REG - Hammerson PLC - Bond Tender Offers

HammersonAnnouncement

27/09/2024 09:15

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RNS Number : 0086G  Hammerson PLC  27 September 2024

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF
THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
(EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, OR AT ANY ADDRESS 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 TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT.

HAMMERSON PLC ANNOUNCES TENDER OFFERS IN RESPECT OF ITS

£300,000,000 6.00 PER CENT. BONDS DUE 2026

£300,000,000 7.25 PER CENT. BONDS DUE 2028

AND

£350,000,000 3.500 PER CENT. BONDS DUE 2025

27 September 2024.

Hammerson plc (the Company) announces today separate invitations to holders of
its (a) £300,000,000 6.00 per cent. Bonds due 2026 (ISIN: XS0184639895) (the
2026 Bonds), (b) £300,000,000 7.25 per cent. Bonds due 2028 (ISIN:
XS0085732716) (the 2028 Bonds) and (c) £350,000,000 3.500 per cent. Bonds due
2025 (ISIN: XS1311391012) (the 2025 Bonds and, together with the 2026 Bonds
and the 2028 Bonds, the Bonds and each a Series) to tender their Bonds for
purchase by the Company for cash (each such invitation an Offer and together
the Offers).

The Offers are being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 27 September 2024 (the Tender Offer
Memorandum), prepared by the Company, and are subject to the offer
restrictions set out below and as more fully described in the Tender Offer
Memorandum.

Capitalised terms used in this announcement but not defined have the meanings
given to them in the Tender Offer Memorandum.

Summary

A summary of certain terms of the Offers appears below:

 Priority of Acceptance  Bonds       ISIN / Common Code        Applicable        Outstanding Nominal Amount  Relevant Benchmark Security                                                Purchase Spread  Maximum

Acceptance Amount
                                                               Maturity Date
 1*                      2026 Bonds  XS0184639895 / 018463989  23 February 2026  £211,608,000                0.125 per cent. UK Treasury Gilt due 30 January 2026 (ISIN: GB00BL68HJ26)  85 bps           Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount
                                                                                                                                                                                                         (which is expected to be no less than the aggregate nominal amount of the New
                                                                                                                                                                                                         Bonds) to be determined and announced by the Company as soon as reasonably
                                                                                                                                                                                                         practicable on the Business Day immediately following the pricing of the New
                                                                                                                                                                                                         Bonds
                         2028 Bonds  XS0085732716 / 008573271  21 April 2028     £300,000,000                0.125 per cent. UK Treasury Gilt due 31 January 2028 (ISIN: GB00BMBL1G81)  120 bps
 2                       2025 Bonds  XS1311391012 / 131139101  27 October 2025   £338,300,000                3.5 per cent. UK Treasury Gilt due 22 October 2025 (ISIN: GB00BPCJD880)    50 bps

*                  Priority of Acceptance - the Company does
not intend to accept any valid tenders of the 2025 Bonds in the circumstances
where it has not accepted all valid tenders of the 2026 Bonds and the 2028
Bonds in full, with no pro rata scaling. The Company will determine the
allocation of the nominal amount of Bonds accepted for purchase pursuant to
the relevant Offer(s) between the 2026 Bonds and the 2028 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 Company
reserves the right to accept for purchase, in its sole and absolute
discretion, only the 2026 Bonds or only the 2028 Bonds.

 

Rationale for the Offers

The Offers are being made in accordance with the Company's policy to actively
manage its balance sheet liabilities.

Purchase Prices and Accrued Interest

In respect of each Series, the Company will, on the Settlement Date pay for
any Bonds of the relevant Series validly tendered and accepted for purchase by
the Company pursuant to the relevant Offer a purchase price for such Bonds
(each a Purchase Price) to be determined at or around 11.00 a.m. (London time)
on 8 October 2024 (the Pricing Time) in the manner described in the Tender
Offer Memorandum by reference to the annualised sum (each such sum, a Purchase
Yield) of:

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

(b)           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 Settlement Date based on the relevant Purchase Yield. Specifically, the
Purchase Price applicable to the Bonds of a particular Series 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 Settlement Date at a discount equal to the relevant Purchase
Yield, minus (b) any Accrued Interest for such Series.

