REG - UzNIF JSC - Intention to Float
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RNS Number : 7348A National Investment Fund Uzbekistan 16 April 2026
THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES, CANADA,
AUSTRALIA, SOUTH AFRICA, JAPAN OR ANY OTHER JURISDICTION WHERE SUCH
DISTRIBUTION WOULD BE UNLAWFUL.
This announcement is an advertisement for the purposes of PRM 12
"Advertisements and other disclosure of information" under the Prospectus
Rules: Admission to Trading on a Regulated Market ("PRM") and is not a
prospectus nor an offer of securities for sale or subscription, nor a
solicitation of an offer to acquire or subscribe for securities, in any
jurisdiction, including in or into the United States, Canada, Australia, South
Africa or Japan.
Neither this announcement, nor anything contained herein, nor anything
contained in the registration document published by the Company on 9 April
2026 (the "Registration Document") shall form the basis of, or be relied upon
in connection with, any offer or commitment whatsoever in any jurisdiction.
Investors should purchase any securities referred to in this announcement or
the Registration Document solely on the basis of the information contained in
a prospectus in its final form, including the risk factors set out therein,
that may be published by the "National Investment Fund of the Republic of
Uzbekistan" JSC in due course (together with any supplementary prospectus, if
any, the "Prospectus"). Any such Prospectus, if published, will be available
for inspection on the Company's website at www.uznif.com, subject to certain
access restrictions.
16 April
2026
The "National Investment Fund of the Republic of Uzbekistan" JSC
Confirmation of Intention to Float on the London Stock Exchange and Tashkent
Stock Exchange
London and Tashkent, 16 April 2026 - Following the announcement on 9 April
2026 of its expected intention to float, the "National Investment Fund of the
Republic of Uzbekistan" JSC ("UzNIF" or the "Company") today confirms its
intention to proceed with an initial public offering (the "IPO" or the
"Offering") of the Company's ordinary shares (the "Shares") in the form of
ordinary shares (the "Offer Shares") and Global Depositary Receipts (the
"GDRs" and, together with the Offer Shares, the "Securities") and certain
details of the Offering. All capitalised terms not defined herein have the
meaning ascribed thereto in the Registration Document.
All Securities in the Offering will be offered by the Ministry of Economy and
Finance of the Republic of Uzbekistan (the "Selling Shareholder") as sole
shareholder of the Company.
UzNIF intends to apply for admission of its ordinary shares to trading on the
Tashkent Stock Exchange (the "TSE") and for admission of its GDRs to the
"certificates representing certain securities (depositary receipts)" category
of the Official List of the Financial Conduct Authority (the "FCA") and to
trading on the main market for listed securities of the London Stock Exchange
(the "LSE").
Confirmation of Offering Details
· The Offering will comprise two tranches:
(i) an offering of Offer Shares to eligible institutional investors in
Uzbekistan and certain other jurisdictions and eligible retail investors who
are citizens of Uzbekistan or certain other jurisdictions (the "Tashkent
Offering"); and
(ii) an offering of GDRs to certain institutional investors outside of
Uzbekistan (the "International Offering").
· Certain funds and accounts under the management of BlackRock, Franklin
Resources, Redwheel, and two wholly-owned treasury companies of Allan &
Gill Gray Foundation have entered into cornerstone agreements with the Company
and the Selling Shareholder to subscribe for, in aggregate, approximately $300
million of GDRs at the final offer price, subject to certain customary
conditions.
· Neither the Offer Shares nor the GDRs have been or will be registered under
the U.S. Securities Act of 1933, as amended (the "Securities Act"), and
neither the Offer Shares nor the GDRs may be offered or sold in the United
States absent registration or an exemption from registration under the
Securities Act.
