REG - Tirlán Co-operative Glanbia PLC - PROPOSED SECONDARY PLACING & TENDER OFFER

GlanbiaAnnouncement

30/09/2025 16:45

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RNS Number : 4761B  Tirlán Co-operative Society Limited  30 September 2025

IN THE CASE OF THE EQUITY PLACEMENT (AS DEFINED BELOW): NOT FOR RELEASE,
DISTRIBUTION OR PUBLICATION, IN WHOLE OR IN PART, WHETHER DIRECTLY OR
INDIRECTLY, IN OR INTO THE UNITED STATES, 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 OR
THE DISTRICT OF COLUMBIA (THE "UNITED STATES") (OR TO U.S. PERSONS (AS DEFINED
BELOW)) (OTHER THAN TO QIBS (AS DEFINED BELOW)), CANADA (EXCEPT TO "ACCREDITED
INVESTORS" AND "PERMITTED CLIENTS", EACH AS DEFINED BELOW), AUSTRALIA, SOUTH
AFRICA OR JAPAN OR ANY OTHER JURISDICTION IN WHICH DISTRIBUTION WOULD BE
PROHIBITED BY APPLICABLE LAW

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF
SECURITIES IN ANY JURISDICTION

 

IN THE CASE OF THE INVITATION (AS DEFINED BELOW): NOT FOR RELEASE,
DISTRIBUTION OR PUBLICATION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, TO ANY U.S.
PERSON OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT

 

30 September 2025

 

TIRLÁN CO-OPERATIVE SOCIETY LIMITED ANNOUNCES (1) AN OFFER REPRESENTING
APPROXIMATELY 17M GLANBIA PLC SHARES, AND (2) A CONCURRENT INVITATION TO
PURCHASE ITS OUTSTANDING €250M 1.875% SECURED EXCHANGEABLE BONDS DUE 27
JANUARY 2027 EXCHANGEABLE INTO SHARES OF GLANBIA PLC

 

1. EQUITY PLACEMENT

 

Tirlán Co-Operative Society Limited ("Tirlán" or "Co-op") announces its
intention to sell up to 17,000,000 ordinary shares (the "Equity Placement
Shares") in Glanbia plc (the "Company"). The Equity Placement Shares represent
approximately 7% of the Company's share capital. Assuming the Equity Placement
Shares are fully placed, Tirlán will hold 43,549,029 ordinary shares in the
Company following completion.

 

Tirlán intends to use the proceeds from the Equity Placement to finance the
concurrent repurchase of its outstanding €250,000,000 1.875 per cent.
Secured Exchangeable Bonds due 27 January 2027 (ISIN: XS2436579978) (the
"Bonds"), as specified below. The Bonds provided valuable funding to enable
the Co-op to acquire full ownership of what is now Tirlán. Following this
transaction, Tirlán remains the largest equity investor in Glanbia plc and
continues to be a strong supporter of its strategy.

 

The Equity Placement Shares are being offered through a private placement to
institutional investors by way of an accelerated bookbuild offering (the
"Equity Placement"), which will be launched immediately following this
announcement. Goodbody Stockbrokers UC ("Goodbody") and J&E Davy ("Davy")
are acting as joint global coordinators and joint bookrunners in connection
with the Equity Placement (Goodbody and Davy together the "Joint Global
Coordinators"). Coöperatieve Rabobank U.A. in cooperation with Kepler
Cheuvreux S.A. ("Rabobank-Kepler Cheuvreux") will act as joint bookrunner in
connection with the Equity Placement (together with Goodbody and Davy, the
"Joint Bookrunners").

 

Glanbia plc has confirmed to Tirlán that, in line with its current policy of
repurchasing its own shares, it wishes to participate in the Equity Placement
by its intention to place an order for up to 45% of the Equity Placement
Shares so offered and capped at €100 million in value. Any shares so
acquired by the Glanbia plc will be cancelled.

