REG - Hiscox Ltd - Tender Offer

HiscoxAnnouncement

02/06/2025 08:15

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RNS Number : 9755K  Hiscox Ltd  02 June 2025

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN 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 IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).

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

Hiscox Ltd announces Tender Offer for its
Fixed to Floating Rate Callable Subordinated Notes due 2045

2 June 2025. Hiscox Ltd (the Offeror) announces today an invitation to holders
of its outstanding £275,000,000 Fixed to Floating Rate Callable Subordinated
Notes due 2045 (ISIN: XS1323450236) (the Notes) to tender their Notes for
purchase by the Offeror for cash (such invitation, the Offer).

The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 2 June 2025 (the Tender Offer Memorandum)
prepared by the Offeror including, but not limited to, the New Financing
Condition (as defined below), and is subject to the offer restrictions set out
below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used but not otherwise defined in this announcement have the meanings
given to them in the Tender Offer Memorandum.

Summary of the Offer

 Notes                                                                      ISIN /          Outstanding Principal Amount  First Call Date   Purchase Price    Amount subject to the Offer

Common Code
 £275,000,000 Fixed to Floating Rate Callable Subordinated Notes due 2045   XS1323450236    £275,000,000                  24 November 2025  100.55 per cent.  An aggregate principal amount no greater than the aggregate principal amount

 / 132345023                                                                     of the New Notes (as defined below) to be issued, converted into sterling at
                                                                                                                                                              the FX Rate (as defined below), all to be announced by the Offeror as further
                                                                                                                                                              described in the Tender Offer Memorandum

Rationale for the Offer

The purpose of the Offer and the proposed issue of the New Notes (as defined
below) is to refinance a portion of the existing debt of the Offeror, and to
proactively manage the Offeror's debt maturity profile. The Offer provides
Noteholders with the opportunity to sell their current holdings in the Notes
ahead of their first call date and to subscribe to the issuance of the New
Notes, as more fully described in the Tender Offer Memorandum.

Any Notes purchased by the Offeror pursuant to the Offer are expected to be
cancelled and will not be re-issued or re-sold.

Purchase Price and Accrued Interest

The Offeror will, on the Settlement Date (subject to the satisfaction (or
waiver) of the New Financing Condition on or prior to such date), pay for any
Notes validly tendered and accepted for purchase by the Offeror pursuant to
the Offer a purchase price for such Notes equal to 100.55 per cent. of the
principal amount of such Notes (the Purchase Price).

The Offeror will also (subject to the satisfaction (or waiver) of the New
Financing Condition on or prior to the Settlement Date) pay an Accrued
Interest Payment in respect of any Notes accepted for purchase pursuant to the
Offer.

Maximum Acceptance Amount, Final Acceptance Amount and Scaling

If the Offeror decides to accept any valid tenders of Notes for purchase
pursuant to the Offer, the Offeror proposes that the aggregate principal
amount of Notes it will (subject to the satisfaction (or waiver) of the New
Financing Condition on or prior to the Settlement Date) accept for purchase
pursuant to the Offer (the Maximum Acceptance Amount) will be no greater than
the aggregate principal amount of the New Notes to be issued, converted into
sterling at the FX Rate, although the Offeror reserves the right, in its sole
discretion, to accept significantly more or significantly less than (or none
of) such amount of Notes for purchase pursuant to the Offer (the final
aggregate principal amount of Notes accepted for purchase pursuant to the
Offer being the Final Acceptance Amount).

For these purposes, FX Rate means the U.S. dollar / sterling exchange rate
prevailing at or around the Expiration Deadline, as reported on the Bloomberg
BFIX Screen Page.

The Offeror will announce the Maximum Acceptance Amount and the FX Rate as set
out under "Indicative Timetable for the Offer" below and as further described
in the Tender Offer Memorandum.

If the Offeror decides to accept any validly tendered Notes for purchase
pursuant to the Offer and the aggregate principal amount of Notes validly
tendered for purchase is greater than the Final Acceptance Amount, the Offeror
intends to accept (subject to the satisfaction (or waiver) of the New
Financing Condition on or prior to the Settlement Date) such Notes for
purchase on a pro rata basis such that the aggregate principal amount of Notes
accepted for purchase pursuant to the Offer is no greater than the Final
Acceptance Amount. See "Further Information and Terms and Conditions - Scaling
of Tenders" in the Tender Offer Memorandum.

