REG - Sri Lanka (Republic) - Settlement and Holding Period Announcement
23/12/2024 18:30
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RNS Number : 1868R Sri Lanka (G.D.S. Republic of) 23 December 2024
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT OR THE INVITATION MEMORANDUM (AS
DEFINED BELOW).
Colombo, Sri Lanka, December 23, 2024
THE DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA
SETTLEMENT OF CONSENT SOLICITATION AND INVITATION TO EXCHANGE (THE
"INVITATION") IN RESPECT OF THE DEMOCRATIC SOCIALIST REPUBLIC OF SRI LANKA'S
EXISTING BONDS AND NOTICE OF HOLDING PERIOD ARRANGEMENTS
On November 25, 2024, the Government of the Democratic Socialist Republic of
Sri Lanka (the "Republic"), launched the Invitation pursuant to an invitation
memorandum dated November 25, 2024 (the "Invitation Memorandum"). The
Invitation Memorandum is available on the Invitation Website (see below). On
December 16, 2024, the Republic announced the final results of the Invitation.
Terms used in this announcement but not defined herein have the respective
meanings given to them in the Invitation Memorandum.
Table A (Existing Bonds) below sets out the final results of the Invitation as
at the Expiration Deadline:
Table A - Existing Bonds
Description ISIN/CUSIP Principal Amount Outstanding((1)) Instructions received as a % of the Principal Amount Outstanding
Aggregated CAC Existing Bonds
U.S.$1,250,000,000 5.750% Bonds due April 18, 2023 Rule 144A: US85227SAV88 / 85227SAV8 U.S.$1,250,000,000 98.21%
Regulation S: USY8137FAK40 / Y8137FAK4
U.S.$1,000,000,000 6.850% Bonds due March 14, 2024 Rule 144A: US85227SAY28 / 85227SAY2 U.S.$1,000,000,000 97.18%
Regulation S: USY8137FAN88 / Y8137FAN8
U.S.$500,000,000 6.350% Bonds due June 28, 2024 Rule 144A: US85227SBA33 / 85227SBA3 U.S.$500,000,000 99.64%
Regulation S: USY8137FAQ10 / Y8137FAQ1
U.S.$1,500,000,000 6.200% Bonds due May 11, 2027 Rule 144A: US85227SAT33 / 85227SAT3 U.S.$1,500,000,000 96.99%
Regulation S: USY8137FAH11 / Y8137FAH1
U.S.$1,250,000,000 6.75% Bonds due April 18, 2028 Rule 144A: US85227SAW61 / 85227SAW6 U.S.$1,250,000,000 98.98%
Regulation S: USY8137FAL23 / Y8137FAL2
U.S.$1,400,000,000 7.850% Bonds due March 14, 2029 Rule 144A: US85227SAZ92 / 85227SAZ9 U.S.$1,400,000,000 98.61%
Regulation S: USY8137FAP37 / Y8137FAP3
U.S.$1,500,000,000 7.550% Bonds due March 28, 2030 Rule 144A: US85227SBB16 / 85227SBB1 U.S.$1,500,000,000 99.05%
Regulation S: USY8137FAR92 / Y8137FAR9
Non-Aggregated CAC Existing Bonds
U.S.$650,000,000 6.125% Bonds due June 3, 2025 Rule 144A: US85227SAN62 / 85227SAN6 U.S.$650,000,000 96.54%
Regulation S: USY8137FAC24 / Y8137FAC2
U.S.$1,500,000,000 6.850% Bonds due November 3, 2025 Rule 144A: US85227SAQ93 / 85227SAQ9 U.S.$1,500,000,000 98.42%
Regulation S: USY8137FAE89 / Y8137FAE8
U.S.$1,000,000,000 6.825% Bonds due July 18, 2026 Rule 144A: US85227SAR76 / 85227SAR7 U.S.$1,000,000,000 99.20%
Regulation S: USY8137FAF54 / Y8137FAF5
2022 Bonds
U.S.$1,000,000,000 5.875% Bonds due July 25, 2022 (the "2022 Bonds") Rule 144A: US85227SAK24 / 85227SAK2 U.S.$1,000,000,000 73.13%
Regulation S: USY2029SAH77 / Y2029SAH7
____________
((1)) As of the date of the Invitation Memorandum. The term
"Outstanding" for each Series of Existing Bonds has the meaning ascribed to it
in the applicable Existing Indenture.