 

The final number of Equity Placement Shares to be placed and the price at
which the Equity Placement Shares are to be placed will be agreed by the Joint
Global Coordinators and Tirlán at the close of the bookbuild process, and the
results of the Equity Placement will be announced as soon as practicable
thereafter. The timings for the close of the bookbuild process are at the
absolute discretion of the Joint Global Coordinators. Settlement of the Equity
Placement is expected to take place on or about 3 October 2025.

 

Tirlán has agreed to a lock-up in respect of the sale of its shares in the
Company ending 90 days after the settlement date of the Equity Placement,
subject to waiver by the Joint Global Coordinators.

 

The Equity Placement Shares will be offered to institutional investors only.
The Equity Placement Shares have not been and will not be registered under the
U.S. Securities Act of 1933, as amended (the "Securities Act") or under the
securities laws of any state or other jurisdiction of the United States. The
Equity Placement Shares will be offered and sold outside the United States in
compliance with Regulation S under the Securities Act ("Regulation S") and may
be offered in the United States solely to qualified institutional buyers
("QIBs"), as defined in Rule 144A under the Securities Act, pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. There will be no offers or sales to
investors in Australia, South Africa, Canada (except to "Accredited Investors"
and "Permitted Clients", as defined below, in relation to the Equity
Placement) or Japan or any other jurisdiction in which offers or sales would
be prohibited by applicable law.

 

Enquiries:

 Goodbody (Joint Global Coordinator and Joint Bookrunner)  +353 1 667 0420

 Stephen Kane/ Joe Gill/ Jason Molins

 Davy (Joint Global Coordinator and Joint Bookrunner)      +353 1 679 7788

 Anthony Farrell / Ronan Veale

 Rabobank-Kepler Cheuvreux (Joint Bookrunner)              +33 1 53 65 20 57

 Equity Primary Desk (equityprimary@keplercheuvreux.com
 (mailto:equityprimary@keplercheuvreux.com) )

 

2. INVITATION FOR OFFERS

 

Concurrently with the Equity Placement, Tirlán announces an invitation to the
holders of the Bonds to submit offers to sell any and all Bonds (each an
"Offer") for cash by way of a reverse bookbuilding process (the "Invitation").
The Invitation is expected to close at 4.30 p.m. (London time) on 1 October
2025, subject to the right of Tirlán, in its sole discretion, to extend,
re-open, amend or terminate the Invitation at any time prior to announcement
of the final aggregate principal amount of the Bonds accepted for purchase
(the "Final Acceptance Amount") pursuant to the Invitation (subject to
applicable law).

 

The price at which Tirlán will repurchase the relevant Bonds (the "Repurchase
Price") is €105,000 per €100,000 in principal amount of the Bonds. Tirlán
will also pay (or procure to be paid) to holders of such Bonds, on the
Settlement Date (as defined below) an amount in cash equal to interest accrued
and unpaid on those Bonds accepted for purchase in respect of the period from
and including the immediately preceding interest payment date of the Bonds to
but excluding the Settlement Date (the "Accrued Interest Payment").

 

The settlement of the Invitation is conditional upon settlement of the Equity
Placement  and subject to Tirlán depositing with HSBC Continental Europe (as
settlement agent) (the "Settlement Agent"), on or before the Settlement Date,
an amount (in euros) equal to the sum of the Repurchase Price multiplied by
the number of Bonds accepted for purchase and the aggregate Accrued Interest
Payment in respect thereof.

 

The Final Acceptance Amount is expected to be announced on 1 October 2025.
Settlement of the repurchases pursuant to the Invitation is expected to occur
on or around 8 October 2025 (the "Settlement Date"). Bonds accepted for
purchase will be settled on a delivery-versus-payment basis with HSBC
Continental Europe (as settlement agent) on the Settlement Date.

 

It is the intention of Tirlán to repurchase up to 100% of the outstanding
principal amount of the Bonds. Bonds that are purchased pursuant to the
Invitation will be delivered to Tirlán and Tirlán intends to cancel such
Bonds following their purchase. If at any time after, or as a result of, the
Invitation, the number of outstanding Bonds represents less than 15% of the
total number of the Bonds originally issued, Tirlán intends to redeem the
remaining outstanding Bonds, in whole but not in part, at their par value plus
accrued but unpaid interest in accordance with the terms and conditions of the
Bonds.

