REG-Eutelsat Group Tender Offer
25/03/2024 08:15
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Tender Offer
EUTELSAT S.A. (Paris:ETL) (LSE:ETL):
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY
U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF
1993, AS AMENDED (THE “SECURITIES ACT”)) OR ANY PERSON LOCATED OR RESIDENT
IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING
PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE
NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH
OR DISTRIBUTE THIS ANNOUNCEMENT.
25 March 2024
EUTELSAT S.A.
(a joint-stock company (société anonyme) established under the laws of the
Republic of France)
(THE “COMPANY”)
ANNOUNCES THE LAUNCH OF A TENDER OFFER
TO THE QUALIFYING HOLDERS OF ITS OUTSTANDING
€800,000,000 2.00 PER CENT. BONDS DUE 2025 (OF WHICH €800,000,000 ARE
CURRENTLY OUTSTANDING) (ISIN: FR0013369493) (THE “EXISTING NOTES”);
TO TENDER ANY AND ALL OF THE EXISTING NOTES FOR PURCHASE FOR CASH ON THE TERMS
AND SUBJECT TO THE CONDITIONS SET OUT IN FULL IN THE TENDER OFFER MEMORANDUM
Description of the Existing Notes ISIN Outstanding Principal Amount Tender Offer Price Amount subject to the Tender Offer
€800,000,000 2.00 per cent. bonds due 2025 FR0013369493 €800,000,000 98 per cent Any and all, subject to the Transaction Condition
This notice must be read in conjunction with the tender offer memorandum dated
25 March 2024 (the “Tender Offer Memorandum”). Capitalised terms used in
this notice and not otherwise defined herein shall have the meanings ascribed
to them in the Tender Offer Memorandum. This notice and the Tender Offer
Memorandum contain important information which should be read carefully before
any decision is made to participate in the Tender Offer. If you are in any
doubt as to the action you should take, you are recommended to seek your own
financial advice, including as to any tax consequences, immediately from your
stockbroker, bank manager, solicitor, accountant or other appropriately
authorised independent financial adviser. Any person whose Existing Notes are
held on its behalf by a broker, dealer, bank, custodian, trust company or
other nominee must contact such entity if they wish to participate in the
Tender Offer (as defined below). The distribution of this notice in certain
jurisdictions (in particular the United States, the European Economic Area,
the United Kingdom, Belgium and the Republic of Italy) is restricted by law
(see "Offer Restrictions" below). Persons into whose possession of this
document comes are required to inform themselves about, and to observe, any
such restrictions.
On the terms and subject to the conditions contained in the Tender Offer
Memorandum, the Company invites each Qualifying Holder (subject to the offer
restrictions contained in the Tender Offer Memorandum) to tender its Existing
Notes for purchase by the Company (the “Tender Offer”) in a cash amount to
each Qualifying Holder equal to the Tender Consideration and the Accrued
Interest Amount upon the terms and subject to the conditions of the Tender
Offer as further described below.
The Company will announce, as soon as practicable on 4 April 2024 (i) whether
it will accept, subject to satisfaction or waiver of the Transaction
Condition, for purchase any offer of Existing Notes; and if so (ii) the
aggregate principal amount of Existing Notes tendered and accepted for
purchase, (iii) the Accrued Interest in respect of Existing Notes tendered and
accepted for purchase, and (iv) the aggregate principal amount of Existing
Notes that remains outstanding after the Settlement Date.
Terms of the Tender Offer
1. The amount in cash payable to each Qualifying Holder by the Company for the
Existing Notes validly tendered and accepted by it for purchase pursuant to
the Tender Offer will be an amount equal to the aggregate of (i) the Tender
Consideration and (ii) the Accrued Interest Amount.
2. The Settlement Date is expected to take place on 8 April 2024, on which date
the Company will pay the Tender Consideration and the Accrued Interest Amount
to each Qualifying Holder who has validly tendered for purchase its Existing
Notes under the Tender Offer and whose tenders have been accepted.
3. The Company may reject tenders of Existing Notes for purchase that it
considers, in its sole discretion, not to have been validly made and the
Company is under no obligation to any relevant holder of Existing Notes to
provide any reason or justification for refusing to accept any such tender of
Existing Notes for purchase.