· The GDRs will be offered, as applicable:
(i) in the United States, to institutional investors that the Company and any
person acting on behalf of the Company know or reasonably believe to be both
(i) "qualified institutional buyers" ("QIBs"), as defined in Rule 144A ("Rule
144A") under the Securities Act; and (ii) "qualified purchasers" ("QPs"), as
defined in Section 2(a)(51) of the U.S. Investment Company Act of 1940, as
amended (the "Investment Company Act"), in accordance with Rule 144A under the
Securities Act and in reliance on Section 3(c)(7) of the Investment Company
Act, respectively; and
(ii) outside the United States, to persons that are not, and are not acting
for the account or benefit of, "U.S. persons" in "offshore transactions" as
defined in, and in reliance on, Regulation S under the Securities Act
("Regulation S").
· Offer Shares will only be offered and sold to certain institutional investors
in Uzbekistan and certain other jurisdictions and eligible retail investors
who are citizens of Uzbekistan or certain other jurisdictions, in each case
(i) in offshore transactions to persons who are not, and are not acting for
the account or benefit of, U.S. persons and (ii) who are eligible to acquire
Offer Shares under the laws of the Republic of Uzbekistan and certain other
jurisdictions.
· All of the Securities in the Offering will be offered by the Selling
Shareholder. The Company will not receive any of the proceeds from the sale of
the Securities by the Selling Shareholder.
· The final number of Offer Shares allocated in the Tashkent Offering and GDRs
allocated in the International Offering will be decided at the absolute
discretion of the Selling Shareholder, after consultation with the Sole Global
Coordinator (as defined below), on or after the closing date for applications.
· The GDRs will be listed and admitted to trading on the LSE. The Shares will be
listed and admitted to trading on the TSE.
· In connection with the International Offering, the Selling Shareholder will
grant an over-allotment option for up to a maximum of 15% of the GDRs offered
in the International Offering.
· In connection with the Offering, the Company and the Selling Shareholder are
expected to be subject to customary lock-up arrangements for a period of 180
days after the admission to trading on the LSE, subject to customary
exceptions.
· The International Offering is managed by Jefferies International Limited
acting as the sole global coordinator (the "Sole Global Coordinator") and Abu
Dhabi Commercial Bank PJSC, Auerbach Grayson and Company LLC, Raiffeisen Bank
International AG (in cooperation with ODDO BHF SCA) and WOOD & Company
Financial Services, a.s. (collectively, the "Joint Bookrunners").
· The Tashkent Offering is managed by Alkes Research LLC, Avesta Investment
Group LLC and Bluestone Financial Group Inc LLC JV (collectively, the
"Domestic Managers" and, together with the Sole Global Coordinator and the
Joint Bookrunners, the "Managers").
· STJ Advisors Group Limited, ScholzvonGleich LLP and Finasia Capital Ltd. are
acting as financial advisors to the Company in relation to the Offering.
· Cleary Gottlieb Steen & Hamilton LLP and Kosta Legal are acting as legal
advisors to the Company and the Selling Shareholder. White & Case LLP and
Dentons Tashkent are acting as legal advisors to the Sole Global Coordinator
and Joint Bookrunners.
· The Bank of New York Mellon has been appointed to act as depositary bank (the
"Depositary") for the Company's GDR programme. Debevoise & Plimpton LLP
and Centil Law Firm - Uzbekistan are acting as legal advisors to the
Depositary.
· The final price in respect of the Offering, together with the number of the
GDRs and Offer Shares to be sold in the Offering, will be determined following
a book-building process and is currently expected to be announced in mid-May
2026, with admission to the LSE and the TSE to follow shortly after.
· Further information about the International Offering and the Tashkent
Offering, including price details for eligible retail investors in the
Tashkent Offering, will be provided before the start of book-building in
further announcements and in the Prospectus, if and when published.
Marius Dan, CEO, Central Asia, Templeton Global Investments, said:
"We are delighted to formally confirm UzNIF's intention to float on the London
Stock Exchange and the Tashkent Stock Exchange.