The acceptance for purchase by the Offeror of Notes validly tendered pursuant
to the Offer is at the sole discretion of the Offeror and tenders may be
rejected by the Offeror for any reason.

New Notes Offering and New Financing Condition

The Offeror also announces today that it intends to issue a new series of U.S.
dollar-denominated fixed to floating rate callable subordinated notes (the New
Notes), subject to market conditions.

Whether the Offeror will purchase any Notes validly tendered in the Offer is
conditional, without limitation, on the successful completion (in the sole
determination of the Offeror) of the offering of the New Notes (the New
Financing Condition), or the waiver of such condition in the sole and absolute
discretion of the Offeror.

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

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the admission particulars to be prepared
by the Offeror in connection with the issue and admission to trading of the
New Notes (the Admission Particulars), and no reliance is to be placed on any
representations other than those contained in the Admission Particulars.
Subject to compliance with applicable securities laws and regulations, the
Admission Particulars in preliminary form relating to the New Notes are
available from the Dealer Managers on request.

For the avoidance of doubt, the ability to purchase New Notes is subject to
all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions set out in the Admission Particulars). It is the sole
responsibility of each Noteholder to satisfy itself that it is eligible to
purchase the New Notes.

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in either this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Notes in the United States or any other jurisdiction. Securities may not be
offered, sold or delivered in the United States absent registration under, or
an exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (the Securities Act).  The New Notes have
not been, and will not be, registered under the Securities Act or the
securities laws of any state or other jurisdiction of the United States and
may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. persons (as
defined in Regulation S under the Securities Act).

Compliance information for the New Notes:

UK MiFIR/MiFID II professionals/ECPs-only/No PRIIPs or UK PRIIPs KID -
Manufacturer target market (UK MiFIR product governance and MIFID II product
governance) is eligible counterparties and professional clients only (all
distribution channels). No PRIIPs or UK PRIIPs key information document (KID)
has been prepared as not available to retail in EEA or UK.

See the Admission Particulars for further information.

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

Allocation of the New Notes

When considering allocation of the New Notes, the Offeror may give preference
to those Noteholders that, prior to such allocation, have validly tendered or
have given a firm intention to any Dealer Manager that they intend to tender
their Notes for purchase pursuant to the Offer and, if so, having regard to
the aggregate principal amount of Notes so tendered or in respect of which
such Noteholder indicates a firm intention to tender. Therefore, a Noteholder
that wishes to subscribe for New Notes in addition to tendering its existing
Notes for purchase pursuant to the Offer may be eligible to receive, at the
sole and absolute discretion of the Offeror, priority in the allocation of the
New Notes, subject to the issue of the New Notes and such Noteholder making a
separate application for the purchase of such New Notes to any Dealer Manager
(in its capacity as a joint lead manager of the issue of the New Notes) in
accordance with the standard new issue procedures of such Dealer Manager. Any
such preference will, subject to the sole and absolute discretion of the
Offeror, be applicable up to the aggregate principal amount of Notes tendered
by such Noteholder (or in respect of which such Noteholder has indicated a
firm intention to tender as described above) pursuant to the Offer. However,
the Offeror is not obliged to allocate any New Notes to a Noteholder that has
validly tendered or indicated a firm intention to tender its Notes for
purchase pursuant to the Offer and, if any such New Notes are allocated, the
principal amount thereof may be less or more than the principal amount of
Notes tendered by such Noteholder and accepted for purchase by the Offeror
pursuant to the Offer. Any such allocation will also, among other factors,
take into account the minimum denomination of the New Notes (being
U.S.$200,000).

All allocations of the New Notes, while being considered by the Offeror as set
out above, will be made in accordance with customary new issue allocation
processes and procedures in the sole and absolute discretion of the Offeror.
In the event that a Noteholder validly tenders Notes pursuant to the Offer,
such Notes will remain subject to such tender and the conditions of the Offer
as set out in the Tender Offer Memorandum irrespective of whether that
Noteholder receives all, part or none of any allocation of New Notes for which
it has applied.