Notice of Settlement of Exchange
On the Settlement Date, December 20, 2024:
(a) the Existing Bonds set out in Table A (Existing Bonds)
above were exchanged pursuant to the Invitation and subsequently cancelled;
(b) the New Eurobonds set out in Table B (New Eurobonds) and
the Local LKR Bonds set out in Table C (Local LKR Bonds) were issued and
Holders who submitted valid Instructions and, if applicable, Settlement
Account Details or Local Settlement Details, received Exchange Consideration
in accordance with the terms of the Invitation Memorandum;
(c) GLAS Trustees Limited (the "International Holding Period
Trustee") received the relevant proportion of the Exchange Consideration and,
where applicable, the relevant entitlements to the Exchange Fee Bonds, due to
Holders of Existing Bonds other than the 2022 Bonds that (a) failed to submit,
or arrange to have submitted on its behalf, a valid Instruction
("Non-Participating Holders") at or prior to the Expiration Deadline or (b)
specified that they are Ineligible Holders in their Instructions ("Ineligible
Holders"); and
(d) Holders who submitted valid Instructions prior to the
Expiration Deadline received their entitlement to the Exchange Fee Bonds in
accordance with the terms of the Invitation Memorandum.
Table B (New Eurobonds) below sets out a summary of the New Eurobonds which
the Republic issued on the Settlement Date:
Table B - New Eurobonds
Description ISIN/Common Code Principal Amount to be Issued Maturity Date Principal Repayment
Step-Up Macro-Linked Bonds due 2030 Rule 144A: U.S.$1,086,993,557 January 15, 2030 Principal on the 2030 Macro-Linked Bond will amortize and be repaid in two
equal instalments on January 15, 2029 and the Maturity Date.
XS2966241528 / 296624152
Regulation S:
XS2966241361 / 296624136
Step-Up Macro-Linked Bonds due 2033 Rule 144A: U.S.$2,132,120,275 March 15, 2033 Principal on the 2033 Macro-Linked Bond will amortize and be repaid in three
equal instalments on March 15, 2031, March 15, 2032 and the Maturity Date.
XS2966241791 / 296624179
Regulation S:
XS2966241445 / 296624144
Step-Up Macro-Linked Bonds due 2036 Rule 144A: U.S.$999,165,345 May 15, 2036 Principal on the 2036 Macro-Linked Bond will be repaid on the Maturity Date.
XS2966241874 / 296624187
Regulation S:
XS2966241957 / 296624195
Step-Up Macro-Linked Bonds due 2038 Rule 144A: U.S.$1,999,171,191 February 15, 2038 Principal on the 2038 Macro-Linked Bond will amortize and be repaid in two
equal instalments on February 15, 2037 and the Maturity Date.
XS2966242252 / 296624225
Regulation S:
XS2966242096 / 296624209
Step-Up Governance-Linked Bonds due 2035 Rule 144A: U.S.$1,439,672,065 June 15, 2035 Principal on the Governance-Linked Bonds will amortize and be repaid in two
equal instalments on June 15, 2034 and the Maturity Date.