4. The acceptance for purchase by the Company of Existing Notes validly tendered
pursuant to the Tender Offer is at the sole discretion of the Company and is
subject, without limitation, to, and conditional upon, on or before the
Settlement Date, the settlement of the issue of the New Notes to the
satisfaction of the Company (the “Transaction Condition”).
5. The Company has announced on the date hereof its intention to issue new euro
denominated senior unsecured notes (the “New Notes”).
6. The purpose of the Tender Offer and the planned issuance of the New Notes is,
amongst other things, to proactively manage the Company’s debt redemptions
and to extend the debt maturity profile of the Company.
Tender Offer Price
The Tender Offer Price is 98 per cent. of the principal amount of the Existing
Notes.
Transaction Condition
The Company is under no obligation to accept any valid tenders of Existing
Notes pursuant to the Tender Offer.
The acceptance for purchase by the Company of Existing Notes validly tendered
pursuant to the Tender Offer is at the sole discretion of the Company and is
subject, without limitation, to, and conditional upon, on or before the
Settlement Date, the settlement of the issue of the New Notes to the
satisfaction of the Company (the “Transaction Condition”).
The Company is entitled to amend or waive the Transaction Condition at its
sole discretion.
Priority allocation in the New Notes
A Qualifying Holder who wishes to subscribe for New Notes in addition to
tendering or indicating its firm intention to tender its Existing Notes for
purchase pursuant to the Tender Offer may, at the sole and absolute discretion
of the Company, receive priority (the “New Notes Priority”) in the
allocation of the New Notes, subject to such Qualifying Holder making a
separate application for the purchase of such New Notes to one of the Joint
Global Coordinators and Joint Bookrunners in accordance with the standard new
issue procedures of such Joint Global Coordinator and Joint Bookrunner.
Such priority will be given for an aggregate principal amount of New Notes up
to the aggregate principal amount of Existing Notes validly tendered by that
Qualifying Holder and accepted for purchase by the Company pursuant to the
Tender Offer and will be given over any investor who is applying for purchase
of such New Notes without having Existing Notes accepted in the Tender Offer.
The denomination of the New Notes will be €100,000 and integral multiples of
€1,000 in excess thereof. Accordingly, in order for any priority in the
allocation of New Notes to be effective, Qualifying Holder will need to have a
minimum of €100,000 in aggregate principal amount of Existing Notes accepted
for purchase by the Company pursuant to the Tender Offer.
A key factor in the allocation of the New Notes will be whether Qualifying
Holders have validly tendered or indicated their firm intention to the Company
or any of the Dealer Managers to tender their Existing Notes. When considering
allocation of the New Notes, the Company may intend to give preference to
those Qualifying Holders who, prior to such allocation, have validly tendered
or indicated their firm intention to the Company or any of the Dealer Managers
to tender the Existing Notes and subscribe for New Notes. However, the Company
is not obliged to allocate the New Notes to a Qualifying Holder who has
validly tendered or indicated a firm intention to tender the Existing Notes
pursuant to the Tender Offer. Any allocation of the New Notes, while being
considered by the Company as set out above, will be made in accordance with
customary new issue allocation processes and procedures.
To request New Notes Priority, a Qualifying Holder should contact the Dealer
Managers (in their capacity as a Managers of the issue of the New Notes) using
the contact details on the Contact Information page of this notice.
The pricing of the New Notes is expected to take place prior to the Expiration
Deadline and, as such, Qualifying Holders are advised to contact the Dealer
Managers (in their capacity as a Joint Global Coordinator and Joint Bookrunner
of the issue of the New Notes) as soon as possible prior to the Expiration
Deadline and prior to the pricing of the New Notes in order to request New
Notes Priority.
The Tender Offer Memorandum is not an offer to buy or sell, or a solicitation
of an offer to sell or buy, any New Notes or other securities in the United
States or any other jurisdiction. Securities 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 Notes have not been,
and will not be, registered under the Securities Act or the securities laws of
any state or other jurisdiction of the United States, and may not be offered,
sold or delivered, directly or indirectly, within the United States or to, or
for the account or benefit of, U.S. persons (as defined in Regulation S under
the Securities Act) except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act and
applicable state securities laws.