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

Maximum Acceptance Amount and Priority of Acceptance

If the Company decides, in its sole and absolute discretion, to accept any
validly tendered Bonds for purchase pursuant to the Offers, the Company
currently proposes that the aggregate nominal amount of Bonds across all
Series that it will accept for purchase pursuant to the Offers will be no
greater than an amount (the Maximum Acceptance Amount) to be determined by the
Company in its sole and absolute discretion (which is expected to be no less
than the aggregate nominal amount of the New Bonds) and announced as soon as
reasonably practicable on the Business Day immediately following the pricing
of the New Bonds (as described below), although the Company reserves the
right, in its sole and absolute discretion, to accept significantly less or
significantly more than such amount, or to accept none of such Bonds, for
purchase pursuant to the Offers (the final aggregate nominal amount accepted
for purchase pursuant to the Offers being the Final Acceptance Amount).

The Company does not intend to accept any valid tenders of the 2025 Bonds in
the circumstances where it has not accepted all valid tenders of the 2026
Bonds and the 2028 Bonds in full, with no pro rata scaling. The Company will
determine the allocation of the nominal amount of Bonds accepted for purchase
pursuant to the relevant Offer(s) between the 2026 Bonds and the 2028 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
Company reserves the right to accept for purchase, in its sole and absolute
discretion, only the 2026 Bonds or only the 2028 Bonds.

Series Acceptance Amounts and Scaling

In respect of each Series, if the Company decides to accept any validly
tendered Bonds of such Series for purchase pursuant to the relevant Offer and
the aggregate nominal amount of such Series validly tendered for purchase is
greater than the final aggregate nominal amount of such Series accepted for
purchase (in respect of such Series, the Series Acceptance Amount), the
Company intends to accept such Bonds for purchase on a pro rata basis such
that the aggregate nominal amount of such Series accepted for purchase
pursuant to the relevant Offer is no greater than the relevant Series
Acceptance Amount. However, the Company does not intend to accept any valid
tenders of the 2025 Bonds in the circumstances where it has not accepted all
valid tenders of the 2026 Bonds and the 2028 Bonds in full, with no pro rata
scaling. See "Maximum Acceptance Amount and Priority of Acceptance" above.

The Series Acceptance Amount in respect of the 2025 Bonds will be a multiple
of £100,000.

New Issue Condition

The Company intends to issue a new series of sterling-denominated fixed rate
bonds (the New Bonds), subject to market conditions. The Company'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
Company) of the issue of the New Bonds (the New Issue Condition) (unless the
Company, in its sole and absolute discretion, elects to waive the New Issue
Condition).

Even if the New Issue Condition is satisfied, the Company is under no
obligation to accept for purchase any Bonds tendered pursuant to the relevant
Offer. The acceptance for purchase by the Company of Bonds validly tendered
pursuant to the relevant Offer is at the sole and absolute discretion of the
Company, and tenders may be rejected by the Company 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
September 2024 published by the Company relating to the EMTN Programme of the
Company (the Programme Prospectus) and (ii) the final terms to be published by
the Company relating to the New Bonds, 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 to
be published by the Company relating to the New Bonds.

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 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 the
domestic law of the United Kingdom by virtue of the European Union
(Withdrawal) Act 2018 has been or will be prepared as the New Bonds are not
available to retail investors in the European Economic Area or the United
Kingdom.

Allocation of the New Bonds

 

When considering allocation of the New Bonds, the Company intends to give
preference to those Bondholders who, prior to such allocation, have given a
confirmation to the Company or the Dealer Managers that they have validly
tendered (or have given a firm indication to the Company or the Dealer
Managers that they intend to tender) their Bonds pursuant to an Offer.
Therefore, a 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 Company, priority in the
allocation of the New Bonds, subject to the issue of the New Bonds and such
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 Company is not obliged to allocate the New Bonds to a
Bondholder who has confirmed they have validly tendered or given a firm
indication that they intend 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 Bondholder and accepted by the
Company 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 Company as set
out above, will be made in accordance with customary new issue allocation
processes and procedures. In the event that a 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 Bondholder receives all, part or none of any
allocation of New Bonds for which it has applied.

Announcements

The Company will announce, as soon as reasonably practicable on the Business
Day immediately following the pricing of the New Bonds, the Maximum Acceptance
Amount.

The Company intends to announce, prior to the Pricing Time, a non-binding
indication of the level at which it expects to set each Series Acceptance
Amount and indicative details of any Scaling Factors applicable to valid
tenders of Bonds of each relevant Series that will be applied in the event
that the Company decides to accept valid tenders of Bonds of such Series
pursuant to the relevant Offer(s).