Noteholders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Deadline for the Offer and any
Noteholder that wishes to subscribe for New Notes in addition to tendering
existing Notes for purchase pursuant to the Offer should therefore provide, as
soon as practicable, to any Dealer Manager any indications of a firm intention
to tender Notes for purchase pursuant to the Offer and the quantum of Notes
that it intends to tender.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to the Offer, Noteholders must validly
tender their Notes 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 11 June 2025, unless extended, re-opened, amended
and/or terminated as provided in the Tender Offer Memorandum (the Expiration
Deadline).

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 principal amount
of Notes of no less than £100,000, being the minimum denomination of the
Notes, and may thereafter be submitted in integral multiples of £1,000.

A separate Tender Instruction must be completed on behalf of each beneficial
owner of the Notes.

Indicative Timetable for the Offer

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offer

 Offer announced. Tender Offer Memorandum available from the Tender Agent         2 June 2025
 (subject to the restrictions set out in "Offer and Distribution Restrictions"
 below).
 Announcement of Maximum Acceptance Amount                                        As soon as reasonably practicable following the pricing of the New Notes

 Announcement by the Offeror of the Maximum Acceptance Amount for the Offer
 (expressed in U.S. dollars, prior to application of the FX Rate).
 Expiration Deadline                                                              4.00 p.m. on 11 June 2025

 Deadline for receipt of valid Tender Instructions by the Tender Agent in order
 for Noteholders to be able to participate in the Offer.

 FX Rate determined.
 Announcement of Results
 Announcement by the Offeror of whether it will accept (subject to the            As soon as reasonably practicable on 12 June 2025
 satisfaction (or waiver) of the New Financing Condition on or prior to the
 Settlement Date) valid tenders of Notes pursuant to the Offer and, if so
 accepted, the FX Rate, the Final Acceptance Amount and (if applicable) the
 Scaling Factor that will be applied to valid tenders of Notes.
 Settlement Date
 Subject to the satisfaction (or waiver) of the New Financing Condition,          Expected to be on 13 June 2025
 expected Settlement Date for the Offer. Payment of the Purchase Price and
 Accrued Interest Payment in respect of Notes accepted for purchase pursuant to
 the Offer.

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

Noteholders are advised to check with any bank, securities broker, clearing
system or other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Noteholder in order for
that Noteholder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
the Offer by the deadlines specified 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 specified in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer 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 (i) on the Informa IGM Screen Insider service
and/or (ii) 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 Noteholders are urged to contact the Tender Agent for
the relevant announcements during the course of the Offer.  In addition,
Noteholders may contact the Dealer Managers for information using the contact
details below.

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

Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers.

 DEALER MANAGERS
 Citigroup Global Markets Limited                                            HSBC Bank plc

 Citigroup Centre                                                            8 Canada Square

 Canada Square                                                               London E14 5HQ

 Canary Wharf                                                                United Kingdom

 London E14 5LB

 United Kingdom                                                              Telephone: +44 20 7992 6237

                                                                             Attention: Liability Management, DCM

 Telephone: +44 20 7986 8969                                                 Email: LM_EMEA@hsbc.com (mailto:LM_EMEA@hsbc.com)

 Attention: Liability Management Group

 Email: liabilitymanagement.europe@citi.com
 (mailto:liabilitymanagement.europe@citi.com)
 ING Bank N.V.                                                               Lloyds Bank Corporate Markets plc

 Bijlmerdreef 109                                                            33 Old Broad Street

London EC2N 1HZ
 1102 BW Amsterdam

                                                                           United Kingdom
 The Netherlands

                                                                           Telephone: +44 20 7158 3939/1726
 Telephone: +44 20 7767 6784

                                                                           Attention: Liability Management
 Attention:  Liability Management Team
Email: LBCMLiabilityManagement@lloydsbanking.com

Email: liability.management@ing.com (mailto:liability.management@ing.com)  (mailto:LBCMLiabilityManagement@lloydsbanking.com)

Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Tender Agent.