UzNIF's IPO represents an important milestone both for Uzbekistan's capital
markets and for UzNIF as an investment platform designed to provide exposure
to one of Central Asia's fastest growing economies for a wide range of
investors. This IPO will be the first international equity offering from
Uzbekistan, which is a testament to the country's significant progress with
its reform programme, underpinning the country's solid economic growth, rapid
transformation and increasing attractiveness for international investors.
As trustee of UzNIF, Franklin Templeton is deeply committed to Uzbekistan, as
we continue to work intensively with our portfolio companies to drive
operational improvements and financial discipline, implement strong corporate
governance standards and create long-term value across the portfolio.
We look forward to launching the IPO and providing international and domestic
investors with an opportunity to participate in a landmark transaction and a
compelling growth story in Uzbekistan."
Overview of UzNIF
· UzNIF was established pursuant to a Decree of the President of the Republic of
Uzbekistan dated 27 August 2024. It is structured to manage a defined
portfolio of assets with the objective of increasing its net asset value - the
key performance indicator of the Company - and optimising returns to
shareholders through strategic asset management and selective IPO transactions
focused on increasing the liquidity of the portfolio.
· UzNIF's objectives include, among other goals, the transformation of
Uzbekistan's state-owned enterprises (the "SOEs") in the Company's portfolio
(the companies currently comprising the portfolio, the "Portfolio Companies")
and enhancement of their competitiveness, profitability and efficiency through
the improvement of corporate governance, implementation of IFRS financial
reporting, adoption of ESG principles and implementation of innovative
processes and technologies.
· As of the date hereof, the Company's diversified portfolio is composed of
holdings ranging from 25% to 40% in 13 SOEs in Uzbekistan across a wide range
of sectors.
· The Total NAV(1) of the stakes held by UzNIF in the Portfolio Companies was
USD 2.44bn(2), based on valuations as of 31 December 2025, and transportation
accounted for 32.4% of the Total NAV, followed by energy production (19.1%),
telecommunications (15.2%), utilities (14.9%), banking (13.4%), and other
(4.9%).
· FE "Franklin Templeton Asset Management" LLC, a company incorporated in
Uzbekistan, acts as trustee (the "Trustee") of UzNIF and, in such capacity,
provides certain investment management services to UzNIF. The Trustee is a
wholly-owned indirect subsidiary of Franklin Resources, Inc. ("Franklin
Templeton"), a global investment management organisation with subsidiaries
operating as Franklin Templeton and serving clients in over 150 countries.
With more than 1,500 investment professionals and offices in major financial
markets around the world, Franklin Templeton has over 75 years of investment
experience and over $1.68 trillion in assets under management as of 31 March
2026.
(1)"Total NAV" means the aggregate net asset value of the Company's Portfolio
Companies, calculated as the sum of the values attributable to the Company's
proportionate equity stakes in each Portfolio Company, as determined by
independent valuation reports prepared by a Big Four accounting firm and
discounted to reflect the size of such stake.
(2)Based on valuation reports for each Portfolio Company prepared by a Big
Four independent valuer as of 31 December 2025 (based on the latest available
financial information for each investment, with financial reporting dates
ranging from 30 September 2025 to 31 December 2025). Valuations are reviewed
periodically and are subject to change. The value of the Company's stake in
each Portfolio Company is discounted to reflect the size of such stake.
Enquiries:
Franklin Templeton
Investor Relations/Enquiries:
Aliy Akbarov, Investor Relations Manager aliy.akbarov@franklintempleton.com (mailto:aliy.akbarov@franklintempleton.com)
+998 95 382 0880
Public Relations/ Enquiries:
Saira Khan, Corporate Communications Director saira.khan@franklintempleton.co.uk (mailto:saira.khan@franklintempleton.co.uk)
+44 (0)20 7073 8644
Feruza Nomozova, Corporate Communications Manager feruza.nomozova@franklintempleton.com
(mailto:feruza.nomozova@franklintempleton.com)
+998 77 740 0880
Hudson Sandler (PR advisor to the Company)
International media:
Charlie Jack / Maria Shiryaevskaya franklintempleton@hudsonsandler.com
(mailto:franklintempleton@hudsonsandler.com)
+44 20 7796 4133
Uzbekistan media:
Alisher Makhsudov franklintempleton@hudsonsandler.com
(mailto:franklintempleton@hudsonsandler.com)
+998 91 409 97 79
Notes to Editors:
About UzNIF
UzNIF was established in December 2024 as a joint-stock company in Uzbekistan
following the adoption of the Decree of the President of the Republic of
Uzbekistan "On the establishment of the National Investment Fund of the
Republic of Uzbekistan" dated 27 August 2024.
