificated
form or in CREST). Copies of all such announcements, press releases and
notices can also be obtained upon request from the Receiving Agent and the
Tender Agent, the contact details for which are set out below.  Significant
delays may be experienced where notices are sent by post or are delivered to
the Clearing Systems and Bondholders are urged to contact the Receiving Agent
or Tender Agent, as applicable, for the relevant announcements during the
course of the Offers.  In addition, Institutional Bondholders may contact the
Dealer Managers for information using the contact details set out below.

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

Bondholders (including any beneficial owner holding Bonds through another
Registered Bondholder) are advised to check with any bank, securities broker
or other intermediary through which they hold Bonds when such intermediary
would need to receive instructions from a Bondholder in order for that
Bondholder to be able to participate in, or (in the limited circumstances in
which revocation is permitted) revoke their instruction to participate in, the
relevant Offer before the relevant deadlines specified above and in the Tender
Offer Memorandum.  The deadlines set by any such intermediary, each Clearing
System and CREST for the submission and withdrawal of Tender Instructions may
be earlier than the relevant deadlines specified above and in the Tender Offer
Memorandum.  Holders of Bonds in certificated form are also advised to ensure
that, where any documents are posted to the Receiving Agent, they allow
sufficient time to ensure receipt of such documents by the Receiving Agent by
the relevant deadline. All documentation sent to or from a Bondholder is sent
at such Bondholder's own risk.

None of the Dealer Managers (or their respective directors, officers,
employees, agents or affiliates) has any role or responsibility in relation to
any part of any Offer made to Bondholders who are not Institutional
Bondholders, where Institutional Bondholder means a Bondholder that is: (a) in
a member state of the EEA, an "eligible counterparty" or a "professional
client", each as defined in Directive 2014/65/EU on markets in financial
instruments (as amended from time to time); (b) in the UK, an "eligible
counterparty", as defined in the FCA Handbook Conduct of Business Sourcebook,
or a "professional client" as defined in point (8) of Article 2(1) of
Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of
the EUWA; or (c) in a jurisdiction outside of the EEA and the UK, an
institutional holder under applicable local law and not a retail holder.

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

Lloyds Bank Corporate Markets plc and NatWest Markets plc are acting as Dealer
Managers for the Offers, MUFG Corporate Markets, is acting as Receiving Agent
and Kroll Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offers may be
directed to (a) the Dealer Managers by the Institutional Bondholders and (b)
the Receiving Agent by any Bondholders who are not Institutional Bondholders.

THE DEALER MANAGERS

(in respect of the Offers as made to Institutional Bondholders)

 Lloyds Bank Corporate Markets plc                               NatWest Markets Plc

 10 Gresham Street                                               250 Bishopsgate

 London EC2V 7AE                                                 London EC2M 4AA

 United Kingdom                                                  United Kingdom
 Telephone: +44 (0) 20 7158 1719/1726                            Telephone: +44 (0) 20 7678 5222

 Email: LBCMLiabilityManagement@lloydsbanking.com Attention:     Email: NWMLiabilityManagement@natwestmarkets.com  Attention:

Liability Management, Commercial Banking
Liability Management

Questions and requests for assistance in connection with the delivery of
Tender Instructions for Bonds held in certificated form or in CREST may be
directed to the Receiving Agent.

 

MUFG Corporate Markets

Corporate Actions, Central Square

29 Wellington Street

Leeds LS1 4DL

United Kingdom

Telephone: 0371 664 0321

Calls are charged at the standard geographic rate and will vary by provider.

Calls outside the United Kingdom will be charged at the applicable
international rate.

The helpline is open between 9.00 am - 5.30 pm, Monday to Friday excluding
public holidays in England and Wales.  Please note that MUFG Corporate
Markets cannot provide any financial, accounting, regulatory, legal or tax
advice and calls may be recorded and monitored for security and training
purposes.

Questions and requests for assistance in connection with the delivery of
Tender Instructions for Bonds held in Euroclear or Clearstream, Luxembourg may
be directed to the Tender Agent.

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

 

