REG - Imperial Brands Fin - Tender Offer
24/06/2025 14:30
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RNS Number : 2164O Imperial Brands Finance PLC 24 June 2025
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 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").
June 24, 2025
Imperial Brands Finance PLC (formerly known as Imperial Tobacco Finance PLC)
announces cash tender offers for up to the relevant Maximum Acceptance Amount
of its outstanding U.S.$750,000,000 3.500% Notes due 2026 and GBP500,000,000
5.500% Notes due 2026
Imperial Brands Finance PLC (the "Offeror") announces today offers to purchase
up to the relevant Maximum Acceptance Amount (as the same may be increased or
decreased at the Offeror's sole discretion, subject to applicable law) of its
outstanding U.S.$750,000,000 3.500% Notes due 2026 (the "US$ Notes") and
GBP500,000,000 5.500% Notes due 2026 (the "GBP Notes" and together with the
US$ Notes, the "Notes"), each issued by the Offeror and guaranteed by Imperial
Brands PLC (formerly known as Imperial Tobacco Group PLC, the "Guarantor",
and, together with its subsidiaries, the "Group"), for cash (each an "Offer"
and together, the "Offers"). The terms and conditions of the Offers are
described in an offer to purchase dated June 24, 2025 (the "Offer to
Purchase"). Capitalized terms not otherwise defined in this announcement have
the same meaning as assigned to them in the Offer to Purchase.
Noteholders are advised to read carefully the Offer to Purchase for full
details of, and information on the procedures for participating in, the
Offers.
The following table sets forth certain information relating to the Offers.
Description of Notes CUSIP/ ISIN Principal Amount Outstanding Early Tender Premium((1)) Reference Security Bloomberg Reference Page/Screen Fixed Spread (basis points)((1)) Early Tender Offer Consideration((1)) Maximum Acceptance Amount
US$750,000,000 3.500 per cent. Notes due 2026 Rule 144A: 45262BAB9 / US$750,000,000 US$50 per US$1,000 4.50% US Treasury due July 15, 2026 FIT4 35 To be determined as described in the Offer to Purchase US$350,000,000 in aggregate principal amount of the US$ Notes (or such greater
or lesser amount as the Offeror may determine in its sole and absolute
US45262BAB99 discretion)
Reg S: G471AB NV8 /
USG471ABNV88
GBP500,000,000 5.500 per cent. Notes due 2026 XS0683568223 GBP500,000,000 GBP50 per GBP1,000 1.50% UK Gilt due July 22, 2026 PXUK 65 To be determined as described in the Offer to Purchase GBP275,000,000 in aggregate principal amount of the GBP Notes (or such greater
or lesser amount as the Offeror may determine in its sole and absolute
discretion)
(1) For the avoidance of doubt, the applicable Early Tender Premium is already
included within the applicable Early Tender Offer Consideration (which will be
calculated using the applicable Fixed Spread over the applicable Reference
Yield (with such sum being annualised in the case of the GBP Notes) as
described in the Offer to Purchase) and is not in addition to the applicable
Early Tender Offer Consideration. In addition, Noteholders whose Notes are
accepted for purchase will also receive an Accrued Interest on such Notes.
Rationale for the Offers
The Offeror is making the Offers as part of a refinancing of certain of its
existing debt. The Offers, together with the proposed concurrent offering of
one or more series of debt securities, is intended to extend the Offeror's
debt maturity profile. Notes purchased in the Offers will be retired and
cancelled.
Early Tender Offer Consideration and Tender Offer Consideration
Subject to the relevant Maximum Acceptance Amount, on the Early Settlement
Date, Noteholders that validly tender their Notes (and do not validly withdraw
such Notes) at or before the Early Tender Deadline (provided such tender is
received by the Information & Depositary Agent at or prior to the Early
Tender Deadline), if the Offeror accepts the tender of such Notes, will
receive (subject to possible pro-rata scaling and the conditions described in
the Offer to Purchase) the applicable Early Tender Offer Consideration
calculated in accordance with the formula described in the Offer to Purchase,
and calculated with reference to the applicable Fixed Spread over the
applicable Reference Yield (with such sum being annualised in the case of the
GBP Notes in order to calculate the Early Tender Offer Consideration). For the
avoidance of doubt, the applicable Early Tender Premium is already included
within the applicable Early Tender Offer Consideration (when calculated in
such manner) and is not in addition to the applicable Early Tender Offer
Consideration.
