REG - Elenia Verkko Oyj - Tender Offer

InformaAnnouncement

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RNS Number : 1925B  Elenia Verkko Oyj  29 September 2025

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.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING, BUT NOT LIMITED TO, 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 INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR
TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

Elenia Verkko Oyj announces Tender Offer for its €500,000,000 0.375 per
cent. Secured Bonds due 6 February 2027

29 September 2025 Elenia Verkko Oyj (the "Offeror") announces today its
invitation to holders of the outstanding €500,000,000 0.375 per cent. Bonds
due 6 February 2027 (ISIN: XS2113885011) (the "Bonds"), issued by the Offeror,
to tender their Bonds for purchase by the Offeror for cash subject to
satisfaction (or waiver) of the New Financing Condition (as defined below) and
the other conditions described in the Tender Offer Memorandum (as defined
below) (such invitation, the "Offer").  The Offer is being made on the terms
and subject to the conditions contained in the tender offer memorandum dated
29 September 2025 (the "Tender Offer Memorandum") prepared by the Offeror and
is subject to the offer and distribution restrictions set out below and as
more fully described in the Tender Offer Memorandum.

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

Summary of the Offer

A summary of certain of the terms of the Offer appear below:

 Description of the Bonds                                          ISIN/ Common Code         Outstanding Nominal Amount  Maturity Date    Reference Rate              Purchase Spread  Amount subject to the Offer
 €500,000,000 0.375 per cent. Secured Bonds due 6 February 2027    XS2113885011 / 211388501  €500,000,000                6 February 2027  Interpolated Mid-Swap Rate  +15 bps          Subject as set out herein, up to €250,000,000 in aggregate nominal amount of
                                                                                                                                                                                       the Bonds (the "Maximum Acceptance Amount"), although the Offeror reserves the
                                                                                                                                                                                       right, in its sole discretion, to accept significantly more or significantly
                                                                                                                                                                                       less than (or none of) the Maximum Acceptance Amount for purchase pursuant to
                                                                                                                                                                                       the Offer

Rationale for the Offer

The Offer is being made as part of the Offeror's proactive balance sheet
management strategy in optimising its debt maturity profile. Furthermore, the
transaction provides liquidity or reinvestment optionality to those
Bondholders whose Bonds are accepted in the Offer. It is intended that any
Bonds purchased by the Offeror pursuant to the Offer will be cancelled and not
subsequently reissued or resold.

Purchase Price and Accrued Interest

The Offeror will, on the Settlement Date, pay for Bonds validly tendered and
accepted by it for purchase pursuant to the Offer, a cash purchase price
(expressed as a percentage, the "Purchase Price") to be determined at or
around 11.00 a.m. (London time) on 8 October 2025 (the "Pricing Time")
(subject to the right of the Offeror to amend such time and date in its sole
discretion and without prior notice to Bondholders) in the manner described in
the Tender Offer Memorandum by reference to the "Purchase Yield", which shall
equal the sum of (i) the Purchase Spread specified in the table on page 1; and
(ii) the Interpolated Mid-Swap Rate (as defined in the Tender Offer
Memorandum).

The Purchase Price will be determined in accordance with market convention and
expressed as a percentage of the nominal amount of Bonds accepted for purchase
pursuant to the Offer (rounded to the nearest 0.001 per cent., with 0.0005 per
cent. rounded upwards) and is intended to reflect a yield to the Maturity Date
on the Settlement Date based on the Purchase Yield.

Specifically, the Purchase Price will equal (a) the value of all remaining
payments of principal and interest on the Bonds up to and including the
Maturity Date, discounted to the Settlement Date at a discount rate equal to
the Purchase Yield, minus (b) any Accrued Interest for the Bonds.

The Offeror will also pay accrued and unpaid interest in respect of Bonds
validly tendered and accepted for purchase pursuant to the Offer, from (and
including) the immediately preceding interest payment date for such Bonds to
(but excluding) the Settlement Date, calculated in accordance with the terms
and conditions of the Bonds.

Final Acceptance Amount and Scaling

The Offeror proposes that (subject to satisfaction or waiver of the New
Financing Condition) the aggregate nominal amount of Bonds (if any) which it
will accept for purchase pursuant to the Offer will be an amount of up to
€250,000,000 (the "Maximum Acceptance Amount"), although the Offeror
reserves the right, in its sole and absolute discretion, to accept
significantly more or significantly less than (or none of) the Maximum
Acceptance Amount for purchase pursuant to the Offer (the final nominal amount
accepted for purchase pursuant to the Offer being the Final Acceptance
Amount).