The target market for the New Notes Is eligible counterparties and
professional clients only, each as defined in Directive 2014/65/EU (as
amended, “MiFID II”) and the New Notes are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area.
For these purposes, a retail investor means a person who is one (or more) of:
(i) a retail client as defined in point (11) of MiFID II; (ii) a customer
within the meaning of Directive (EU) 2016/97 (as amended, the “Insurance
Distribution Directive”), where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II or
(iii) not a qualified investor as defined in Article 2 of the Prospectus
Regulation.
The application to receive priority in the allocation of New Notes does not
constitute an offer or acceptance by any Qualifying Holder to purchase New
Notes, and any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in the offering memorandum to
be prepared in connection with the issue and listing of such New Notes, which
will be available from the Joint Global Coordinators and Joint Bookrunners,
and no reliance is to be placed on any representations other than those
contained in such offering memorandum.
For the avoidance of doubt, the ability to purchase New Notes is subject to
all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Qualifying Holder and
the selling restrictions set out in the offering memorandum). It is the sole
responsibility of each Qualifying Holder to satisfy itself that it is eligible
to purchase New Notes before requesting New Notes Priority.
Settlement
The Settlement Date is expected to take place on 8 April 2024, on which date
the Company will pay the Tender Consideration and the Accrued Interest Amount
to the Qualifying Holders who have validly tendered for purchase their
Existing Notes under the Tender Offer and whose tenders have been accepted.
Amendment, Termination, Withdrawal or Extension
Subject as provided by the Tender Offer Memorandum, the Company may, at any
time and in its sole discretion, (i) amend or extend the Tender Offer (ii)
waive the Transaction Condition; and (iii) terminate or withdraw the Tender
Offer (including, but not limited to, where the Transaction Condition has not
been satisfied) prior to the announcement by the Company of whether the
Company intends to accept any Existing Notes for purchase.
If the Tender Offer is amended in any way that, in the opinion of the Company
(in consultation with the Dealer Managers), is materially prejudicial to
Qualifying Holders that have validly submitted Electronic Instruction Notices
or Acceptance Notices, then the Company will allow Qualifying Holders to
revoke such Electronic Instruction Notice or Acceptance Notice and will
announce, at the same time as the announcement of the amendment, a revocation
deadline (subject to any earlier deadlines imposed by the Clearing Systems and
any intermediary through which Qualifying Holders hold their Existing Notes).
An Electronic Instruction Notice or Acceptance Notice validly submitted in
accordance with the procedures set forth in the section of the Tender Offer
Memorandum titled “Terms of the Tender Offer – Procedure for submitting
Offers to Participate”, is otherwise irrevocable.
For the avoidance of doubt, any extension of the Tender Offer (including any
amendment in relation to the Expiration Deadline and/or Settlement Date) in
accordance with the terms of the Tender Offer as described in the section of
the Tender Offer Memorandum titled “Terms of the Tender Offer – Amendment,
Termination, Withdrawal or Extension” shall not be considered materially
prejudicial if the purchase of any Existing Notes for cash is completed by the
Company, by no later than the date falling 7 business days after the expected
Settlement Date.
Qualifying Holders wishing to exercise any such right of revocation should do
so in accordance with the procedures set out in the section of the Tender
Offer Memorandum titled “Terms of the Tender Offer – Procedure for
submitting Offers to Participate” above. Owners of Existing Notes that are
held through an intermediary are advised to check with their intermediary as
to when it would require to receive instructions to revoke an Electronic
Instruction Notice or an Acceptance Notice in order to meet the deadline
indicated above. Any Qualifying Holder who does not exercise any such right of
revocation before the revocation deadline in the circumstances and in the
manner specified above, shall be deemed to have waived such right of
revocation and its original Electronic Instruction Notice and / or Acceptance
Notice will remain effective.
Any Electronic Instruction Notice submitted before an amended Tender Offer is
made will be valid and binding in respect of such amended Tender Offer
(subject always to the revocation rights described above), provided that the
terms of the amended Tender Offer are not considered by the Company in its
sole discretion to be materially prejudicial to Qualifying Holders.