 

Each holder of the Bonds which is not located in the United States and is not
participating in such repurchase from the United States, and which is not a
Sanctions Restricted Person (as defined below), (each an "Eligible
Bondholder") may participate in the Invitation (subject to any applicable laws
and the invitation and distribution restrictions below and as set out in an
invitation term sheet that has been prepared by Tirlán in connection with the
Invitation (the "Invitation Term Sheet")). The Invitation Term Sheet will be
made available to Eligible Bondholders, at their request, by HSBC Continental
Europe and Rabobank-Kepler Cheuvreux (the "Dealer Managers") who are acting as
joint dealer managers in respect of the Invitation.

 

Holders of the Bonds may contact the Dealer Managers using their contact
details below for further information in relation to the Invitation. For the
avoidance of doubt, HSBC Continental Europe is not involved in the Equity
Placement and does not take any responsibility in connection with it.

 

HSBC

Contact: Equity-linked Desk

Email: hsbc.emea.equity.linked@hsbc.com
(mailto:hsbc.emea.equity.linked@hsbc.com)

Telephone: +44 207 991 5647

 

Rabobank - Kepler Cheuvreux

Contact: Equity Primary Team

Email: equityprimary@keplercheuvreux.com
(mailto:equityprimary@keplercheuvreux.com)

Telephone: +33 1 53 65 20 57

 

IMPORTANT NOTICES

 

1. IMPORTANT NOTICE IN RELATION TO THE EQUITY PLACEMENT

 

This announcement does not constitute an offer to sell or issue or a
solicitation of an offer to purchase, subscribe for or otherwise acquire the
Equity Placement Shares in the United States or any other jurisdiction in
which such offer or sale would be unlawful. The Equity Placement Shares have
not been and will not be registered under the Securities Act or the laws of
any state or other jurisdiction of the United States, and may not be offered
or sold in the United States or to or for the account or benefit of any U.S.
Persons (as defined below), except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act and in compliance with any applicable securities laws of any state or
other jurisdiction of the United States. The Equity Placement Shares will be
offered and sold outside the United States in compliance with Regulation S and
may be offered in the United States solely to QIBs pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the
Securities Act. This announcement may not be distributed or sent into the
United States, or in any other jurisdiction in which offers or sales of the
Equity Placement Shares described herein would be prohibited by applicable
laws and should not be distributed to publications with a general circulation
in the United States. There has been and will be no public offering of the
Equity Placement Shares in the United States.

 

No prospectus or other offering document has been or will be submitted to any
regulatory authority in relation to the Equity Placement and the commitments
of investors or placees procured by the Joint Bookrunners will be made solely
on the basis of publicly-available information. No action has been taken by
any person that would permit an offering of the Equity Placement Shares or the
distribution of any offering material relating to the Equity Placement Shares
in any jurisdiction where action for that purpose is required. Accordingly,
the Equity Placement Shares are not being and may not be offered, sold, resold
or delivered, directly or indirectly, in or into any such jurisdiction. This
announcement has been provided for your information and is subject to
amendment. Neither this announcement nor anything contained herein, shall form
the basis of, or be relied on in connection with, any contract to purchase or
subscribe for any securities, nor shall it or any part of it form the basis of
or be relied on in connection with any contract or commitment whatsoever.

 

This is not an offer to sell, nor a solicitation of an offer to buy and any
discussions, negotiations or other communications that may be entered into,
whether in connection with the terms set out herein or otherwise, shall be
conducted subject to contract.

 

The information in this announcement does not purport to be comprehensive and
has not been independently verified by the Joint Bookrunners, any of their
respective group undertakings or affiliates or any of their respective
members, directors, officers, employees, agents or affiliates. No
representation or warranty, express or implied, is or will be made as to, or
in relation to, and no responsibility or liability is or will be accepted by
any Joint Bookrunners or by any of their respective members, directors,
officers, employees, agents or affiliates as to or in relation to the
accuracy, completeness, correctness or sufficiency of this announcement, or
any other written or oral information made available to any interested party
or its advisers and any liability therefore is hereby expressly disclaimed.
The information contained in this announcement is subject to change without
notice and may not contain all material information relating to the products,
investment and transaction referred to herein. None of Tirlán, the Joint
Bookrunners nor any of their respective group undertakings or affiliates give
any undertaking to provide the recipient with access to any additional
information or to update this announcement or any additional information or to
correct any inaccuracies in it which may become apparent, and it reserves the
right, without giving reasons, at any time and in any respect to amend or
terminate the proposals described herein.

