REG - Legal & General Grp - Tender Offer

Legal & GeneralAnnouncement

25/03/2025 09:00

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RNS Number : 0450C  Legal & General Group Plc  25 March 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) NO. 596/2014 AS IT FORMS PART OF UNITED
KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

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 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 OR IN 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).

 

Legal & General Group Plc

(incorporated with limited liability in England, registered number 01417162)

announces tender offer for its £600,000,000 Fixed Rate Reset Subordinated
Notes due 2045 (ISIN: XS1310962839)

25 March 2025

Legal & General Group Plc (the "Offeror") today announces an invitation to
holders of its outstanding £600,000,000 Fixed Rate Reset Subordinated Notes
due 2045 (ISIN: XS1310962839) (the "Notes") to tender their outstanding Notes
for purchase by the Offeror for cash up to the Maximum Acceptance Amount (as
defined below), on the terms and subject to the conditions as set out in the
tender offer memorandum dated 25 March 2025 (the "Tender Offer Memorandum")
prepared by the Offeror (such invitation, the "Offer").

The Offer is being made on the terms and subject to the satisfaction (or
waiver) of the New Financing Condition (as defined below) and the other
conditions contained in the Tender Offer Memorandum, and is subject to the
offer restrictions set out below and as more fully described in the Tender
Offer Memorandum.

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

Rationale for the Offer

The purpose of the Offer and the planned issuance of the New Notes (as defined
below) is, amongst other things, to proactively manage the Offeror's expected
redemption profile. The Offer also provides Noteholders with the opportunity
to sell their current holdings in the Notes and to apply for preference in
allocation of the New Notes, as more fully described in the Tender Offer
Memorandum.

The Offeror intends to cancel any Notes purchased by it pursuant to the Offer.

Summary of the Offer

 Description of the Notes                                    ISIN /                    Outstanding Nominal Amount  Initial Rate of Interest*  First Optional Call Date**  Maturity Date    Purchase Price    Maximum Acceptance Amount

Common Code
 £600,000,000 Fixed Rate Reset Subordinated Notes due 2045   XS1310962839 / 131096283  £600,000,000                5.375 per cent. per annum  27 October 2025             27 October 2045  100.25 per cent.  An aggregate nominal amount that will be no greater than the aggregate nominal
                                                                                                                                                                                                             amount of the New Notes to be issued, to be announced by the Offeror as
                                                                                                                                                                                                             further described below

 

 Notes:
 *             On the First Optional Call Date, if not redeemed,
 the interest rate will reset and the Notes will bear interest at a rate which
 is the aggregate of 4.580 per cent. and the annual yield to maturity or
 interpolated yield to maturity (on the relevant day count basis) of the
 relevant Reference Bond, assuming a price for such Reference Bond (expressed
 as a percentage of its nominal amount) equal to the relevant Reference Bond
 Price (as fully defined and set out in the terms and conditions of the Notes
 (the "Conditions")).
 **           The Offeror is entitled, subject to obtaining
 regulatory consent and to the satisfaction of certain conditions, to redeem
 all (but not some only) of the Notes on 27 October 2025 (the "First Optional
 Call Date") or on any interest payment date thereafter, in each case, at their
 principal amount, together with interest accrued to (but excluding) the date
 of redemption and all Arrears of Interest (as fully defined and set out in the
 Conditions).

Purchase Price and Accrued Interest

Subject to satisfaction or waiver of the New Financing Condition on or prior
to the Settlement Date, the Offeror will, on the Settlement Date, pay for
Notes accepted for purchase pursuant to the Offer a cash purchase price equal
to 100.25 per cent. of the nominal amount of the relevant Notes (the "Purchase
Price").

The Offeror is not under any obligation to accept any tender of Notes for
purchase pursuant to the Offer. Tenders of Notes for purchase may be rejected
in the sole discretion of the Offeror for any reason and the Offeror is not
under any obligation to Noteholders to furnish any reason or justification for
refusing to accept a tender of any Notes for purchase.

The Offeror will also pay an Accrued Interest Payment in respect of any Notes
accepted for purchase pursuant to the Offer.

Maximum Acceptance Amount, Final Acceptance Amount and Scaling

If the Offeror decides to accept any validly tendered Notes for purchase
pursuant to the Offer, it proposes that the aggregate nominal amount of Notes
it will (subject to the satisfaction or waiver of the New Financing Condition
on or prior to the Settlement Date) accept for purchase pursuant to the Offer
will be no greater than the aggregate nominal amount of the New Notes to be
issued (the "Maximum Acceptance Amount"), which it will announce as soon as
reasonably practicable following pricing of the New Notes, although the
Offeror reserves the right, in its sole discretion, to accept significantly
less than (or none of) such amount of Notes for purchase pursuant to the Offer
(the final aggregate nominal amount of Notes accepted for purchase pursuant to
the Offer being the "Final Acceptance Amount").