Expected Timetable
Please note the following important dates and times relating to the Tender
Offer. Each date and time is indicative only and is subject to the right of
the Company to extend, amend, terminate and/or withdraw the Tender Offer,
subject to applicable law and as provided in the Tender Offer Memorandum. Any
publication or notification will be made as soon as practicable after the
relevant event hereunder.
None of the Company, the Information Agent, the Tender Agent or the Dealer
Managers warrants that any or all of the events referred to below will take
place as and/or when described including, in particular, in the case of any
publications or announcements made through or via any Clearing System,
Notifying News Service (as defined below) or the Luxembourg Stock Exchange
website nor shall they be liable for any delay or failure of any Clearing
System to deliver any notices to Direct Participants or Qualifying Holders of
Existing Notes or of any Notifying News Service to publish a notice.
Events Dates and Times
(All times are Paris time)
Beginning of Tender Offer Period.
Launch of the Tender Offer
25 March 2024
Tender Offer announced and notice of the Tender Offer submitted to the
Clearing Systems and published by way of an announcement on the website of the
Luxembourg Stock Exchange (www.bourse.lu
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.bourse.lu&esheet=53914503&newsitemid=20240325714353&lan=en-US&anchor=www.bourse.lu&index=1&md5=3109d359683c2fc5aa213096d013e346)
), the website of the Company (www.eutelsat.com
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.eutelsat.com&esheet=53914503&newsitemid=20240325714353&lan=en-US&anchor=www.eutelsat.com&index=2&md5=22c0fd234ab5992eb7e048dc8d45cd98)
) and on a Notifying News Service.
Tender Offer Memorandum made available to Qualifying Holders, upon request to
the Information Agent.
Pricing of the New Notes Expected to occur prior to the Expiration Deadline
Expiration Deadline 5.00 p.m. on 3 April 2024
Deadline for receipt by the Tender Agent of all Acceptance Notices.
Qualifying Holders should note that Electronic Instruction Notices must be
submitted in accordance with the deadlines of the relevant Clearing System to
have such Electronic Instruction Notice reflected in an Acceptance Notice (as
applicable).
End of Tender Offer Period.
Provided the Company has not elected to withdraw or terminate the Tender Offer
in accordance with “Terms of the Tender Offer — Amendment, Termination,
Withdrawal or Extension” of the Tender Offer Memorandum and subject to the
Transaction Condition, determination of any Accrued Interest
Announcement of the final results of the Tender Offer (which remain subject to As soon as practicable on 4 April 2024
satisfaction or waiver of the Transaction Condition)
Announcement of whether the Company will accept valid tender instructions of
Existing Notes for purchase, and, if so accepted, of:
1. the aggregate principal amount of Existing Notes tendered and accepted for
purchase;
2. the Accrued Interest in respect of Existing Notes tendered and accepted for
purchase; and
3. the aggregate principal amount of Existing Notes that remain outstanding after
the Settlement Date.
Announcement of the final results of the Tender Offer to be submitted to the
Clearing Systems and published by way of announcement on a Notifying News
Service and on the website of the Luxembourg Stock Exchange (www.bourse.lu
(https://cts.businesswire.com/ct/CT?id=smartlink&url=http%3A%2F%2Fwww.bourse.lu&esheet=53914503&newsitemid=20240325714353&lan=en-US&anchor=www.bourse.lu&index=3&md5=7dfb09f6b944c18fbbc34596f3963fcc)
).
Settlement Date of the Tender Offer
Subject to satisfaction or waiver of the Transaction Condition, payment of the
Expected to take place on 8 April 2024
Tender Consideration and the Accrued Interest Amount validly tendered and
accepted for purchase by the Company.
Qualifying Holders are advised to check with the bank, securities broker or
other intermediary through which they hold their Existing Notes whether such
intermediary would require receiving instructions to participate in, or
withdraw their instruction to participate in, the Tender Offer prior to the
deadlines set out above. The deadlines set by each Clearing System for the
submission of Electronic Instruction Notices may also be earlier than the
relevant deadlines above, in which case Qualifying Holders should follow those
earlier deadlines. See “Terms of the Tender Offer” of the Tender Offer
Memorandum.