FE "Franklin Templeton Asset Management" LLC, a company incorporated in
Uzbekistan, a wholly-owned indirect subsidiary of Franklin Resources, Inc.
based in Tashkent, has been appointed as Trustee of UzNIF, following the
signing of an Investment Management Agreement with the Ministry of Economy and
Finance of Uzbekistan. The Trustee was appointed as trustee of the Company
effective 1 May 2025 and all management powers were transferred to the Trustee
on 11 August 2025.
About Franklin Templeton
Franklin Resources, Inc. NYSE:BEN is a global investment management
organisation with subsidiaries operating as Franklin Templeton and serving
clients in over 150 countries. Franklin Templeton's mission is to help clients
achieve better outcomes through investment management expertise, wealth
management and technology solutions. Through its specialist investment
managers, Franklin Templeton offers specialisation on a global scale, bringing
extensive capabilities in fixed income, equity, alternatives and multi-asset
solutions. With more than 1,500 investment professionals, and offices in major
financial markets around the world, California-based Franklin Templeton has
over 75 years of investment experience and over US $1.68 trillion in assets
under management as of 31 March 2026. For more information, please
visit www.franklinresources.com (http://www.franklinresources.com/) .
Important Legal Information
The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness.
The Company may decide not to go ahead with the Offering and there is
therefore no guarantee that a Prospectus will be published, that the Offering
will be made or that any of the GDRs will be listed and admitted to trading on
the LSE or that any of the Shares will be listed and admitted to trading on
the TSE. Some of the information in these materials includes statements that
are, or may be deemed to be, "forward-looking statements" and which reflect
the Company's views with respect to the Company's and the Portfolio Companies'
results of operations, financial condition, business strategy and its plans
and objectives for future operations.
These forward-looking statements can be identified by the use of
forward-looking terminology, including the words "targets", "proposes",
"plans", "believes", "expects", "aims", "forecasts", "intends", "will", "may",
"might", "estimates", "projects", "envisages", "anticipates", "continues",
"would", "could" or "should" or similar expressions or, in each case, their
negative or other variations or by discussion of strategies, plans,
objectives, goals, future events or intentions. These forward-looking
statements all include matters that are not historical facts. They appear in a
number of places throughout these materials and include statements regarding
the intentions, beliefs or current expectations of the Company and/or its
management concerning, among other things, the results of operations,
financial condition, liquidity, capital expenditures, prospects, growth,
strategy and dividend policy of the Company or its Portfolio Companies and the
industry in which they operate.
By their nature, such forward-looking statements are necessarily dependent on
assumptions, data or methods which may be incorrect or imprecise and may be
incapable of being realised. Such forward-looking statements are based on
numerous assumptions regarding the Company's and the Portfolio Companies'
present and future business strategies and the environment in which the
Company or the Portfolio Companies will operate in the future. Moreover, they
involve known and unknown risks, uncertainties and other important factors
beyond the Company's control that could cause the actual results, performance
or achievements of the Company or the Portfolio Companies to be materially
different from future results, performance or achievements expressed or
implied by such forward-looking statements. Important factors that could cause
the Company's or the Portfolio Companies' actual results to so vary include,
but are not limited to: the impact of certain laws and regulations and the
interpretation, application or enforcement thereof; changes in the Company's
portfolio and changes in the general economic, political, social or legal
environment; changes in the development of the industry sectors in which the
Portfolio Companies operate, including any delay or discontinuation of the
ongoing reforms in certain sectors (e.g., the energy sector); liquidity of the
Company's investments, or lack thereof; the Company's organisational,
ownership and investment structure; the Company's ability to successfully
implement any of its strategies; changes in the market expectations of the
Company; inflation, fluctuations of interest rates and exchange rates; or
factors not known by the Company as of the date of this announcement.