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

New Financing Condition

The Offeror today announces that it intends to issue new sterling-denominated
Tier 2 notes (the "New Notes"), subject to market conditions.

Whether the Offeror will accept for purchase any Notes validly tendered in the
Offer and complete the Offer is conditional, without limitation, on the
successful completion (in the sole determination of the Offeror) of the issue
of the New Notes (the "New Financing Condition"), unless the New Financing
Condition is waived by the Offeror.

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

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the base prospectus dated 21 March 2025
and (once published) the applicable final terms to be prepared in connection
with the issue of the New Notes and their admission to the Official List of
the Financial Conduct Authority and admission to trading on the main market of
the London Stock Exchange plc (together, the "Prospectus"), and no reliance is
to be placed on any representations other than those contained in the
Prospectus. Noteholders who may wish to subscribe for New Notes should
carefully consider all of the information in the Prospectus including (but not
limited to) the risk factors therein.

For the avoidance of doubt, the ability to purchase New Notes is subject to
all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions set out in the Prospectus). It is the sole responsibility
of each Noteholder to satisfy itself that it is eligible to purchase the New
Notes. The New Notes have only been and shall only be offered in conformity
with the provisions of the Prospectus and the selling restrictions contained
therein.

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

UK MiFIR product governance - The target market for the New Notes is only
eligible counterparties, as defined in the FCA Handbook Conduct of Business
Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No.
600/2014 as it forms part of the domestic law of the United Kingdom (the "UK")
by virtue of the European Union (Withdrawal) Act 2018, as amended ("EUWA")
("UK MiFIR") (all distribution channels).

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

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes 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 both) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
(EU) 2016/97 (the "Insurance Distribution Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No. 1286/2014 (as amended, the "PRIIPs Regulation") for
offering or selling the New Notes or otherwise making them available to retail
investors in the EEA has been prepared and therefore offering or selling the
New Notes or otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes 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 UK. For these
purposes, a retail investor means a person who is one (or both) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation (EU) No.
2017/565 as it forms part of the domestic law of the UK 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 the Insurance Distribution
Directive, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of UK MiFIR. Consequently, no key
information document required by Regulation (EU) No. 1286/2014 as it forms
part of the domestic law of the UK by virtue of the EUWA (the "UK PRIIPs
Regulation") for offering or selling the New Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore
offering or selling the New Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

See the Prospectus for further information.

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

Allocation of the New Notes

When considering the allocation of the New Notes, the Offeror may give
preference to those Noteholders who, prior to such allocation, have informed
any Dealer Manager that they have validly tendered or have given a firm
intention to any Dealer Manager that they intend to tender their Notes for
purchase pursuant to the Offer. Therefore, a Noteholder who wishes to
subscribe for New Notes in addition to tendering its existing Notes for
purchase pursuant to the Offer may be eligible to receive, at the sole and
absolute discretion of the Offeror, priority in the allocation of the New
Notes, subject to the issue of the New Notes, the selling restrictions set out
in the Prospectus, and such Noteholder making a separate application for the
purchase of such New Notes to any Dealer Manager (in its capacity as a joint
lead manager of the issue of the New Notes) in accordance with the standard
new issue procedures of such Dealer Manager (in such capacity). Any such
preference will, subject to the sole and absolute discretion of the Offeror,
be applicable up to the aggregate nominal amount of Notes tendered by such
Noteholder (or in respect of which such Noteholder has indicated a firm
intention to tender as described above) pursuant to the Offer. However, the
Offeror is not obliged to allocate any New Notes to a Noteholder who has
validly tendered or indicated a firm intention to tender its Notes for
purchase pursuant to the Offer and, if any such New Notes are allocated, the
nominal amount thereof may be less or more than the nominal amount of Notes
tendered by such Noteholder and accepted for purchase by the Offeror pursuant
to the Offer. Any such allocation will also, among other factors, take into
account the minimum denomination of the New Notes (being £100,000).

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

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

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
Accrued Interest Payment pursuant to, the Offer, Noteholders must validly
tender their Notes for purchase 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

1 April 2025 unless the Offer is extended, re-opened, amended, withdrawn
and/or terminated as provided in the Tender Offer Memorandum (the "Expiration
Deadline").