 

Any prospective investor in the Equity Placement Shares referred to in this
announcement should proceed on the assumption that it must bear the economic
risk of an investment in the Equity Placement Shares. None of Tirlán, the
Company or the Joint Bookrunners makes any representation as to (i) the
suitability of the Equity Placement Shares for any particular investor, (ii)
the appropriate accounting treatment and potential tax consequences of
investing in the Equity Placement Shares or (iii) the future performance of
the Equity Placement Shares either in absolute terms or relative to competing
investments.

 

Copies of this announcement are not being, and must not be, mailed, or
otherwise forwarded, distributed or sent in, into or from the United States
(or to or for the account of U.S. Persons), except unless to or from a QIB, or
any other jurisdiction in which such mailing would be illegal, or to
publications with a general circulation in those jurisdictions, and persons
receiving this announcement (including custodians, nominees and trustees) must
not mail or otherwise forward, distribute or send it in, into or from the
United States (or to U.S. Persons), except unless to or from a QIB, or any
other jurisdiction in which such mailing would be illegal or to publications
with a general circulation in those jurisdictions.

 

Each of Goodbody Stockbrokers UC, J & E Davy and Coöperatieve Rabobank
U.A. in cooperation with Kepler Cheuvreux S.A. is acting exclusively for
Tirlán in connection with the Equity Placement and no one else and will not
be responsible to anyone other than Tirlán for providing the protections
afforded to its clients nor for giving advice in relation to the Equity
Placement or any other matter referred to herein.

 

Goodbody Stockbrokers UC, trading as Goodbody, is regulated by the Central
Bank of Ireland. In the UK, Goodbody is also subject to regulation by the
Financial Conduct Authority. Goodbody is a member of the group of companies
headed by AIB Group plc.

 

J & E Davy Unlimited Company, trading as Davy, is authorised and regulated
in Ireland by the Central Bank of Ireland, authorised and regulated in the
United Kingdom by the FCA, and is a member of Bank of Ireland Group.

 

Coöperatieve Rabobank U.A. has its statutory seat in Amsterdam and is
registered with the Dutch Chamber Of Commerce under number 30046259.
Coöperatieve Rabobank U.A. is authorised by the Dutch Central Bank (De
Nederlandsche Bank), regulated by the Netherlands Authority for the Financial
Markets (Authoriteit Financiële Markten, AFM) and subject to limited
regulation in the United Kingdom by the Financial Conduct Authority and
Prudential Regulation Authority in respect of its UK activities.

 

Potential investors who are in any doubt about the contents of this
announcement should consult their stockbroker, bank manager, solicitor,
accountant or other financial adviser. It should be remembered that the price
of securities and the income from them can go down as well as up.

 

 

 

 

 

EEA Restrictions and Deemed Investor Representations

 

This announcement, as it relates to the Equity Placement, and the Equity
Placement when made, are only addressed to, and directed in, member states of
the European Economic Area (the "EEA") (each, a "Member State"), at persons
who are "qualified investors" within the meaning of Regulation 2017/1129, as
amended (the "EU Prospectus Regulation") ("EEA Qualified Investors"). Each
person in a Member State who initially acquires any Equity Placement Shares or
to whom any offer of Equity Placement Shares may be made and, to the extent
applicable, any funds on behalf of which such person is acquiring the Equity
Placement Shares that are located in a Member State will be deemed to have
represented, acknowledged and agreed that it is an EEA Qualified Investor.