XS2966242336 / 296624233
Regulation S:
XS2966242179 / 296624217
4.00% PDI Bonds due 2028 Rule 144A: U.S.$1,647,735,257 April 15, 2028 Amortization Date Amortization Amount
October 15, 2024 7.00%
XS2966242419 / 296624241 April 15, 2025 20.00%
April 15, 2026 20.00%
Regulation S: April 15, 2027 20.00%
Maturity Date 33.00%
XS2966242500 / 296624250
USD Step-Up Bonds due 2038 Rule 144A: U.S.$1,126,487,250 June 15, 2038 Amortization Date Amortization Amount
June 15, 2029 8.00%
XS2966242765 / 296624276 June 15, 2030 8.00%
June 15, 2031 8.00%
Regulation S: June 15, 2032 8.00%
June 15, 2033 12.00%
XS2966242682 / 296624268 June 15, 2034 12.00%
June 15, 2035 12.00%
June 15, 2036 12.00%
June 15, 2037 12.00%
Maturity Date 8.00%
USD Step-Up Bonds due 2038
Rule 144A:
XS2966242765 / 296624276
Regulation S:
XS2966242682 / 296624268
U.S.$1,126,487,250
June 15, 2038
Amortization Date Amortization Amount
June 15, 2029 8.00%
June 15, 2030 8.00%
June 15, 2031 8.00%
June 15, 2032 8.00%
June 15, 2033 12.00%
June 15, 2034 12.00%
June 15, 2035 12.00%
June 15, 2036 12.00%
June 15, 2037 12.00%
Maturity Date 8.00%
Table C (Local LKR Bonds) below sets out a summary of the Local LKR Bonds
which the Republic issued on the Settlement Date:
Table C - Local LKR Bonds
Description ISIN Principal Amount to be Issued Interest Payment Dates Rate of Interest Maturity Date
2036 Local LKR Bond LKJ01236C152 LKR 19,466,075,165 March 15 and September 15 SLFR + 0.5% March 15, 2036
2037 Local LKR Bond LKJ01337I155 LKR 19,466,075,165 March 15 and September 15 SLFR + 0.5% September 15, 2037
2038 Local LKR Bond LKJ01438I151 LKR 19,466,075,165 March 15 and September 15 SLFR + 0.5% September 15, 2038
2039 Local LKR Bond LKJ01539I156 LKR 19,466,075,165 March 15 and September 15 SLFR + 0.5% September 15, 2039
2040 Local LKR Bond LKJ01640I152 LKR 19,466,075,165 March 15 and September 15 SLFR + 0.5% September 15, 2040
2041 Local LKR Bond LKJ01741I158 LKR 19,466,075,165 March 15 and September 15 SLFR + 0.5% September 15, 2041
2042 Local LKR Bond LKJ01842I154 LKR 19,466,075,165 March 15 and September 15 SLFR + 0.5% September 15, 2042
2043 Local LKR Bond LKJ01943I150 LKR 19,466,075,165 March 15 and September 15 SLFR + 0.5% September 15, 2043
The Republic has also issued the Exchange Fee Bonds due 2024 in an aggregate
principal amount of U.S.$215,237,873 (ISIN / Common Code: Rule 144A:
XS2966243144 / 296624314, Regulation S: XS2966243060 / 296624306).
Accrued Consideration
On the Accrued Consideration Settlement Date, December 24, 2024, the Republic
will pay (via the Paying Agent) the following Accrued Consideration amounts to
the Holders of the New Eurobonds:
(a) with regards to the 2030 Macro-Linked Bonds, an amount
equal to U.S.$9.04 per U.S.$1,000 of nominal amount of 2030 Macro-Linked
Bonds;
(b) with regards to the 2033 Macro-Linked Bonds, an amount
equal to U.S.$15.35 per U.S.$1,000 of nominal amount of 2033 Macro-Linked
Bonds;
(c) with regards to the 2036 Macro-Linked Bonds, an amount
equal to U.S.$22.50 per U.S.$1,000 of nominal amount of 2036 Macro-Linked
Bonds;
(d) with regards to the 2038 Macro-Linked Bonds, an amount
equal to U.S.$13.50 per U.S.$1,000 of nominal amount of 2038 Macro-Linked
Bonds;
(e) with regards to the Governance-Linked Bonds, an amount
equal to U.S.$25.50 per U.S.$1,000 of nominal amount of Governance-Linked
Bonds;
(f) with regards to the USD Step-Up Bonds, an amount equal
to U.S.$7.08 per U.S.$1,000 of nominal amount of USD Step-Up Bonds; and
(g) with regards to the PDI Bonds, in an amount equal to
U.S.$21.67 per U.S.$1,000 of nominal amount of PDI Bond plus the First PDI
Amortization Amount, being an amount equal to approximately U.S.$63.22 per
U.S.$1,000 of nominal amount of PDI Bonds following the deduction of the
Committees' Expenses Shortfall (which totalled approximately U.S.$6.78 per
U.S.$1,000 of nominal amount of PDI Bonds).