The Company will then announce (subject to the satisfaction (or waiver) of the
New Issue Condition on or prior to the Settlement Date), as soon as reasonably
practicable after the Pricing Time, its decision of whether to accept valid
tenders of Bonds pursuant to any of the Offers and, if so accepted, the Final
Acceptance Amount, each Series Acceptance Amount, each Benchmark Security
Rate, each Purchase Yield, each Purchase Price and any Scaling Factor(s) that
will be applied to the Bonds of the relevant Series.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase
Price and Accrued Interest Payment pursuant to the relevant Offer, Bondholders
must validly tender their Bonds by delivering, or arranging to have delivered
on their behalf, a valid Tender Instruction that is received by the Tender
Agent by 4.00 p.m. (London time) on 7 October 2024, unless extended,
re-opened, amended and/or terminated as provided in the Tender Offer
Memorandum (the Expiration Deadline).

Bondholders 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, an Offer by the
deadlines set out above and in the Tender Offer Memorandum. The deadlines set
by any such intermediary and each Clearing System for the submission and
withdrawal of Tender Instructions will be earlier than the relevant deadlines
set out below and in the Tender Offer Memorandum.

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

Tender Instructions must be submitted in respect of a minimum nominal amount
of Bonds of the relevant Series of no less than the minimum denomination for
such Series, as set out in the table below, and may thereafter be submitted in
integral multiples of the relevant permitted integral multiple amount set out
in the table below. A separate Tender Instruction must be completed on behalf
of each beneficial owner and in respect of each Series.

 

 Series      Minimum denomination  Permitted integral multiple amount
 2026 Bonds  £1,000                £1,000
 2028 Bonds  £1,000                £1,000
 2025 Bonds  £100,000              £1,000

Indicative Timetable for the Offers

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offers                                                       27 September 2024

 Offers announced. Tender Offer Memorandum available from the Tender Agent.
 New Issue Pricing Date

 Pricing of the issue of the New Bonds, subject to market conditions.             Prior to the Expiration Deadline
 Announcement of the Maximum Acceptance Amount

 Announcement of the Maximum Acceptance Amount for the Offers.                    As soon as reasonably practicable on the Business Day immediately following
                                                                                  pricing of the New Bonds
 Expiration Deadline                                                              4.00 p.m. on 7 October 2024

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in
 order for Bondholders to be able to participate in the Offers.
 Announcement of Indicative Results
 Announcement by the Company of a non-binding indication of the level at which    Prior to the Pricing Time on 8 October 2024
 it expects to set each Series Acceptance Amount and indicative details of any
 Scaling Factors applicable to valid tenders of Bonds of the relevant Series
 that will be applied in the event that the Company decides to accept valid
 tenders of Bonds of such Series pursuant to the relevant Offer(s) (subject to
 the satisfaction (or waiver) of the New Issue Condition on or prior to the
 Settlement Date).
 Pricing Time
 Determination of each Benchmark Security Rate, each Purchase Yield and each      At or around 11.00 a.m. on 8 October 2024
 Purchase Price.
 Announcement of Final Results and Pricing                                        As soon as reasonably practicable after the Pricing Time on 8 October 2024

 Announcement by the Company of whether (subject to the satisfaction (or
 waiver) of the New Issue Condition on or prior to the Settlement Date) it will
 accept valid tenders of Bonds pursuant to any of the Offers and, if so
 accepted, the Final Acceptance Amount, each Series Acceptance Amount, each
 Benchmark Security Rate, each Purchase Yield, each Purchase Price and any
 Scaling Factors that will be applied to the Bonds of the relevant Series.
 Settlement Date                                                                  9 October 2024

 Subject to the satisfaction (or waiver) of the New Issue Condition, expected
 Settlement Date for the Offers.

This is an indicative timetable and may be subject to change. Accordingly, the
actual timetable may differ significantly from the timetable above.
Bondholders 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, an Offer by the
deadlines set out above and in the Tender Offer Memorandum. The deadlines set
by any such intermediary and each Clearing System for the submission and
withdrawal of Tender Instructions will be earlier than the relevant deadlines
set out above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be
made (i) by publication through RNS and (ii) 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. Copies of all such
announcements, press releases and notices can also be obtained upon request
from the Tender Agent, the contact details for which are below. Significant
delays may be experienced where notices are delivered to the Clearing Systems
and Bondholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offers. In addition, Relevant
Bondholders may contact the Dealer Managers for information using the contact
details below.

None of the Dealer Managers (or their respective directors, officers,
employees, agents or affiliates) has any role in relation to any part of an
Offer made to Bondholders who are not Relevant Bondholders, where Relevant
Bondholder means a Bondholder that is: (a) in a member state of the European
Union, an "eligible counterparty" or a "professional client", each as defined
in Directive No. 2014/65/EU on markets in financial instruments (as amended
from time to time); (b) in the United Kingdom, 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 domestic law of the United Kingdom by virtue of
the EUWA; or (c) in a jurisdiction outside of the European Union and the
United Kingdom, 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.