 

UK Restrictions and Deemed Investor Representations

 

This announcement, as it relates to the Equity Placement, and the Equity
Placement when made, are only addressed to, and directed in, the United
Kingdom (the "UK"), at persons who are "qualified investors" within the
meaning of the EU Prospectus Regulation as it forms part of UK law by virtue
of the European Union (Withdrawal) Act 2018, as amended (the "EUWA") ("UK
Qualified Investors"). Each person in the UK who initially acquires any Equity
Placement Shares or to whom any offer of Equity Placement Shares may be made
and, to the extent applicable, any funds on behalf of which such person is
acquiring the Equity Placement Shares that are located in the UK will be
deemed to have represented, acknowledged and agreed that it is a UK Qualified
Investor.

 

In addition, in the UK, this announcement is being distributed only to, and is
directed only at, qualified investors (i) who 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 "Order"); (ii) falling within Article 49(2)(a) to (d) of the Order, or
(iii) to whom it may otherwise lawfully be communicated (all such persons
together being referred to as "relevant persons"). This announcement must not
be acted on or relied on in the UK by persons who are not relevant persons.
Any investment or investment activity to which this announcement relates is
available only to relevant persons in the UK and will be engaged in only with
relevant persons in the UK.

 

Canada Selling Restrictions and Deemed Investor Representations

 

This announcement, as it relates to the Equity Placement, and the Equity
Placement when made, are only addressed to purchasers purchasing, or deemed to
be purchasing, as principal that are Accredited Investors, as defined in
National Instrument 45-106 Prospectus Exemptions ("NI 45-106") or Subsection
73.3(1) of the Securities Act (Ontario) (The "OSA"), and are Permitted
Clients, as defined in National Instrument 31-103 Registration Requirements,
Exemptions And Ongoing Registrant Obligations ("NI 31-103"). Each person in
Canada who initially acquires any Equity Placement Shares or to whom any offer
of Equity Placement Shares may be made will be deemed to have represented,
acknowledged and agreed that it is a person purchasing, or deemed to be
purchasing, as principal that is an Accredited Investor, as defined in NI
45-106 or Subsection 73.3(1) of the OSA, and a Permitted Client, as defined in
NI 31-103.

 

Tirlán and the Joint Bookrunners will rely upon the truth and accuracy of the
foregoing representations, acknowledgements, and agreements.

 

2. IMPORTANT NOTICE IN RELATION TO THE INVITATION

 

Invitation and Distribution Restrictions

The distribution of this announcement in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement comes are
required by Tirlán, the Dealer Managers and the Settlement Agent to inform
themselves about and to observe any such restrictions. This announcement does
not constitute an offer to buy or the solicitation of an offer to sell Bonds
(and Offers will not be accepted from holders of Bonds) in any circumstances
in which such offer or solicitation is unlawful. In those jurisdictions where
the blue sky or other laws require the Invitation to be made by a licensed
broker or dealer and any of the Dealer Managers or any of the Dealer Managers'
respective affiliates is such a licensed broker or dealer in such
jurisdiction, the Invitation shall be deemed to be made on behalf of Tirlán
by such Dealer Manager or such affiliate (as the case may be) in such
jurisdiction and the Invitation is not made in any such jurisdiction where any
Dealer Manager or any of its affiliates is not licensed.

 

United States: The Invitation is 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, or to any U.S. Person
(as defined in Regulation S of the United States Securities Act of 1933, as
amended (the "Securities Act"), (each a "U.S. Person")). 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
submitted in the Invitation by any such use, means, instrumentality or
facility from or within the United States or by persons located or resident in
the United States or by any U.S. Person. Accordingly, copies of this
announcement and any other documents or materials relating to the Invitation
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 or to any U.S. Person. Any
purported tender of Bonds in the Invitation 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 U.S. Person or by a person located in the United States or any agent,
fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be invalid
and will not be accepted.

 

Each holder of Bonds participating in the Invitation represents that it is not
a U.S. Person, it is not located or resident in the United States and is not
participating in the Invitation 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 the Invitation from the United States
and is not a U.S. Person. For the purposes of this and the above paragraph,
"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.

 

United Kingdom: The communication of this announcement and any other documents
or materials relating to the Invitation 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 as a
financial promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as defined in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are
within Article 43(2) of the Financial Promotion Order or any other persons to
whom these documents and/or materials may otherwise lawfully be made under the
Financial Promotion Order.