If the Offeror decides to accept for purchase any Bonds validly tendered
pursuant to the Offer and the aggregate nominal amount of Bonds validly
tendered pursuant to the Offer is greater than the Final Acceptance Amount,
the Offeror intends to accept such validly tendered Bonds for purchase
(subject to satisfaction or waiver of the New Financing Condition on or prior
to the Settlement Date) on a pro rata basis such that the aggregate nominal
amount of Bonds accepted by the Offeror for purchase pursuant to the Offer is
no greater than the Final Acceptance Amount.

New Financing Condition

The Offeror announced on 29 September 2025 its intention to issue a new series
of euro-denominated fixed rate bonds (the New Bonds) pursuant to its
€3,000,000,000 multicurrency bond programme (the "Programme").  Whether the
Offeror will accept for purchase Bonds validly tendered in the Offer is
subject (unless such condition is waived by the Offeror in its sole and
absolute discretion), without limitation, to the successful completion (in the
sole determination of the Offeror) of the issue of the New Bonds (the "New
Financing Condition").

Even if the New Financing Condition is satisfied (or waived), the Offeror is
not under any obligation to accept for purchase any Bonds validly tendered
pursuant to the Offer.  The acceptance for purchase by the Offeror of Bonds
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 Bonds should be made solely on the
basis of the information contained in (i) the Base Prospectus dated 23
September 2025 (the "Base Prospectus") prepared in connection with the
Programme; and (ii) the final terms relating to, and to be prepared in
connection with, the New Bonds, and no reliance is to be placed on any
representations other than those contained in the Base Prospectus..

The New Bonds are not being, and will not be, offered or sold in the United
States. Nothing in this announcement 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 United States Securities Act of 1933, as amended (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 (as defined in Regulation S of the Securities Act).

MiFID II product governance - The target market for the New Bonds for the
purposes of Directive 2014/65/EU (as amended, "MiFID II") is eligible
counterparties and professional clients only (all distribution channels), each
as defined in MiFID II, and all channels for distribution of the New Bonds to
eligible counterparties and professional clients are appropriate.

The New Bonds are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail
investor in the European Economic Area ("EEA"). For these purposes, a "retail
investor" means a person who is one (or more) of: (i) a retail client as
defined in point (11) of MiFID II; (ii) a customer within the meaning of
Directive (EU) 2016/97, where that customer would not qualify as a
professional client as defined in point (10) of Article 4(1) of MiFID II; or
(iii) not a qualified investor as defined in Regulation (EU) 2017/1129.
Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
New Bonds or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the New Bonds or otherwise
making them available to any retail investor in the EEA may be unlawful under
the PRIIPs Regulation.

The New Bonds are not intended to be offered, sold or otherwise made available
to and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom. For these purposes, a "retail investor" means
a person who is one (or more) of: (i) a retail client, as defined in point (8)
of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law
of the United Kingdom by virtue of the EUWA; or (ii) a customer within the
meaning of the provisions of the Financial Services and Markets Act 2000, as
amended (the "FSMA") and any rules or regulations made under the FSMA to
implement Directive (EU) 2016/97, where that customer would not qualify as a
professional client, as defined in point (8) of Article 2(1) of UK MiFIR; or
(iii) not a qualified investor as defined in Article 2 of Regulation (EU)
2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently
no key information document required by Regulation (EU) No 1286/2014 as it
forms part of domestic law of the United Kingdom by virtue of the EUWA (the
"UK PRIIPs Regulation") for offering or selling the New Bonds or otherwise
making them available to retail investors in the United Kingdom has been
prepared and therefore offering or selling the New Bonds or otherwise making
them available to any retail investor in the United Kingdom may be unlawful
under the UK PRIIPs Regulation.

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

Allocation of the New Bonds

The Offeror will, in connection with the allocation of the proposed issue of
New Bonds by or on behalf of the Offeror, consider among other factors whether
or not the relevant Bondholder seeking an allocation of the New Bonds has
validly tendered, or indicated a firm intention to the Offeror or the Dealer
Managers to tender, their Bonds pursuant to the Offer, and, if so, the
aggregate nominal amount of the Bonds validly tendered or intended to be
tendered by such Bondholder (subject to such Bondholder making a separate
application for the subscription of the New Bonds to the joint lead managers
of the issue of the New Bonds). When considering allocation of the New Bonds,
the Offeror may give preference to those Bondholders who, prior to such
allocation, have validly tendered or indicated their firm intention to the
Offeror or to the Dealer Managers to tender their Bonds pursuant to the Offer
and subscribe for New Bonds. Any such preference in the allocation of the New
Bonds will be applicable up to the aggregate nominal amount of Bonds tendered
or firmly indicated to be tendered by such Bondholder pursuant to the Offer.
However, the Offeror is not obliged to allocate the New Bonds to a Bondholder
who has validly tendered or indicated a firm intention to tender its Bonds for
purchase pursuant to the Offer. Any allocation of the New Bonds, while being
considered by the Offeror as set out above, will be made in accordance with
customary new issue allocation processes and procedures 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 Offeror
pursuant to the Offer. In the event that a Bondholder validly tenders Bonds
for purchase pursuant to the Offer, such Bonds will remain subject to such
tender and the conditions of the Offer 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.