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

Tender Instructions must be submitted in respect of a minimum nominal amount
of £100,000 of Notes, being the minimum denomination of the Notes, and may be
submitted in any integral multiple of £1,000 thereafter, all as described in
the Tender Offer Memorandum. A separate Tender Instruction must be completed
on behalf of each beneficial owner of the Notes.

Indicative Timetable for the key events relating to the Offer

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offer                                                        25 March 2025

 Offer announced. Tender Offer Memorandum available from the Tender Agent
 (subject to the offer and distribution restrictions set out in the Tender
 Offer Memorandum).
 Pricing of the New Notes                                                         Expected to be prior to the Expiration Deadline

 Expected pricing of the New Notes.
 Announcement of Maximum Acceptance Amount

 Announcement of the Maximum Acceptance Amount for the Offer.                     As soon as reasonably practicable following the pricing of the New Notes
 Expiration Deadline                                                              4.00 p.m. on 1 April 2025

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in
 order for Noteholders to be able to participate in the Offer and to be
 eligible to receive the Purchase Price and Accrued Interest Payment on the
 Settlement Date.
 Announcement of Results of the Offer

 Announcement of whether the Offeror will accept (subject to the satisfaction     As soon as reasonably practicable on 2 April 2025
 or waiver of the New Financing Condition on or prior to the Settlement Date)
 valid tenders of Notes for purchase pursuant to the Offer and, if so accepted,
 the Final Acceptance Amount, the aggregate nominal amount of the Notes validly
 tendered pursuant to the Offer, the Scaling Factor that will be applied to
 valid tenders of Notes (if applicable), and the aggregate nominal amount of
 the Notes that will remain outstanding post settlement of the Offer.
 Settlement Date                                                                  3 April 2025

 Subject to the satisfaction (or waiver) of the New Financing Condition on or
 prior to such date, the expected Settlement Date for the Offer.

The above times and dates are subject to the right of the Offeror to extend,
re-open, amend, withdraw and/or terminate the Offer (subject to applicable law
and as provided in the Tender Offer Memorandum). Accordingly, the actual
timetable may differ significantly from the timetable above. Noteholders are
advised to check with any broker, dealer, bank, custodian, trust company,
nominee or other intermediary through which they hold Notes when such
intermediary would need to receive instructions from a Noteholder in order for
that Noteholder to be able to participate in, or (in the limited circumstances
in which revocation is permitted) revoke their instruction to participate in,
the Offer before the deadlines set out above and in the Tender Offer
Memorandum.  The deadlines set by any such intermediary and each Clearing
System for the submission and (where permitted) revocation of Tender
Instructions will be earlier than the relevant deadlines specified above
and/or otherwise described in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be
made (i) by publication through RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants.  Such
announcements may also be made on the Informa Global Markets "IGM Screen
Insider" service and by the issue of a press release to a Notifying News
Service.  Copies of all such announcements, press releases and notices can
also be obtained upon request from the Tender Agent, the contact details for
which are below.  Significant delays may be experienced where notices are
delivered to the Clearing Systems and Noteholders are urged to contact the
Tender Agent for the relevant announcements during the course of the Offer.

Further Information

Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for, participating in the Offer,
and to carefully consider all of the information contained therein before
making a decision whether to tender Notes pursuant to the Offer.

Questions and requests for assistance in connection with (i) the Offer may be
directed to the Dealer Managers and (ii) the delivery of Tender Instructions
may be directed to the Tender Agent, the contact details for each of which are
below.

 THE OFFEROR

 Legal & General Group Plc

 One Coleman Street

 London EC2R 5AA

 United Kingdom

 THE DEALER MANAGERS
 Banco Santander, S.A.                              Barclays Bank PLC

 Ciudad Grupo Santander,                            1 Churchill Place

 Edificio Encinar, Avenida de Cantabria s/n         London E14 5HP

 28660, Boadilla del Monte,                         United Kingdom

 Madrid, Spain

                                                    Telephone: +44 20 3134 8515

 Attention: Liability Management                    Attention: Liability Management Group

 Email: LiabilityManagement@gruposantander.com      Email: eu.lm@barclays.com

 Citigroup Global Markets Limited                   J.P. Morgan Securities plc

 Citigroup Centre                                   25 Bank Street

 Canada Square                                      Canary Wharf

 Canary Wharf                                       London E14 5JP

 London E14 5LB                                     United Kingdom

 United Kingdom                                     Telephone: +44 20 7134 2468

                                                    Attention: EMEA Liability Management Group

 Telephone: +44 20 7986 8969                        Email: liability_management_EMEA@jpmorgan.com