 

France: The Invitation is not being made, directly or indirectly, in the
Republic of France other than to qualified investors (investisseurs
qualifiés) as referred to in Article L.411-2 1° of the French Code
monétaire et financier and defined in Article 2(e) of Regulation (EU)
2017/1129 (as amended). Neither this announcement, nor any other documents or
offering materials relating to the Invitation have been or shall be
distributed in France other than to qualified investors (investisseurs
qualifiés) and only qualified investors (investisseurs qualifiés) are
eligible to participate in the Invitation. This announcement has not been, and
will not be, submitted for clearance to, nor approved by, the Autorité des
marchés financiers.

 

Ireland: The Invitation is not being made, directly or indirectly, in Ireland
other than to qualified investors as defined in Article 2(e) of Regulation
(EU) 2017/1129 (as amended). Neither this announcement nor any other documents
or offering materials relating to the Invitation have been or shall be
distributed in Ireland other than to such qualified investors and only such
qualified investors are eligible to participate in the Invitation. This
announcement has not been, and will not be, submitted for clearance to, nor
approved by, the Central Bank of Ireland.

 

 

Italy: Neither this announcement nor any other document or materials relating
to the Invitation have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa ("CONSOB"). The
Invitation is being carried out in 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 (the
"Issuers' Regulation").

 

Holders or beneficial owners of the Bonds can tender some or all of their
Bonds pursuant to the Invitation 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 September 1, 1993, as amended) and in compliance
with applicable laws and regulations or with requirements imposed by CONSOB or
any other Italian authority.

 

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

 

General: Tirlán, the Dealer Managers and the Settlement Agent (and their
respective directors, officers, employees, agents or affiliates) make no
representations or recommendations whatsoever regarding this announcement or
the Invitation. None of Tirlán, the Dealer Managers and the Settlement Agent,
nor any director, officer, employee, agent or affiliate of any such person, is
acting for any holder of Bonds, or will be responsible to any holder of Bonds
for providing any protections that would be afforded to its clients or for
providing advice in relation to the Invitation, and accordingly none of
Tirlán, the Dealer Managers and the Settlement Agent, nor any director,
officer, employee, agent or affiliate of any such person, makes any
recommendation as to whether or not the holders of the Bonds should
participate in the Invitation.

 

Each of HSBC Continental Europe and Coöperatieve Rabobank U.A. in cooperation
with Kepler Cheuvreux S.A. is acting exclusively for Tirlán in connection
with the Invitation and no one else and will not be responsible to anyone
other than Tirlán for providing the protections afforded to its clients nor
for giving advice in relation to the Invitation or any other matter referred
to herein.

 

HSBC Continental Europe is based in Paris, is authorised and supervised by the
European Central Bank (ECB), as part of the Single Supervisory Mechanism
(SSM), the French Prudential Supervisory And Resolution Authority (L'Autorité
de contrôle prudentiel et de résolution) (ACPR) as the French national
competent authority. It is also supervised by the French Financial Markets
Authority (L'Autorité des marchés financiers) (AMF) for the activities
carried out over financial instruments or in financial markets.

 

Coöperatieve Rabobank U.A. has its statutory seat in Amsterdam and is
registered with the Dutch Chamber Of Commerce under number 30046259.
Coöperatieve Rabobank U.A. is authorised by the Dutch Central Bank (De
Nederlandsche Bank), regulated by the Netherlands Authority for the Financial
Markets (Authoriteit Financiële Markten, AFM) and subject to limited
regulation in the United Kingdom by the Financial Conduct Authority and
Prudential Regulation Authority in respect of its UK activities.

 

 

3. GENERAL

 

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 (INCLUDING AS IT FORMS PART OF
DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018) ("MAR"). FOR THE PURPOSES OF MAR AND ARTICLE 2 OF
COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055 (INCLUDING AS IT FORMS PART
OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018), THIS ANNOUNCEMENT IS MADE BY ERIKA MURPHY, GENERAL
COUNSEL.

 

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