Provided that the total aggregate principal amount of Notes validly tendered
and accepted for purchase by the Offeror as of the Early Tender Deadline is
lower than the relevant Maximum Acceptance Amount, on the Final Settlement
Date, Noteholders that validly tender their Notes after the Early Tender
Deadline but at or before the Expiration Deadline (provided such tender is
received by the Information & Depositary Agent at or before the Expiration
Deadline), if the Offeror accepts the tender of such Notes, will receive
(subject to possible pro-rata scaling and the conditions described in the
Offer to Purchase) a cash consideration per US$1,000 principal amount of the
US$ Notes or GBP1,000 principal amount of the GBP Notes, as applicable, equal
to the applicable Early Tender Offer Consideration minus applicable Early
Tender Premium (the "Tender Offer Consideration").
In addition to the payment of the applicable Early Tender Offer Consideration
or the applicable Tender Offer Consideration, as the case may be, the Offeror
will pay an amount in respect of accrued and unpaid interest for all Notes
validly tendered at or before the Early Tender Deadline or the Expiration
Deadline, as applicable, and delivered and accepted for purchase by the
Offeror pursuant to the Offers, from and including the interest payment date
for the relevant Notes immediately preceding the relevant Settlement Date to
but excluding such Settlement Date.
Acceptance and Scaling
The Offeror proposes to accept for purchase Notes up to the relevant Maximum
Acceptance Amount in respect of each Offer. Accordingly, subject to
satisfaction or waiver of the conditions set out in the Offer to Purchase,
including the New Financing Condition (as defined below):
(a) If acceptance of the total aggregate principal amount of the
relevant Notes validly tendered as of the Early Tender Deadline would exceed
the relevant Maximum Acceptance Amount, the Offeror intends to accept such
Notes on a pro-rata basis such that the total aggregate principal amount of
such Notes accepted for purchase is equal to the relevant Maximum Acceptance
Amount. In this instance, any such Notes tendered after the Early Tender
Deadline will not be accepted for purchase.
(b) If the total aggregate principal amount of relevant Notes
validly tendered as of the Early Tender Deadline is less than the relevant
Maximum Acceptance Amount and the total aggregate principal amount of relevant
Notes validly tendered during the Late Tender Period would exceed the relevant
Remaining Acceptance Amount, the Offeror intends to accept (i) all relevant
Notes validly tendered as of the Early Tender Deadline in full; and (ii) the
relevant Notes validly tendered in the Late Tender Period on a pro-rata basis
such that the total aggregate principal amount of relevant Notes accepted for
purchase by the Offeror is equal to the relevant Maximum Acceptance Amount.
(c) To the extent the total aggregate principal amount of
relevant Notes validly tendered as of the Early Tender Deadline is less than
the relevant Maximum Acceptance Amount and the total aggregate principal
amount of relevant Notes validly tendered in the Late Tender Period is lower
than the relevant Remaining Acceptance Amount, the Offeror intends to accept
all relevant Notes validly tendered in full.
For more details on potential proration, please refer to the Offer to the
Purchase.
Conditions of the Offers
The Offers are not conditioned on any minimum amount of Notes being tendered.