International Holding Period Arrangement
Eligibility to receive Exchange Consideration pursuant to the International
Holding Period Arrangement
If a Non-Participating Holder submits an International Holding Period
Instruction certifying their status as an Eligible Holder and, if required,
Settlement Account Details, prior to 5:00 p.m. (Eastern Standard Time) on
January 9, 2025 (which is the first Business Day following 20 calendar days
after the Settlement Date) (the "International Holding Period First Deadline
Date"), the Exchange Consideration (comprised of the Global Bonds Option) to
which such Eligible Holder is entitled, together with any payments of interest
or principal paid on the relevant New Eurobonds since the Settlement Date and
held by the International Holding Period Trustee, will be delivered, subject
to the terms and conditions set out in the Invitation Memorandum, by the
International Holding Period Trustee to the relevant Direct Participants in
the relevant Clearing System on behalf of such Holder on or around the fifth
Business Day following the International Holding Period First Deadline Date.
If a Non-Participating Holder submits an International Holding Period
Instruction certifying their status as an Eligible Holder and, if required,
their Settlement Account Details, following the International Holding Period
First Deadline Date but at or prior to 5:00 p.m. (Eastern Standard Time) on
February 18, 2025 (which is the first Business Day following 60 calendar days
after the Settlement Date) (the "International Holding Period Termination
Date"), the Exchange Consideration (comprised of the Global Bonds Option) to
which such Eligible Holder is entitled, together with any payments of interest
or principal paid on the relevant New Eurobonds since the Settlement Date and
held by the International Holding Period Trustee, will be delivered, subject
to the terms and conditions set out in the Invitation Memorandum, by the
International Holding Period Trustee to the relevant Direct Participants in
the relevant Clearing System on behalf of such Holder on or around the fifth
Business Day following the International Holding Period Termination Date.
For the avoidance of doubt, Non-Participating Holders who submit International
Holding Period Instructions will receive Exchange Consideration comprised of
the Global Bonds Option entitlements set out below in Table D (Global Bonds
Option). Neither the Local Bonds Option entitlements nor the Exchange Fee Bond
is available to Non-Participating Holders.
Table D - Global Bonds Option
Global Bonds Option - Exchange Consideration (U.S.$)((2))
Existing Bond ISIN Principal Amount Outstanding((1)) 2030 Macro 2033 Macro 2036 Macro 2038 Macro Governance PDI Bonds Total
Linked Bonds
Linked Bonds
Linked Bonds
Linked Bonds
Linked Bonds
Consideration
2023 Bonds US85227SAV88 / USY8137FAK40 $1,250,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $126.66 $856.38
March 2024 Bonds US85227SAY28 / USY8137FAN88 $1,000,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $123.11 $852.83
June 2024 Bonds US85227SBA33 / USY8137FAQ10 $500,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $127.53 $857.25
2027 Bonds US85227SAT33 / USY8137FAH11 $1,500,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $132.61 $862.33
2028 Bonds US85227SAW61 / USY8137FAL23 $1,250,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $148.69 $878.41
2029 Bonds US85227SAZ92 / USY8137FAP37 $1,400,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $141.08 $870.80
2030 Bonds US85227SBB16 / USY8137FAR92 $1,500,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $132.75 $862.47
June 2025 Bonds US85227SAN62 / USY8137FAC24 $650,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $127.26 $856.98
November 2025 Bonds US85227SAQ93 / USY8137FAE89 $1,500,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $148.04 $877.76
2026 Bonds US85227SAR76 / USY8137FAF54 $1,000,000,000 $103.59 $203.19 $95.22 $190.52 $137.20 $133.28 $863.00
____________
((1)) As of the date of this announcement. The term "Outstanding" for
each Series of Existing Bonds has the meaning ascribed to it in the applicable
Existing Indenture.