Significant delays may be experienced where notices are delivered through the
Clearing Systems and Qualifying Holders are urged to contact the Dealer
Managers or the Information Agent at the contact details specified on the
Contact Information page of this notice for the relevant announcements during
the Tender Offer Period. All announcements will be made available upon release
at the offices of the Information Agent and the Tender Agent.
Further Information
Qualifying Holders are advised to read carefully the Tender Offer Memorandum
for full details of and information on the procedures for participating in the
Tender Offer in respect of the Existing Notes.
Any charges, costs and expenses charged by the Qualifying Holders intermediary
shall be borne by such Qualifying Holders.
The Tender Offer Memorandum and/or this notice do not constitute a
recommendation by the Company, the Dealer Managers, the Tender Agent, the
Information Agent or any of their respective affiliates, directors or
employees to Qualifying Holders to tender Existing Notes. The Dealer Managers
do not take responsibility for the content of this notice. None of the
Company, the Dealer Managers, the Tender Agent, the Information Agent or any
of their respective affiliates, directors or employees has authorised any
third party to make any such recommendation. Qualifying Holders should
thoroughly examine the information contained in the Tender Offer Memorandum,
consult their personal legal, tax and investment advisers and make an
independent decision whether to tender any Existing Note held by them to the
Company on the basis of the Tender Offer.
For more information regarding the terms and conditions of the Tender Offer
please refer to the Tender Offer Memorandum.
Questions and requests for documents or assistance in relation to the
procedures relating to participation in the Tender Offer may be addressed to
the Dealer Managers, the Information Agent or the Tender Agent, the contact
details of which are provided below.
Contact Information
The Company:
Eutelsat S.A.
32 Boulevard Gallieni
92130 Issy-les-Moulineaux
France
The Dealer Managers of the Tender Offer are:
BNP Paribas Crédit Agricole Corporate and Investment Bank Société Générale
12 place des États-Unis
16, boulevard des Italiens
Immeuble Basalte
75009 Paris
CS 70052 92 547 Montrouge Cedex
France
17 Cours Valmy, CS 50318, 92972 Paris
France
La Défense Cedex
France
Attention: Liability Management Group
Attn: Liability Management
Telephone: +33 1 55 77 78 94
Tel: +44 207 214 5903
Email: liability.management@bnpparibas.com
Attn: Liability Management
(mailto:liability.management@bnpparibas.com)
Email: liability.management@ca-cib.com
(mailto:liability.management@ca-cib.com)
Tel: +33 1 42 13 32 40
Email: liability.management@sgcib.com (mailto:liability.management@sgcib.com)
The Information Agent for the Tender Offer will be:
BNP Paribas Securities Services Business Line
Les Grands Moulins de Pantin
9, rue du Débarcadère
93500 Pantin
France
Tel: +33 1 40 14 14 30
Email: paris.bp2s.information.agent@bnpparibas.com
(mailto:paris.bp2s.information.agent@bnpparibas.com)
The Tender Agent for the Tender Offer will be:
BNP Paribas Securities Services Business Line
9, rue du Débarcadère
93500 Pantin
France
Attn: Corporate Trust Services
Tel: +33 1 40 14 14 30
Fax: +33 1 57 43 31 38
Email: paris.bp2s.offers@bnpparibas.com
(mailto:paris.bp2s.offers@bnpparibas.com)
Copies of the Tender Offer Memorandum are available upon request addressed to
the Tender Agent or the Information Agent.
Prior to making a decision as to whether to participate in the Tender Offer,
Qualifying Holders should carefully consider all of the information in the
Tender Offer Memorandum.
OFFER RESTRICTIONS
The distribution of this notice or the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose possession this
notice comes are required by each of the Company, the Dealer Managers, the
Tender Agent and the Information 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
Tender Offer that would permit a public offering of securities.