The Offeror's obligation to accept and pay for Notes in the Offers is,
however, subject to the satisfaction or waiver of the conditions described in
"Terms and Conditions of the Offer" of the Offer to Purchase, including the
successful completion of the offering of new US$-denominated fixed rate notes
(together with the guarantee thereof, the "New Notes") (which the Offeror has
today announced its intention to issue, subject to market conditions), on
terms and subject to conditions satisfactory to the Offeror in its sole
discretion (the "New Financing Condition"), contained in the Offer to
Purchase. Subject to applicable securities laws and the terms and conditions
set forth in the Offer to Purchase, the Offeror reserves the right, with
respect to the Offers made by it, (i) to waive or modify in whole or in part
any and all conditions to the Offers, (ii) to extend the Early Tender
Deadline, the Expiration Deadline, any Settlement Date and/or the deadline for
exercise of Noteholders' withdrawal rights, (iii) to modify or terminate the
Offers or (iv) to otherwise amend the Offers (including either Maximum
Acceptance Amount) in any respect.
Priority in Allocation of New Notes for US$ Notes Noteholders
A Noteholder that has validly tendered, or indicated its firm intention to
tender, its US$ Notes for purchase pursuant to the US$ Offer prior to the
Early Tender Deadline and wishes to subscribe for New Notes in addition to
tendering US$ Notes for purchase pursuant to the US$ Offer may, after having
made a separate application for the purchase of such New Notes to a Dealer
Manager (in its capacity as a joint bookrunner of the issue of the New Notes),
at the sole and absolute discretion of the Offeror, receive priority (the "New
Issue Priority") in the allocation of the New Notes, subject to the issue of
the New Notes. When considering allocation of the New Notes, the Offeror
intends to give preference to those Noteholders who, prior to such allocation,
have tendered, or indicated to the Offeror or any of the Dealer Managers their
firm intention to tender (and at the same time have communicated the amount of
US$ Notes to which such intention relates), US$ Notes and subscribe for New
Notes. Any allocation of the New Notes may, subject to the sole and absolute
discretion of the Offeror, be less than, equal to or greater than the
aggregate principal amount of the US$ Notes tendered or firmly indicated to be
tendered.
However, the Offeror is not obliged to allocate the New Notes to a Noteholder
who has validly tendered or indicated its firm intention to tender its US$
Notes pursuant to the US$ Offer. Any allocation of the New Notes, while being
considered by the Offeror as set out above, will be made in accordance with
standard new issue procedures. Any investment decision to purchase any New
Notes should be made solely on the basis of the information contained in the
prospectus dated January 27, 2025, (as supplemented by the supplement thereto
dated June 17, 2025, and the final terms to be dated on or around June 27,
2025, the "Prospectus") to be prepared in connection with the issue and
offering of the New Notes, and no reliance should be placed on any
information other than that contained in the Prospectus. Noteholders should
note that the pricing and allocation of the New Notes may take place prior to
the Early Tender Deadline and any Noteholder that wishes to subscribe for New
Notes in addition to tendering existing US$ Notes for purchase pursuant to the
US$ Offer should therefore provide, as soon as practicable, to any Dealer
Manager any indications of a firm intention to tender US$ Notes for purchase
pursuant to the US$ Offer and the quantum of US$ Notes that it intends to
tender in order for this to be taken into account as part of the New Notes
allocation process.
There is no priority allocation in New Notes for GBP Notes Noteholders.
Unless stated otherwise or as required by applicable law, announcements in
connection with the Offers will be made by the delivery of notices to the
applicable Clearing Systems for communication to Direct Participants.
Announcements may also be made by the issue of an announcement or a press
release to one or more Notifying News Service(s) and/or by publication on the
website of the London Stock Exchange plc. Copies of all announcements, notices
and press releases will be available from the Information & Depositary
Agent. All documentation relating to the Offers, together with any updates,
will also be available on the Offer website
(https://www.gbsc-usa.com/imperial/ (https://www.gbsc-usa.com/imperial/) )
operated by the Information & Depositary Agent for the purpose of the
Offers.
A tender of Notes for purchase pursuant to the relevant Offer should be made
by the submission of a valid Tender Instruction prior to the Early Tender
Deadline or the Expiration Deadline, as applicable, as set out in the Offer to
Purchase.
Indicative timetable
The following timetable sets out the expected dates and times of the key
events relating to the Offers. This is an indicative timetable and is subject
to change.