((2)) Principal amount of New Securities per U.S.$1,000 principal amount
of Existing Bonds. The aggregate nominal amount of New Securities to be
received pursuant to each Instruction will be rounded down to the nearest
U.S.$1. For the avoidance of doubt, no cash will be paid for fractional
entitlements.
As of the Settlement Date, all Eligible Holders who elected the Global Bonds
Option provided their Settlement Account Details and received their Exchange
Consideration.
Requirements for International Holding Period Instructions
Non-Participating Holders wishing to submit an International Holding Period
Instruction (excluding those submitting an Electronic Tender Instruction
through Euroclear or Clearstream, Luxembourg) must instruct their Direct DTC
Participant to provide the applicable Euroclear or Clearstream Settlement
Account Details to the Information, Tabulation, and Exchange Agent via email
(srilanka@investor.sodali.com) before the International Holding Period First
Deadline Date or International Holding Period Termination Date (as
applicable), in order to facilitate the distribution of the relevant Exchange
Consideration. Settlement Account Details must be transmitted using the
template spreadsheet "SL1 - HP" which will be available to download from the
Invitation Website (see below) on or promptly following the date of this
announcement, or available on request from the Information, Tabulation, and
Exchange Agent.
Only DTC Direct Participants are eligible to submit Settlement Account Details
to the Information, Tabulation, and Exchange Agent and only in the form of
spreadsheet "SL1 - HP" (see above).
In order to submit an International Holding Period Instruction, a Direct
Participant must specify that it is submitted on behalf of a beneficial owner
who was an Eligible Holder of Existing Bonds as of the Settlement Date and
that is either (i) a "qualified institutional buyer" as defined in Rule 144A
under the Securities Act, or (ii) a non-U.S. person outside the United States
who (y) if located within a member state of the EEA or the UK, is a "qualified
investor" as defined in the EU Prospectus Regulation or the UK Prospectus
Regulation, respectively.
Holders may only submit International Holding Period Instructions per Series
of Existing Bonds in respect of nominal amounts of U.S.$200,000 and in the
integral multiples of U.S.$1,000 in excess thereof with respect to such Series
of Existing Bonds. A separate International Holding Period Instruction must be
submitted on behalf of each individual beneficial owner of Existing Bonds that
is subject to the International Holding Period Arrangement.
Cash Proceeds Arrangement
In relation to each Ineligible Holder, the International Holding Period
Trustee or the Republic, as the case may be, shall, on behalf of such Holder,
sell or procure the sale of such Exchange Consideration in one or more
transactions (each, a "Sale") as soon as reasonably practicable following the
International Holding Period Termination Date.
In relation to each Non-Participating Holder that fails to submit (or arrange
to have submitted on its behalf) a valid International Holding Period
Instruction, at or prior to the International Holding Period Termination Date,
and, if required, Settlement Account Details, the International Holding Period
Trustee or the Republic, as the case may be, shall procure the Sale(s) of the
relevant Exchange Consideration on behalf of the relevant Non-Participating
Holders as soon as practicable following the International Holding Period
Termination Date.