United States
The Tender Offer is not being made or offered and will not be made or offered
directly or indirectly in or into, or by use of the mails of, or by any means
or instrumentality (including, without limitation, facsimile transmission,
telex, telephone, email and other forms of electronic transmission) of
interstate or foreign commerce of, or any facility of a national securities
exchange of, or to owners of Existing Notes who are located in the United
States (as defined in Regulation S of the U.S. Securities Act of 1933, as
amended (the “Securities Act”)), or to, or for the account or benefit of,
any U.S. persons as defined in Regulation S of the Securities Act (each a
“U.S. person”) and the Existing Notes may not be tendered in the Tender
Offer by any such use, means, instrumentality or facility from or within the
United States, by persons located or resident in the United States or by U.S.
persons. Accordingly, copies of the Tender Offer Memorandum and any documents
or materials related to the Tender Offer are not being, and must not be,
directly or indirectly, mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees or trustees)
in or into the United States or to any such person. Any purported offer to
sell in response to the Tender Offer resulting directly or indirectly from a
violation of these restrictions will be invalid, and purported tender of
Existing Notes made by a person located in the United States, a U.S. person,
by any person acting for the account or benefit of a U.S. person, or any
agent, fiduciary or other intermediary acting on a non-discretionary basis for
a principal giving instructions from within the United States or any U.S.
person will not be accepted.
Each Qualifying Holder of Existing Notes participating in the Tender Offer
will represent that it is not participating in the Tender Offer from the
United States, that it is participating in the Tender Offer in accordance with
Regulation S under the Securities Act and that it is not a U.S. person or it
is acting on a non-discretionary basis for a principal located outside the
United States that is not giving an order to participate in the Tender Offer
from the United States and who is not a U.S. person.
United Kingdom
The communication of this notice, the Tender Offer Memorandum and any other
documents or materials relating to the Tender 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) those persons who are existing members or creditors of the Company or
other persons within Article 43(2) of the UK Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (as amended) and (ii) any other
persons to whom these documents and/or materials may lawfully be communicated
in circumstances in which section 21 of the FSMA does not apply (together
being referred to as “relevant persons” in this paragraph), and must not
be acted on or relied upon by persons other than relevant persons. Any
investment activity referred to in this notice, the Tender Offer Memorandum or
such other offer material are available only to relevant persons and will be
engaged in only with relevant persons.
This notice and the Tender Offer Memorandum have been prepared on the basis
that the Tender Offer in the United Kingdom will be made pursuant to an
exemption under the Regulation (EU) No. 2017/565 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018
(“EUWA”) from the requirement to produce a prospectus.
European Economic Area and United Kingdom
In any European Economic Area Member State (each, an “EEA Member State”),
this notice and the Tender Offer Memorandum are only addressed to and are only
directed at qualified investors in within the meaning of the Prospectus
Regulation in that EEA Member State.
Each person in an EEA Member State who receives any communication in respect
of the Tender Offer contemplated in this notice and the Tender Offer
Memorandum will be deemed to have represented, warranted and agreed to and
with each Dealer Manager and the Company that it is a qualified investor
within the meaning of Article 2(e) of the Prospectus Regulation.
General
This notice or the Tender Offer Memorandum does not constitute an offer to buy
or the solicitation of an offer to sell Existing Notes, and tenders of
Existing Notes for purchase pursuant to the Tender Offer will not be accepted
from Qualifying Holders in any circumstances in which such offer or
solicitation is unlawful.
In addition to the representations referred to above in respect of the United
States, each Qualifying Holder participating in a Tender Offer will also be
deemed to give certain representations in respect of the other jurisdictions
referred to above and generally as set out in “Terms of the Tender Offer”
of the Tender Offer Memorandum. Any tender of Existing Notes for purchase
pursuant to the Tender Offer from a Qualifying Holder that is unable to make
these representations will not be accepted. Each of the Company, the Dealer
Managers, the Information Agent and the Tender Agent reserves the right, in
its absolute discretion, to investigate, in relation to any tender of Existing
Notes for purchase pursuant to the Tender Offer, whether any such
representation given by a Qualifying Holder is correct and, if such
investigation is undertaken and as a result the Company or the Tender Agent
determines (for any reason) that such representation is not correct, such
tender shall not be accepted.
The Dealer Managers, the Company, the Information Agent and the Tender Agent
(or their respective directors, employees or affiliates) make no
representations or recommendations whatsoever regarding this notice, the
Tender Offer Memorandum or the Tender Offer. The Tender Agent and the
Information Agent are each an agent of the Company and each owes no duty to
any Qualifying Holder.
None of the Company, the Dealer Managers, the Information Agent or the Tender
Agent makes any recommendation as to whether or not Qualifying Holders should
participate in the Tender Offer.
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