Indicative Timeline (New York City time)
Date Calendar Date and Time Event
Commencement of the Offers June 24, 2025 Offers announced. Offer to Purchase available from the Information &
Depositary Agent. Beginning of Offer period.
Early Tender Deadline 5:00 p.m., on July 8, 2025 Deadline for receipt by the Information & Depositary Agent of all Tender
Instructions in order for Noteholders to be able to participate in the Offers
and to be eligible to receive the applicable Early Tender Offer Consideration
and the applicable Accrued Interest Payment on the Early Settlement Date.
Tender Instructions may not be revoked after the Early Tender Deadline.
Price Determination Date 10:00 a.m., on July 9, 2025 The Dealer Managers will calculate the applicable Early Tender Offer
Consideration for the relevant Notes in the manner described in the Offer to
Purchase
Announcement of Early Results and Pricing of Offers As soon as reasonably practicable after the Price Determination Date (expected Announcement in respect of each Offer of (i) the Reference Yield, (ii) the
to be July 9, 2025) Early Tender Offer Consideration, and (iii) the Tender Offer Consideration.
The Offeror will also announce at this time (or prior to this time) (i)
whether the New Financing Condition has been satisfied; (ii) the aggregate
principal amounts of US$ Notes and GBP Notes validly tendered at or before the
Early Tender Deadline pursuant to the Offers; (iii) its decision whether to
accept valid tenders of such Notes for purchase pursuant to the Offers on the
Early Settlement Deadline and, if so, the aggregate principal amounts of such
Notes and (iv) the Scaling Factor or the Remaining Acceptance Amount (as
applicable) in respect of each Offer, in accordance with the methods set out
in the Offer to Purchase.
Early Settlement Date July 11, 2025 Subject to the satisfaction or waiver of the conditions to the Offers,
including the New Financing Condition, expected settlement date for Notes
validly tendered at or before the Early Tender Deadline and accepted for
purchase pursuant to the Offers. Payment of the applicable Early Tender Offer
Consideration and the applicable Accrued Interest Payment in respect of all
such Notes.
Expiration Deadline 5:00 p.m., on July 23, 2025 Deadline for receipt by the Information & Depositary Agent of all Tender
Instructions in order for Noteholders to be able to participate in the Offers
and to be eligible to receive the applicable Tender Offer Consideration and
the applicable Accrued Interest Payment on the Final Settlement Date.
Announcement of Final Results As soon as reasonably practicable after the Expiration Deadline (expected to Provided the total aggregate principal amount of relevant Notes validly
be July 24, 2025) tendered and accepted for purchase by the Offeror as of the Early Tender
Deadline is lower than the relevant Maximum Acceptance Amount and the
conditions to the relevant Offer (including the New Financing Condition)
having been satisfied or waived, the Offeror will announce (i) its decision
whether to accept valid tenders of such Notes for purchase pursuant to the
relevant Offer on the Final Settlement Deadline and, if so, the aggregate
principal amount of such Notes, (ii) the Scaling Factor in respect of the
relevant Offer (if applicable), and (iii) the aggregate principal amount of
Notes that will remain outstanding following completion of the relevant Offer
Final Settlement Date July 25, 2025 Subject to the satisfaction or waiver of the conditions to the Offers,
including the New Financing Condition, expected settlement date for Notes
validly tendered after the Early Tender Deadline (but at or before the
Expiration Deadline) and accepted for purchase pursuant to the relevant Offer.
Payment of the applicable Tender Offer Consideration and the applicable
Accrued Interest Payment in respect of all such Notes
The above dates and times are subject, where applicable, to the right of the
Offeror to extend, re-open, amend, and/or terminate the Offers, subject to
applicable securities laws and the terms set within the Offer to Purchase.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes as to when such intermediary would
require to receive instructions from a Noteholder in order for that Noteholder
to be able to participate in, or (at or before the Early Tender Deadline)
revoke their instruction to participate in, the Offers before the deadlines
specified above. The deadlines set by any such intermediary and the Clearing
Systems for the submission of Tender Instructions will be earlier than the
relevant deadlines specified above.