A Bondholder wishing for its Tender Instruction or its intention to tender
Bonds to be taken into account in the allocation process for the New Bonds
should contact the Dealer Managers in accordance with the standard new issue
procedure of such Dealer Manager, or by contacting the Dealer Managers using
the contact details set out below. The pricing of the New Bonds is expected to
take place prior to the Expiration Deadline and, as such, Bondholders are
advised to contact the Dealer Managers as soon as possible, and prior to the
allocation of the New Bonds, in order for this to be taken into account as
part of the New Bonds allocation process.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase
Consideration and the Accrued Interest Payment pursuant to, the 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 2025 (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 nominal amount
of Bonds of no less than €100,000, being the minimum denomination of the
Bonds, and may be submitted in integral multiples of €1,000 thereafter.

Indicative Timetable for the Offer

The times and dates below are indicative only. Accordingly, the actual
timetable may differ from the timetable below.

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offer
 Offer announced.                                                                 29 September 2025

 Tender Offer Memorandum available from the Tender Agent.
 Pricing of the New Bonds
 Expected pricing of the New Bonds.                                               Prior to the Expiration Deadline
 Expiration Deadline
 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4.00 p.m. on
 order for Bondholders to be able to participate in the Offer.

                                                                                  7 October 2025
 Announcement of Indicative Results of the Offer
 Announcement by the Offeror of the aggregate nominal amount of Bonds validly     Prior to the Pricing Time on 8 October 2025
 tendered pursuant to the Offer, together with a non-binding indication of the
 level at which it expects to set the Final Acceptance Amount and indicative
 details of any pro rata scaling applicable to valid tenders of Bonds that will
 be applied in the event that the Offeror decides to accept (subject to
 satisfaction or waiver of the New Financing Condition on or prior to the
 Settlement Date) for purchase valid tenders of Bonds pursuant to the Offer.
 Pricing Time
 Determination of the Interpolated Mid-Swap Rate, Purchase Yield and Purchase     At or around 11.00 a.m. on 8 October 2025
 Price.
 Announcement of Acceptance, Results of the Offer and Pricing
 Announcement of whether the Offeror will accept (subject to satisfaction or      As soon as reasonably practicable after the Pricing Time on 8 October 2025
 waiver of the New Financing Condition on or prior to the Settlement Date) for
 purchase valid tenders of Bonds pursuant to the Offer and, if so accepted for
 purchase: (i) the Final Acceptance Amount; (ii) the Purchase Yield; (iii) the
 Interpolated Mid-Swap Rate; (iv) the Purchase Price; (v) details of any pro
 rata scaling including the Scaling Factor and (vi) the aggregate nominal
 amount of Bonds that remain outstanding following settlement of the Offer.
 Settlement Date
 Subject to the satisfaction or waiver of the New Financing Condition on or       10 October 2025
 prior to the Settlement Date, expected Settlement Date for the Offer. Payment
 of Purchase Consideration and Accrued Interest Payment in respect of the
 Offer.

The above times and dates are subject to the right of the Offeror to extend,
re-open, amend, and/or terminate the Offer (subject to applicable law and as
provided in the Tender Offer Memorandum).

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, the Offer by the
deadlines set out above. The deadlines set by any such intermediary and each
Clearing System for the submission 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 Offer will be
made (i) by publication via the Regulatory News Service publication section of
the website of the London Stock Exchange and (ii) by the delivery of notices
to the Clearing Systems for communication to Direct Participants.  Such
announcements may also be made on the relevant Informa IGM Insider Screen
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 Offer.  In addition,
Bondholders may contact the Dealer Managers for information using the contact
details below.

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

BNP PARIBAS and SMBC Bank EU AG are acting as Dealer Managers for the Offer
and Kroll Issuer Services Limited is acting as Tender Agent.