 TENDER AGENT
 Citibank, N.A., London Branch

 Citigroup Centre

 Canada Square

 Canary Wharf

 London E14 5LB

 United Kingdom

 Telephone: +44 20 7508 3867

 Attention: Exchange Team

 Email: citiexchanges@citi.com (mailto:citiexchanges@citi.com)

This announcement is made by Hiscox Ltd 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 as it forms part of UK
domestic law by virtue of the EUWA (UK MAR), encompassing information relating
to the Offer described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Marc Wetherhill, Group
Company Secretary and General Counsel at Hiscox Ltd.

LEI: 5493007JXOLJ0QCY2D70

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 Offer.  If any Noteholder is in any doubt as to the
contents of the Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial 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
Notes are held on its behalf by a broker, dealer, bank, custodian, clearing
system, trust company or other nominee must contact such entity if it wishes
to tender such Notes pursuant to the Offer. None of the Offeror, the Dealer
Managers or the Tender Agent or any of their respective directors, employees
or affiliates makes any recommendation whether Noteholders should tender Notes
pursuant to the Offer.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or for there to
be such participation under applicable securities laws. The distribution of
this announcement and/or the Tender Offer Memorandum in certain jurisdictions
may be restricted by law.  Persons into whose possession this announcement
and/or the Tender Offer Memorandum come(s) are required by each of the
Offeror, the Dealer Managers and the Tender Agent to inform themselves about,
and to observe, any such restrictions. Nothing in this announcement nor the
Tender Offer Memorandum constitutes an offer to buy or a solicitation of an
offer to sell the Notes (and tenders of Notes in the Offer will not be
accepted from any Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the securities, blue
sky or other laws require the Offer to be made by a licensed broker or dealer
and any Dealer Manager or any of the Dealer Managers' respective affiliates is
such a licensed broker or dealer in any such jurisdiction, the Offer shall be
deemed to be made by such Dealer Manager or such affiliate, as the case may
be, on behalf of the Offeror in such jurisdiction in accordance with
applicable laws and regulations.

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities. The minimum
denomination of the New Notes will be U.S.$200,000.

United States

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

Neither this announcement nor the Tender Offer Memorandum is an offer of
securities for sale in the United States or to U.S. persons (as defined in
Regulation S of the Securities Act) (each a U.S. Person). Securities may not
be offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act.  The New
Notes have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S. Persons.

Each Noteholder participating in the Offer will represent that it is not
located in the United States and is not participating in the 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 the Offer from the United States. For the purposes of this and the above
two paragraphs, United States means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state
of the United States of America and the District of Columbia.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer is not being made, and such
documents and/or materials have not been approved by, an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
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 of the
Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.

Italy

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

Accordingly, Noteholders or beneficial owners of the Notes that are located in
Italy can tender Notes for purchase in the Offer through authorised persons
(such as investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with 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
Notes and/or the Offer.

Belgium

The Offer is 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 none of this announcement, the Tender
Offer Memorandum or any other documents or materials relating to the Offer has
been, and shall not be, distributed, directly or indirectly, in Belgium to
Belgian Consumers.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France (France).  This announcement, the Tender Offer Memorandum
and any other document or material relating to the Offer 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 have been or will be submitted for clearance to or
approved by the Autorité des Marchés Financiers.

Bermuda

This announcement, the Tender Offer Memorandum and any other document or
materials relating to the Offer have only been, and shall only be, distributed
in Bermuda in compliance with the provisions of the Investment Business Act
2003 of Bermuda (as amended) and any other relevant legislation of Bermuda.
There are no restrictions on the Offer in Bermuda or to Bermudian persons,
except that the Offer may only be made by, and the Notes may only be tendered,
through persons or entities duly authorised to publicly offer securities in
Bermuda.

Neither the Bermuda Monetary Authority, the Bermuda Registrar of Companies nor
any other authority of Bermuda has passed upon the merits or fairness of the
Offer or passed upon the accuracy or adequacy of the disclosure in this
announcement or the Tender Offer Memorandum.

 

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