Telephone: +44 207 704 0880

Email: britishland@is.kroll.com

Attention: Scott Boswell

Offer website: https://deals.is.kroll.com/britishland

This announcement is released by The British Land Company PLC and contains
information that qualified or may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR) as it
forms part of UK domestic law by virtue of the EUWA (UK MAR), encompassing
information relating to the Offers described above. For the purposes of UK MAR
and Article 2 of the binding technical standards published by the Financial
Conduct Authority in relation to MAR as regards Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by David Walsh, Chief
Financial Officer for The British Land Company PLC.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum.  This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers.  If any Bondholder is in any doubt as to the
action it should take, it is recommended to seek its own financial,
accounting, regulatory and/or legal advice, including as to any financial,
accounting and tax consequences, from its broker, bank manager, solicitor,
accountant or other independent financial, tax, regulatory or legal adviser.
Any individual or company whose Bonds 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 Bonds for purchase pursuant to
an Offer. The Dealer Managers are acting exclusively for the Offeror and no
one else in connection with the arrangements described in this announcement
and the Tender Offer Memorandum and will not be responsible to anyone other
than the Offeror for providing the protections afforded to customers of the
Dealer Managers or for advising any other person in connection with
arrangements described in this announcement and the Tender Offer Memorandum.
None of the Offeror, the Dealer Managers, the Receiving Agent or the Tender
Agent, nor any of their respective directors, employees, agents, advisers or
affiliates, makes any recommendation as to whether Bondholders should tender
Bonds for purchase pursuant to the Offers and none of them has authorised any
person to make any such recommendation.

OFFER AND DISTRIBUTION RESTRICTIONS

Nothing in this announcement or the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Offers
will not be accepted from any Bondholder) in any circumstances in which such
offer or solicitation is unlawful.  In any jurisdiction where the securities,
blue sky or other laws require an Offer to be made by a licensed broker or
dealer and either of the Dealer Managers or any of their respective affiliates
is such a licensed broker or dealer in such jurisdiction, such Offer shall be
deemed to be made by such Dealer Manager or affiliate, as the case may be, on
behalf of the Offeror in such jurisdiction (but only to any Bondholder that is
an Institutional Bondholder) and such Offer is not made in any such
jurisdiction where any Dealer Manager or any of its affiliates is not
licensed.

Nothing in this announcement or the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to sell or the solicitation of an
offer to buy the New Bonds in the United States or any other jurisdiction.

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Tender Offer Memorandum comes are required by
each of the Offeror, the Dealer Managers, the Receiving Agent and the Tender
Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the New
Bonds that would permit a public offering of securities and the minimum
denomination of the New Bonds will be £100,000.

United States

The Offers are not being made, and will not be made, directly or indirectly in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States.  This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication.  The Bonds may not be tendered
in the Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United
States.  Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offers are not
being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to any
persons located or resident in the United States.  Any purported tender of
Bonds in the Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Bonds made by, or by
any person acting for the account or benefit of, 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.

Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any Bonds or other
securities in the United States. Bonds may not be offered or sold in the
United States absent registration under, or an exemption from the registration
requirements of, the Securities Act. The New Bonds 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 or to, or for the
account or benefit of, any U.S. Person (as defined in Regulation S of the
Securities Act).

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

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any
other document or materials relating to the Offers 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.  Each
Offer is being carried out in the Republic of Italy (Italy) as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree
No. 58 of 24 February 1998, as amended (the Financial Services Act) and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended.

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

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is not being made and such
documents and/or materials have not been approved by an authorised person for
the purposes of Section 21 of the Financial Services and Markets Act 2000.
Accordingly, 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 as a financial promotion is only being made
to, and may only be acted upon by, those persons in the UK falling within
Article 43 of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the Financial Promotion Order) (which
includes an existing creditor of the Offeror and, therefore, includes the
Bondholders) or within the definition of investment professionals (as defined
in Article 19(5) of the Financial Promotion Order) or any other persons to
whom it may otherwise lawfully be made under the Financial Promotion Order
(together, relevant persons). Any investment or investment activity to which
this announcement and/or the Tender Offer Memorandum relates is available only
to relevant persons and will be engaged in only with relevant persons (and is
subject to other restrictions referred to in the Financial Promotion Order).

France

The Offers are not being made, directly or indirectly, to the public in the
Republic of France (France). This announcement, the Tender Offer Memorandum
and any other document or material relating to the Offers have only been and
shall only be distributed in France to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the
Tender Offer Memorandum has been or will be submitted for clearance to or
approved by the Autorité des Marchés Financiers.

Belgium

None of this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been submitted to or will be
submitted for approval or recognition to the Belgian Financial Services and
Markets Authority (Autorité des services et marchés financiers / Autoriteit
voor financiële diensten en markten) and, accordingly, the Offers may not be
made in Belgium by way of a public offering, as defined in Articles 3 and 6 of
the Belgian Law of 1 April 2007 on public takeover bids, as amended or
replaced from time to time. Accordingly, the Offers may not be advertised and
the Offers will not be extended, and none of this announcement, the Tender
Offer Memorandum or any other documents or materials relating to the Offers
(including any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available, directly or
indirectly, to any person in Belgium other than "qualified investors" within
the meaning of Article 2(e) of Regulation (EU) 2017/1129, acting on their own
account. Insofar as Belgium is concerned, this announcement and the Tender
Offer Memorandum have been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offers.
Accordingly, the information contained in this announcement and the Tender
Offer Memorandum may not be used for any other purpose or disclosed to any
other person in Belgium.

 

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