In light of these risks, uncertainties and assumptions, the Company, the
Trustee, the Managers and any of their affiliates or their respective
directors, officers, employees, agents or advisers expressly disclaim any
obligation or undertaking to update, review or revise any such forward-looking
statement or any other information contained in this announcement, whether as
a result of new information, future development or otherwise, except to the
extent required by applicable law. You are therefore cautioned not to place
any undue reliance on such forward-looking statements.
Certain data in this announcement, including financial, statistical, and
operating information, have been rounded. As a result of the rounding, the
totals of data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables may have been
rounded and accordingly may not add up to 100%. Unless otherwise indicated,
market, industry and competitive position data are estimated (and accordingly,
approximate) and should be treated with caution. Such information has not been
audited or independently verified, nor has the Company ascertained the
underlying economic assumptions relied upon therein.
For the avoidance of doubt, the contents of the Company's website or any
website directly or indirectly linked to the Company's website, including
websites of the Portfolio Companies, are not incorporated by reference into,
and do not form part of, this announcement.
These materials are not an offer for sale of securities in the United States
or to U.S. persons. Securities may not be offered or sold in the United States
or to U.S. persons absent registration under the U.S. Securities Act of 1933,
as amended (the "Securities Act"), or an exemption from registration under the
Securities Act. The Company has not registered and does not intend to register
any part of the offering in the United States or to conduct a public offering
of any securities in the United States. Any securities sold in the United
States will be sold only to investors that are known or reasonably believed to
be (i) qualified purchasers as defined in Section 2(a)(51) of the Investment
Company Act and (ii) qualified institutional buyers pursuant to, and as
defined in, Rule 144A under the Securities Act (or upon another exemption from
the registration requirements of Section 5 under the Securities Act) and
Section 3(c)(7) of the Investment Company Act, respectively. The Company has
not been and will not be registered under the Investment Company Act and, as
such, holders of the Company's securities will not be entitled to the benefits
of the Investment Company Act. No offer, sale, resale, pledge, delivery,
distribution or transfer of the Company's securities may be made except under
circumstances that will not result in the Company being required to register
as an investment company under the Investment Company Act. The Trustee neither
has nor intends to register as an investment adviser under the U.S. Investment
Advisers Act of 1940, as amended (the "Advisers Act") and, as such, it will
not be subject to the obligations of the Advisers Act and the rules
promulgated thereunder, including certain recordkeeping, disclosure and other
fiduciary obligations, otherwise imposed on an SEC-registered investment
adviser.
This announcement does not constitute an offer of securities to the public in
any member state of the European Economic Area (the "EEA") (each a "Member
State"). No prospectus has been or will be approved in any Member State in
respect of the Securities. This announcement is only addressed to and is only
directed at persons in Member States who are "qualified investors" ("Qualified
Investors") within the meaning of Article 2(e) of Regulation (EU) 2017/1129
(such Regulation, together with any applicable implementing measures in the
relevant home Member State under such Regulation, the "Prospectus
Regulation"). This announcement and the information contained herein must not
be acted on or relied upon in any Member State by persons who are not
Qualified Investors. Any investment or investment activity to which this
announcement relates is only available to, and any invitation, offer or
agreement to purchase, subscribe or otherwise acquire the same will be engaged
in only with, Qualified Investors. For the purpose of this paragraph, the
expression "offer of securities to the public" means the communication in any
form and by any means of sufficient information on the terms of the offer and
the Securities to be offered so as to enable the investor to decide to
purchase or subscribe for the Securities and the expression "Prospectus
Regulation" means Regulation (EU) 2017/1129 and includes any amendments and
relevant delegated regulations thereto.