The price, terms, timing and manner of such Sale will be on the best terms
reasonably available at the time using a transparent open market process and
shall be for cash. Neither the International Holding Period Trustee nor the
Republic will have any liability for any loss or alleged loss arising from
such sale or a failure to procure any purchaser for such New Eurobonds (or any
of them). The proceeds of such Sales (net of the costs of sale including the
fees of any marketing agent, placement agent or underwriter appointed in
relation to the Sales and any taxes and provisions for tax on sale or as a
result of the International Holding Period Arrangement) (the "Net Cash
Proceeds") will be held for the benefit of such holders of the Existing Bonds
until such time as Sales of all relevant Exchange Consideration have been
effected after the Settlement Date or International Holding Period Termination
Date (as the case may be), and the pro rata shares of such Net Cash Proceeds,
together with any payments of principal and interest paid on the relevant New
Eurobonds subject to such Sales since the Settlement Date and held by the
International Holding Period Trustee (together, the "Substitute
Consideration"), will be delivered to the relevant Direct Participants in the
relevant Clearing System on behalf of the holders of Existing Bonds entitled
to such Substitute Consideration on the next Holding Period Distribution Date
(the "Cash Proceeds Arrangement").
Relevant Ineligible Holders who had submitted a valid Instruction at or prior
to the Expiration Deadline, which was not validly revoked, will also receive
on the relevant Holding Period Distribution Date the redemption proceeds of
the applicable Exchange Fee Bond entitlement following its maturity.
Depending on market conditions, the volume of Exchange Consideration sold or
other developments, the Net Cash Proceeds may be less than the principal
amount of the Exchange Consideration due to such Holder and will not be
available until after the Settlement Date. The Republic will not be obligated
to pay any amount other than, or additional to, the Substitute Consideration,
and payment of the Substitute Consideration will fully and finally discharge
the Republic's obligation to deliver Exchange Consideration to the relevant
holders of Existing Bonds.
None of the Republic, the International Holding Period Trustee or the
Information, Tabulation and Exchange Agent will be responsible for any errors,
delays in processing or systemic breakdowns or other failure in the delivery
of the relevant New Eurobonds by any Direct Participant in the Clearing System
and/or any other securities intermediary with respect to such Existing Bonds
to the Holder, and no additional amounts will be payable to the Holder in the
event of any delay in such delivery.
Expected Timeline of International Holding Period Events
All references are to Eastern Standard Time (ET) unless otherwise noted.
Action Date and Time
International Holding Period First Deadline Date January 9, 2025 at 5:00 p.m.
Holding Period Distribution Date On or around the fifth Business Day following the International Holding Period
First Deadline Date
International Holding Period Termination Date February 18, 2025 at 5:00 p.m.
Holding Period Distribution Date (i) in respect of distributions of Exchange Consideration, on or around the
fifth Business Day following the International Holding Period Termination Date
and (ii) in respect of distributions of Substitute Consideration, on or around
the fifth Business Day following the completion of all relevant Sales.
Local Holding Period Arrangement
As of the Settlement Date, all Eligible Holders who elected the Local Bonds
Option provided their Local Settlement Details and received their Exchange
Consideration. Therefore, the Local Holding Period Arrangement is not
required.
This announcement is made by Sri Lanka and constitutes a public disclosure of
inside information under Regulation (EU) 596/2014 as it forms part of domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018.
Any questions regarding the terms of the Invitation may be directed to the
Dealer Manager and questions regarding settlement should be directed to the
Information, Tabulation and Exchange Agent. The contact details for each are
specified below:
Dealer Manager
Citigroup Global Markets Inc
388 Greenwich Street
New York, New York 10013
United States
Telephone: +1 212 723 6106 (in New York)
+91 22 6175 9707 (in Asia)
Email: gosl.invitation@citi.com (mailto:gosl.invitation@citi.com)
Information, Tabulation and Exchange Agent
Sodali & Co
In London: In Stamford: In Hong Kong:
The Leadenhall Building, 122 Leadenhall Street London, EC3V 4AB 333 Ludlow Street, 5th Floor South Tower, CT 06902 29/F, No. 28 Stanley Street Central, Hong Kong
United Kingdom United States of America
Telephone: +44 20 4513 6933 Telephone: +1 203 658 9457 Telephone: +852 2319 4130
Email: srilanka@investor.sodali.com
Invitation Website: https://projects.sodali.com/srilanka
(https://projects.sodali.com/srilanka)
Disclaimer
This announcement must be read in conjunction with the Invitation Memorandum.