Noteholders are advised to read carefully the Offer to Purchase for full
details of and information on the procedures for participating in the Offers.
Further information
Noteholders may access the Offer to Purchase at
https://www.gbsc-usa.com/imperial/ (https://www.gbsc-usa.com/imperial/) .
Questions and requests for assistance in connection with the Offers may be
directed to the Dealer Managers:
Dealer Managers
Merrill Lynch International Santander US Capital Markets LLC Wells Fargo Securities, LLC
2 King Edward Street 437 Madison Avenue 550 South Tryon Street, 5th Floor
London EC1A 1HQ
New York, NY 10022
Charlotte, NC 28202
United Kingdom
United States of America
United States of America
Attention: Liability Management Group Attention: Liability Management Attention: Liability Management Group
Telephone (Europe):
Telephone (U.S. Toll Free): Telephone (U.S. Toll Free):
+44 207 996 5420
Telephone (U.S. Toll Free): +1 (855) 404 3636 +1 (866) 309 6316
+1 (888) 292 0070 Telephone (U.S.): Telephone (U.S.):
Telephone (U.S.):
+1 (212) 350 0660 +1 (704) 410 4759
+1 (980) 387 3907
Email: Email (U.S.): Email: liabilitymanagement@wellsfargo.com
(mailto:liabilitymanagement@wellsfargo.com)
DG.LM-EMEA@bofa.com (mailto:DG.LM-EMEA@bofa.com) AmericasLM@santander.us Email (Europe) (Banco Santander, S.A.):
LiabilityManagement@gruposantander.com Telephone (Europe) (Wells Fargo Securities International Limited):
(mailto:LiabilityManagement@gruposantander.com)
+44 203 942 8553
Questions and requests for assistance in connection with the tender of Notes
including requests for a copy of the Offer to Purchase may be directed to:
Information Agent:
Global Bondholder Services Corporation
65 Broadway - Suite 404
New York, New York 10006
Attention: Corporate Actions
Bankers and Brokers call: +1 (212) 430-3774
Toll free: +1 (855) 654-2015
Website: https://www.gbsc-usa.com/imperial/
(https://www.gbsc-usa.com/imperial/)
Depositary Agent:
Global Bondholder Services Corporation
By facsimile (For Eligible Institutions only): +1 (212) 430-3775/3779
Confirmation: +1 (212) 430-3774
Email: contact@gbsc-usa.com (mailto:contact@gbsc-usa.com)
NOTICE AND DISCLAIMER
This press release is neither an offer to purchase, nor a solicitation of an
offer to sell the Notes or any other securities. The Offeror is making the
Offers only by, and pursuant to, the terms of the Offer to Purchase. The
Offers are not being made in any jurisdiction in which the making of or
acceptance thereof would not be in compliance with the securities laws, blue
sky laws or other laws of such jurisdiction. None of the Offeror, the Dealer
Managers or the Information & Depositary Agent is making any
recommendation as to whether Noteholders should tender or refrain from
tendering their Notes in response to the Offers or how much they should
tender. Each Noteholder must make his, her or its own decision as to whether
to tender or refrain from tendering Notes and, if a Noteholder determines to
tender, as to how many Notes to tender.
This announcement must be read in conjunction with the Offer to Purchase. This
announcement and the Offer to Purchase contain important information which
should be read carefully before any decision is made with respect to the
Offers. If any Noteholder is in any doubt as to the contents of the Offer to
Purchase or the action it should take, it is recommended to seek its own
legal, accounting and 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, trust
company or other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Offers.
The New Notes have not been and will not be registered under the United States
Securities Act of 1933. The Offers are not an offer to sell or a solicitation
of an offer to buy the New Notes. No action has been or will be taken in any
jurisdiction in relation to the New Notes to permit a public offering of
securities.
UK MARKET ABUSE REGULATION
This announcement is released by the Offeror 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 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 Matthew Slade, Director of the
Offeror.