For detailed terms of the Offers please refer to the Tender Offer Memorandum
which (subject to distribution restrictions) can be obtained from the Tender
Agent referred to below.

Barclays Bank PLC (Tel: +44 20 3134 8515; Attn: Liability Management Group;
Email: eu.lm@barclays.com); BNP Paribas (Tel: +44 20 7595 8668; Attn:
Liability Management Group; Email: liability.management@bnpparibas.com);
Lloyds Bank Corporate Markets plc (Tel: +44 (0) 20 7158 1719/1726; Attn:
Liability Management, Commercial Banking; Email:
LBCMLiabilityManagement@lloydsbanking.com); and Mizuho International plc (Tel:
+34 91 790 7559; Attn: Liability Management; Email:
liabilitymanagement@uk.mizuho-sc.com) are acting as Dealer Managers for the
Offers (as made to the Relevant Bondholders).

Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attn: Arlind Bytyqi;
Email: hammerson@is.kroll.com; Website: https://deals.is.kroll.com/hammerson)
is acting as Tender Agent.

Questions and requests for assistance in connection with (i) the Offers may be
directed to the Dealer Managers by the Relevant Bondholders, and (ii) the
delivery of Tender Instructions may be directed to the Tender Agent, the
contact details for each of which are set out above.

UK MAR: This announcement is released by the Company 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 domestic law of the United Kingdom 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 Alex
Dunn, General Counsel and Company Secretary at the Company.

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 and legal
advice, including in respect of any tax consequences, from its broker, bank
manager, solicitor, accountant or other independent financial, tax 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 must contact
such entity if it wishes to tender such Bonds pursuant to the Offers. None of
the Company, the Dealer Managers and the Tender Agent nor any of their
respective directors, officers, employees, agents or affiliates makes any
recommendation whether Bondholders should tender Bonds pursuant to the Offers.

 

OFFER AND DISTRIBUTION RESTRICTIONS

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 Company, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions. Neither this
announcement nor the Tender Offer Memorandum constitutes an offer to buy or a
solicitation of an offer to sell the Bonds (and tenders of Bonds in the
relevant Offer will not be accepted from Bondholders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require the relevant Offer to be made by a
licensed broker or dealer and each of the Dealer Managers or any of the Dealer
Managers' respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the relevant Offer shall be deemed to be made by such
Dealer Manager or affiliate, as the case may be, on behalf of the Company in
such jurisdiction (but only to any Bondholder that is a Relevant Bondholder).

In addition to the representations referred to below in respect of the United
States, each Bondholder participating in the Offers will also be deemed to
give certain representations in respect of the other jurisdictions referred to
below and generally as set out in the Tender Offer Memorandum. 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 mail 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 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.
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, to any person located or resident in the United
States or to any U.S. Person, and the Bonds cannot be tendered in the Offers
by any such use, means, instrumentality or facility or from within the United
States or by any person located or resident in the United States or by, or by
any person acting for the account or benefit of, a U.S. Person. 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 any 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 or by any U.S. Person or by
use of such mails or any such means, instrumentality or facility will be
invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. Persons. Bonds may not be
offered, sold or delivered 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, U.S. Persons.

Each holder of Bonds participating in an Offer will represent that it is not a
U.S. Person and is not located in the United States and 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 and who is not a
U.S. Person. 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 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. Bondholders or
beneficial owners of the Bonds that are 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 the
Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of 15 February 2018, as amended from time to time, and
Legislative Decree No. 385 of 1 September 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, the Offers, the Tender Offer Memorandum and/or this announcement.

United Kingdom. The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offers are 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 and are not for general distribution and must not be passed
on to the general public in the United Kingdom. The communication of such
documents and materials is made only to and directed only at 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
falling within Article 43 of the Financial Promotion Order or any other
persons to whom it may otherwise lawfully be made under the Financial
Promotion Order (all such persons together being referred to as Relevant
Persons) and the transaction contemplated herein will be available only to,
and engaged in only with, Relevant Persons. Any person who is not a Relevant
Person should not act on or rely on this announcement or the Tender Offer
Memorandum or (in either case) any of its contents.

France. The Offers are not being made, directly or indirectly, to the public
in the Republic of 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 nor approved
by the Autorité des Marchés Financiers.

Belgium. The Offers are not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1 of the Belgian Code of Economic Law, as
amended from time to time (a Belgian Consumer) and this announcement, the
Tender Offer Memorandum or any other documents or materials relating to the
Offers have not been and shall not be distributed, directly or indirectly, in
Belgium to Belgian Consumers.

 

 

 

This announcement has also been released on the SENS system of the
Johannesburg Stock Exchange and on Euronext Dublin.

 

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