For persons in the United Kingdom, this announcement is only addressed to, and
directed at, persons who are "qualified investors" within the meaning of the
Public Offers and Admissions to Trading Regulations 2024 (the "POATRs") who:
(i) have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order"); (ii) fall within Article
49(2)(a) to (d) of the Order; or (iii) are otherwise persons to whom it may
otherwise lawfully be communicated (all such persons being referred to as
"Relevant Persons"). This announcement and the information contained herein
must not be acted on or relied upon in the United Kingdom, by persons who are
not Relevant Persons. Any investment or investment activity to which this
announcement relates is available only to, and any invitation, offer or
agreement to subscribe, purchase or otherwise acquire the same will be engaged
in only with, Relevant Persons.
This communication is not a prospectus but an advertisement for purposes of
PRM 12 "Advertisements and other disclosure of information" under the
Prospectus Rules: Admission to Trading on a Regulated Market. Investors should
purchase any securities referred to in this announcement or the Registration
Document solely on the basis of the information contained in a prospectus in
its final form, including the risk factors set out therein, that may be
published by the Company. Any such Prospectus, if published, will be available
for inspection on the Company's website at www.uznif.com, subject to certain
access restrictions.
The Trustee has not been, and does not intend to be, authorised or registered
under, and is not subject to the supervision of the FCA or any competent
authority in the EU/EEA in respect of, the Alternative Investment Fund
Managers Directive (2011/61/EU) or the UK Alternative Investment Fund Managers
Regulations (SI 2013/1773). The Trustee has not registered the Company with
any competent authority in the EU/EEA or the FCA, and the Trustee does not
consider that it is currently required to comply with the various reporting,
transparency and other regulatory obligations applicable to third country
alternative investment fund managers that market alternative investment funds
to EU/EEA and/or UK investors.
Securities of the Company have not been and will not be registered under the
applicable securities laws of Australia, Canada, South Africa or Japan and,
subject to certain exceptions, may not be offered or sold within Australia,
Canada, South Africa or Japan except under circumstances which will result in
the full compliance with the applicable laws and regulations promulgated by
the relevant regulatory authorities in effect at the relevant time.
Investment in the offered securities may involve a risk of loss of capital.
This communication does not constitute an offer to sell or a solicitation of
an offer to purchase securities except in accordance with the laws of the
Republic of Uzbekistan or in any other jurisdiction where it would be unlawful
to do so. Investors should carefully consider the risks associated with the
investment and are advised to consult with their legal, financial, and tax
advisers prior to making any investment decision.
Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice, (ii) a representation that any
investment or strategy is suitable or appropriate to your individual
circumstances or (iii) a personal recommendation to you.
None of the Managers, nor any of their respective affiliates and/or any of
their or their affiliates' directors, officers, employees, advisers and/or
agents accepts any responsibility or liability whatsoever for, or makes any
representation or warranty, express or implied, as to, the truth, accuracy or
completeness of the information in this announcement (or whether any
information has been omitted from the announcement) and/or any other
information relating to the Company or its Portfolio Companies, whether
written, oral or in a visual or electronic form, and howsoever transmitted or
made available, or for any loss howsoever arising from any use of the
announcement or its contents or otherwise arising in connection therewith.
None of the International Managers will be involved in, and are not licensed
or authorised to participate in, and will not be responsible for any aspect
of, the possible Tashkent Offering. Each of the Managers will be acting
exclusively for the Company and the Selling Shareholder and no one else in
connection with the possible Offering. The Managers will not regard any other
person as their client in relation to the possible Offering and will not be
responsible to anyone other than the Company and the Selling Shareholder for
providing the protections afforded to their respective clients nor for giving
advice in relation to the possible Offering, the contents of this announcement
or any transaction, arrangement or other matter referred to herein.