FORWARD-LOOKING INFORMATION
This announcement contains certain forward-looking statements that reflect the
Offeror's intent, beliefs or current expectations about the future and can be
recognized by the use of words such as "expects," "will," "anticipate," or
words of similar meaning. These forward-looking statements are not guarantees
of any future performance and are necessarily estimates reflecting the best
judgment of the senior management of the Offeror and involve a number of risks
and uncertainties that could cause actual results to differ materially from
those suggested by the forward-looking statements. As a consequence, these
forward-looking statements should be considered in light of various important
factors that could cause actual results to differ materially from estimates or
projections contained in the forward-looking statements, which include,
without limitation, the risk factors set forth in the Offer to Purchase. The
Offeror cannot guarantee that any forward-looking statement will be realized,
although they believe they have been prudent in their respective plans and
assumptions. Achievement of future results is subject to risks, uncertainties
and assumptions that may prove to be inaccurate. Should known or unknown risks
or uncertainties materialize, or should underlying assumptions prove
inaccurate, actual results could vary materially from those anticipated,
estimated or projected. The Offeror undertakes no obligation to update
publicly or release any revisions to these forward-looking statements to
reflect events or circumstances or to reflect the occurrence of unanticipated
events, except as required by applicable law.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an offer or an
invitation to participate in the Offers in any jurisdiction in which, or to
any person to or from whom, it is unlawful to make such offer or invitation or
for there to be such participation under applicable laws. The distribution of
this announcement and the Offer to Purchase in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement or the
Offer to Purchase comes are required by each of the Offeror, the Dealer
Managers and the Information & Depositary Agent to inform themselves about
and to observe any such restrictions.
United Kingdom
The communication of this announcement, the Offer to Purchase 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.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, persons in the United Kingdom other than (i) to
those persons in the United Kingdom falling within the definition of
investment professionals (as defined by Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Financial
Promotion Order")), (ii) to those persons falling within Article 43(2) of the
Financial Promotion Order, or (iii) to any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order.
France
This announcement, the Offer to Purchase and any other documents or offering
materials relating to the Offers may not be distributed in the Republic of
France except to qualified investors (investisseurs qualifiés) as defined in
Article 2(e) of the Prospectus Regulation. This announcement and the Offer to
Purchase have not been and will not be submitted for clearance to 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, 2o of the Belgian Code of Economic Law, as amended
from time to time (a "Belgian Consumer") and this announcement, the Offer to
Purchase 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.
Italy
None of the Offers, this announcement, the Offer to Purchase or any other
documents or materials relating to the Offers has been or will be submitted to
the clearance procedure of the Commissione Nazionale per le Società e la
Borsa ("CONSOB"), pursuant to applicable Italian laws and regulations. The
Offers are 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 February 24, 1998, as amended (the "Financial Services Act") and
article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended (the "Issuers' Regulation"). The Offers are also being carried out in
compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.
Noteholders or beneficial owners of the Notes that are located in Italy can
tender the Notes through authorized 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
February 15, 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.
General
The Offers do not constitute an offer to buy or the solicitation of an offer
to sell Notes in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws require an
Offer to be made by a licensed broker or dealer and any of the Dealer Managers
or, where the context so requires, any of their respective affiliates is such
a licensed broker or dealer in that jurisdiction, the relevant Offer shall be
deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate
(as the case may be) in such jurisdiction.
Each Noteholder participating in the Offers will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Offers" in the
Offer to Purchase. Any tender of Notes for purchase pursuant to the Offers
from a Noteholder that is unable to make these representations may be
rejected. Each of the Offeror, the Guarantor, the Dealer Managers and the
Information & Depositary Agent reserves the right, in their absolute
discretion, to investigate, in relation to any tender of Notes for purchase
pursuant to the Offers, whether any such representation given by a Noteholder
is correct and, if such investigation is undertaken and as a result the
Offeror determines (for any reason) that such representation is not correct,
such tender may be rejected.
Please see the Offer to Purchase for certain other important information on
offer restrictions applicable to the Offers.
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