No offer or invitation to acquire or sell any securities is being made
pursuant to this announcement. The Dealer Manager does not take responsibility
for the contents of this announcement.
Neither the Invitations nor the New Securities or the Exchange Fee Bonds have
been, and will not be, registered under the U.S. Securities Act of 1933, as
amended (the "Securities Act"), or the securities laws of any other
jurisdiction. Unless they are registered under the Securities Act, the New
Securities and the Exchange Fee Bonds may be offered only in transactions that
are exempt from registration under the Securities Act. Accordingly, the
Invitations to Exchange were directed only to Holders of Existing Bonds that
are: (i) "qualified institutional buyers" as defined in Rule 144A under the
Securities Act ("QIBs"), or (ii) non-U.S. persons outside the United States
who (y) if located within a member state of the EEA or the UK, is a "qualified
investor" as defined in Regulation (EU) No 2017/1129, as amended or Regulation
(EU) No 2017/1129 as it forms part of domestic law of the UK by virtue of the
European Union (Withdrawal) Act 2018, respectively, or a duly designated proxy
thereof, and (z) if outside the EEA and the UK, eligible to receive the
Invitation under the laws of its jurisdiction an in reliance on Regulation S
under the Securities Act (each, an "Eligible Holder").
European Economic Area
The New Securities and the Exchange Fee Bonds 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 EEA. 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 Article 4(1) of Directive 2014/65/EU
(as amended, "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
the EU Prospectus Regulation. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the New Securities or the Exchange Fee Bonds or
otherwise making them available to retail investors in a Member State has been
prepared and therefore offering or selling the New Securities or the Exchange
Fee Bonds or otherwise making them available to any retail investor in a
Member State may be unlawful under the PRIIPs Regulation.
United Kingdom
This announcement is for distribution only to persons who (i) have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are
persons falling within Article 49(2)(a) to (d) ("high net worth companies,
unincorporated associations etc.") of the Financial Promotion Order, (iii) are
outside the United Kingdom or (iv) are persons to whom an invitation or
inducement to engage in investment activity (within the meaning of section 21
of the FSMA) in connection with the issue or sale of any New Securities may
otherwise lawfully be communicated or caused to be communicated (all such
persons together being referred to as "Relevant Persons"). This announcement
is directed only at Relevant Persons and must not be acted on or relied on by
persons who are not Relevant Persons. Any investment or investment activity to
which the Invitation Memorandum relates is permitted only by Relevant Persons
and will be engaged in only with Relevant Persons.
The New Securities and the Exchange Fee Bonds 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 UK. For these purposes,
a "retail investor" means a person who is one (or more) of: (i) a retail
client, as defined in point (8) of Article 2 of the UK Prospectus Regulation;
(ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000, as amended (the "FSMA") and any rules or regulations
made under the FSMA to implement the Insurance Distribution Directive, where
that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of the UK Prospectus Regulation; or (iii) not a qualified
investor as defined in the UK Prospectus Regulation. Consequently no key
information document required by document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the New Securities or the Exchange
Fee Bonds or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or selling the New Securities or the
Exchange Fee Bonds or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.
Italy
None of the Invitation Memorandum or any other document or materials relating
to the Invitation (including this announcement) have been or will be submitted
to the clearance procedures of the Commissione Nazionale per le Società e la
Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Invitation is being carried out in 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 3 of CONSOB Regulation No. 11971 of 14 May 1999,
as amended. Accordingly, Holders of the Existing Bonds that are located in
Italy can tender Existing Bonds for exchange pursuant to the Invitations
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 from time to time) and in compliance with
applicable laws and regulations or with requirements imposed by CONSOB, Bank
of Italy or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Existing Bonds or the Invitation.
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