 Attention: Liability Management Group

 Email: liabilitymanagement.europe@citi.com

 Lloyds Bank Corporate Markets plc                  Merrill Lynch International

 33 Old Broad Street                                2 King Edward Street

 London EC2N 1HZ                                    London EC1A 1HQ

 United Kingdom                                     United Kingdom

 Telephone: +44 20 7158 1726 / 1719                 Telephone: +44 20 7996 5420

 Attention: Liability Management Group              Attention: Liability Management Team

 Email: lbcmliabilitymanagement@lloydsbanking.com   Email: dg.lm-emea@bofa.com
 THE TENDER AGENT
 Kroll Issuer Services Limited

 The News Building

 3 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: +44 20 7704 0880

 Attention: David Shilson

 Email: landg@is.kroll.com

 Offer Website: https://deals.is.kroll.com/landg

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) No. 596/2014 as it forms part of
UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK
MAR), encompassing information relating to the Offer described above. For the
purposes of UK MAR and Article 2 of Commission Implementing Regulation (EU)
No. 2016/1055 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018, this announcement is made by Geoffrey Timms,
Group General Counsel at the Offeror.

LEI Number: 213800JH9QQWHLO99821

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer.  If any Noteholder is in any doubt as to the
contents of 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, legal and other advice, including in respect of any
financial, accounting, regulatory, legal and tax consequences, immediately
from its broker, bank, solicitor, accountant or other independent financial,
tax or legal adviser.  Noteholders 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 Notes for cash.  Any individual
or company whose Notes 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 Notes 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 Noteholder 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 Noteholders, 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 Noteholders should tender Notes 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 Noteholders 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/or the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement and/or the Tender Offer Memorandum come(s) are
required by each of the Offeror, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions.

Nothing in this announcement nor the Tender Offer Memorandum constitutes an
offer to buy or the solicitation of an offer to sell Notes (and tenders of
Notes in the Offer will not be accepted from Noteholders) in any circumstances
in which such offer or solicitation is unlawful. In those jurisdictions where
the securities, blue sky or other laws require the Offer to be made by a
licensed broker or dealer and any Dealer Manager or any of the Dealer
Managers' respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the Offer shall be deemed to be made by such Dealer Manager
or affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction.

Nothing in this announcement and/or the Tender Offer Memorandum or the
electronic transmission hereof or thereof constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States or any
other jurisdiction. No action has been or will be taken in any jurisdiction in
relation to the New Notes that would permit a public offering of securities.
The minimum denomination of the New Notes will be £100,000.

In addition to the representations referred to below in respect of the United
States, each Noteholder participating in the Offer will also be deemed to give
certain representations in respect of the other jurisdictions referred to
below and generally as set out in "Procedures for Participating in the Offer"
in the Tender Offer Memorandum.  Any tender of Notes for purchase pursuant to
the Offer from a Noteholder that is unable to make these representations will
not be accepted.  Each of the Offeror, each Dealer Manager and the Tender
Agent reserves the right, in its absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Offer, 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 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.  The Notes may not be tendered
in the Offer by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the United
States.  Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer are not
being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to any
persons located or resident in the United States.  Any purported tender of
Notes in the Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made by a
person located in the United States or any agent, fiduciary or other
intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

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

Each Noteholder participating in the Offer will represent that it is not
located in the United States and is not participating in the Offer from the
United States, or it is acting on a non-discretionary basis for a principal
located outside the United States that is not giving an order to participate
in the Offer from the United States. For the purposes of this and the above
two paragraphs, "United States" means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin Islands,
Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state
of the United States of America and the District of Columbia.

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.
Noteholders or beneficial owners of the Notes that are located in Italy can
tender some or all of their Notes for purchase in the Offer through authorised
persons (such as investment firms, banks or financial intermediaries permitted
to conduct such activities in Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to
time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with requirements imposed
by CONSOB or any other Italian authority.

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

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer is not being made, and such
documents and/or materials have not been approved, by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom.  The
communication of such documents and/or materials as a financial promotion is
only being made to, and may only be acted upon by, those persons in the United
Kingdom falling within the definition of investment professionals (as defined
in Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are
within Article 43 of the Financial Promotion Order or any other persons to
whom it may otherwise lawfully be made under the Financial Promotion Order.

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) No. 2017/1129. None of this
announcement, the Tender Offer Memorandum or any other such document or
material has been or will be submitted for clearance to, nor approved by, the
Autorité des marchés financiers.

 

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