 

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

 

 The Dealer Managers

 BNP PARIBAS                                    SMBC Bank EU AG

 16, boulevard des Italiens                     Neue Mainzer Str. 52-58

 75009 Paris                                    60311 Frankfurt am Main

 France                                         Germany

 Telephone: +33 1 87 74 64 33                   Telephone: +49 69 2222 9 8441

 Email:  liability.management@bnpparibas.com    Email:  gblocapitalsolutions@gb.smbcgroup.com
 (mailto:liability.management@bnpparibas.com)   (mailto:gblocapitalsolutions@gb.smbcgroup.com)

 Attention: Liability Management Group          Attention: Liability Management

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

 

 The Tender Agent

 Kroll Issuer Services Limited

 The News Building

 3 London Bridge Street

 London, SE1 9SG

 United Kingdom

 Telephone: +44 20 7704 0880

 Email: elenia@is.kroll.com

 Attention: Jacek Kusion

 Website: https://deals.is.kroll.com/elenia (https://deals.is.kroll.com/elenia)

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 ("MAR"), encompassing
information relating to the Offer described above. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Sasu Kämäräinen, Treasury Manager of the Offeror on
29 September 2025 at approximately 9.00 a.m. (London time).

LEI Number: 743700XGU4ZB5G4RPK50

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 Bondholder is in any doubt as to the
contents of this announcement and/or the Tender Offer Memorandum, or is unsure
of the impact of the Offer or the action it should take, it is recommended to
seek its own financial and legal advice, including in respect of any
financial, accounting and tax consequences, immediately from its broker, bank
manager, solicitor, accountant or other independent financial, tax or legal
adviser. Bondholders should consult with their own advisers as needed to
assist them in making an investment decision and to advise them whether they
are legally permitted to tender Bonds for cash. Any individual or company
whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee or intermediary must contact such entity if it wishes
to tender such Bonds pursuant to the Offer.

The Dealer Managers are acting exclusively for the Offeror and no one else in
connection with the arrangements described in this announcement and the Tender
Offer Memorandum and will not be responsible to any Bondholder for providing
any protections which would be afforded to clients of the Dealer Managers or
for providing advice in relation to the Offer. None of the Offeror, the Dealer
Managers or the Tender Agent (or any director, officer, employee, agent,
adviser or affiliate of any such person) has made or will make any assessment
of the merits and risks of the Offer or of the impact of the Offer on the
interests of the Bondholders, either as a class or as individuals, and none of
them makes any representation or recommendation whatsoever regarding the
Offer, or any recommendation as to whether Bondholders should tender Bonds in
the Offer. None of the Offeror, the Dealer Managers or the Tender Agent (or
any of their respective directors, officers, employees agents or affiliates)
is providing Bondholders with any legal, business, tax, investment or other
advice in this announcement and/or the Tender Offer Memorandum, and none of
the Offeror, the Dealer Managers or the Tender Agent (or any of their
respective directors, officers, employees, agents, advisers or affiliates)
will have any liability or responsibility in respect thereof

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 Offeror, 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 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 an offer to be made by a licensed
broker or dealer and either of the Dealer Managers or any of their 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.

Nothing in the Tender Offer Memorandum or the electronic transmission thereof
constitutes an offer to sell or the solicitation of an offer to buy the New
Bonds in the United States or in any other jurisdiction.

In addition to the representations referred to below in respect of the United
States, each Bondholder participating in the Offer will also be deemed to give
certain representations in respect of the other jurisdictions referred to
above and generally as set out in "Procedures for Participating in the Offer"
in the Tender Offer Memorandum. Any tender of Bonds for purchase pursuant to
the Offer from a Bondholder that is unable to make these representations will
not be accepted. Each of the Offeror, the Dealer Managers and the Tender Agent
reserves the right, in its sole and absolute discretion, to investigate, in
relation to any tender of Bonds for purchase pursuant to the Offer, whether
any such representation given by a Bondholder 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 shall not be
accepted.

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. Bonds 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
Bonds in the Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Bonds made by, or by
any person acting for the account or benefit of, a 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 to buy
or sell, or a solicitation of an offer to sell or buy, any Bonds or other
securities 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 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, in the United States or
to, or for the account or benefit of, U.S. Persons.

Each Bondholder 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, but not limited to, 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 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, Bondholders or beneficial owners of the Bonds that are
resident and/or located in Italy can tender Bonds for purchase pursuant to 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 any other applicable laws
and regulations and with any requirements imposed by CONSOB and any other
Italian authority.

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

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 FSMA.  Accordingly,
this announcement, the Tender Offer Memorandum and 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 in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order")), (ii) to those
persons who are within Article 43 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.  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 may be
distributed in France only to qualified investors (investisseurs qualifiés)
as defined in Article 2(e) of Regulation (EU) 2017/1129 and in accordance with
Articles L.411-1 and L.411-2 of the French Code monétaire et financier and
only qualified investors (investisseurs qualifiés) are eligible to
participate in the Offer.  Neither this announcement, the Tender Offer
Memorandum, nor any other such offering material has been or will be submitted
for clearance to nor approved by the Autorité des marchés financiers.

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