In connection with the possible International Offering, Jefferies
International Limited, as stabilising manager (the "Stabilising Manager"), or
any of its agents, may (but will be under no obligation to), to the extent
permitted by applicable law and for stabilisation purposes, over allot GDRs up
to a total of 15 per cent of the total number of GDRs included in the possible
International Offering or effect other transactions with a view to supporting
the market price of the GDRs or any options, warrants or rights with respect
thereto, or other interest in the GDRs or other securities of the Company, in
each case at a higher level than that which might otherwise prevail in the
open market. The Stabilising Manager is not required to enter into such
transactions and such transactions may be effected on any securities market,
over the counter market, stock exchange or otherwise and may be undertaken at
any time during the period commencing on the date of any conditional dealings
in the GDRs on the London Stock Exchange and ending no later than 30 calendar
days thereafter. Stabilisation transactions aim at supporting the market price
of the securities during the stabilisation period. Such stabilisation, if
commenced, may be discontinued at any time without prior notice. If such
stabilisation occurs, it will be undertaken at the London Stock Exchange.
However, there will be no obligation on the Stabilising Manager or any of its
agents to effect stabilising transactions and there is no assurance that
stabilising transactions will be undertaken. In no event will measures be
taken to stabilise the market price of the GDRs above the final offer price.
Except as required by law or regulation, neither the Stabilising Manager nor
any of its agents intends to disclose the extent of any over allotments made
and/or stabilisation transactions conducted in relation to the possible
Offering.
For the purposes of allowing the Stabilising Manager to cover short positions
resulting from any such over-allotment and/or from sales of GDRs effected by
it during the stabilisation period, the Stabilising Manager will be granted an
over-allotment option (the "Over-allotment Option") by the Selling
Shareholder, pursuant to which it may subscribe, or procure subscribers for,
additional GDRs representing up to 15 per cent. of the total number of GDRs
included in the possible International Offering at the final offer price (the
"Over-allotment GDRs"). The Over-allotment Option will be exercisable in whole
or in part upon notice by the Stabilising Manager at any time on or before the
30th calendar day after the commencement of any conditional dealings in the
GDRs on the London Stock Exchange. Any Overallotment GDRs made available
pursuant to the Over-allotment Option will be made available on the same terms
and conditions as GDRs being offered or sold pursuant to the possible
International Offering.
Information to Distributors
Solely for the purposes of the product governance requirements contained
within: (a) Regulation (EU) 600/2014 as it forms part of domestic law in the
United Kingdom by virtue of the EUWA ("U.K. MiFIR"); and (b) the FCA Handbook
Product Intervention and Product Governance Sourcebook, (together, the "U.K.
MiFIR Product Governance Rules"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of U.K. MiFIR) may otherwise have with respect thereto, the
Securities have been subject to a product approval process, which has
determined that the Securities are: (i) compatible with an end target market
of investors who meet the criteria of eligible counterparties, as defined in
the FCA Handbook Conduct of Business Sourcebook, and professional clients, as
defined in U.K. MiFIR; and (ii) eligible for distribution through all
distribution channels as are permitted by U.K. MiFIR (the "U.K. Target Market
Assessment"). Notwithstanding the U.K. Target Market Assessment, distributors
should note that: the price of the Securities may decline and investors could
lose all or part of their investment; the Securities offer no guaranteed
income and no capital protection; and an investment in the Securities is
compatible only with investors who do not need a guaranteed income or capital
protection, who (either alone or in conjunction with an appropriate financial
or other adviser) are capable of evaluating the merits and risks of such an
investment and who have sufficient resources to be able to bear any losses
that may result therefrom. The U.K. Target Market Assessment is without
prejudice to the requirements of any contractual, legal or regulatory selling
restrictions in relation to the Offering. Furthermore, it is noted that,
notwithstanding the U.K. Target Market Assessment, the Managers will only
procure investors who meet the criteria of professional clients and eligible
counterparties for the purposes of the U.K. MiFIR Product Governance Rules.
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