REG - Lloyds Banking Group - Capital Securities Update and Tender Offer
10/11/2021 15:55
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RNS Number : 9933R Lloyds Banking Group PLC 10 November 2021
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
SOMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY
U.S. PERSON (AS DEFINED BELOW) OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.
(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
LLOYDS BANKING GROUP PLC ANNOUNCES AN UPDATE ON THE FUTURE REGULATORY
CLASSIFICATION OF ITS THREE SERIES OF STERLING PREFERENCE SHARES AND TENDER
OFFERS IN RELATION TO THOSE PREFERENCE SHARES
10 November 2021
Lloyds Banking Group plc (the "Offeror") is today providing an update on the
future regulatory classification of its three series of sterling Preference
Shares and is announcing tender offers (the "Offers") for those Preference
Shares.
From 1 January 2022, the Offeror will classify any remaining outstanding
preference shares as ineligible for regulatory capital purposes. The legal
ranking of the Preference Shares will remain unchanged.
This update to the future regulatory classification follows the 'Dear CFO'
letter sent by the Prudential Regulation Authority to all major UK deposit
takers dated 16 November 2020 requesting all firms to take steps to remediate
the prudential treatment of legacy instruments. The Group's updated capital
instruments report as at 31 December 2021 will be published in February 2022
together with the Group's full year results for 2021. The Group reserves the
right to review such classification in the future, to the extent permitted by
applicable law and regulation.
The Offeror is also undertaking the Offers to provide Shareholders with an
opportunity to liquidate their holding at the relevant Purchase Price. The
voluntary Offers are part of the Group's continuous review and management of
its outstanding capital base, maintaining a prudent approach to the management
of the Group's capital position. Preference Shares which are not validly
tendered and accepted for purchase pursuant to the Offers will remain
outstanding after completion of the Offers and shall remain subject to their
existing terms and conditions.
The Offeror has launched, contemporaneously with the launch of the Offers, a
liability management exercise in respect of two series of U.S. dollar
preference shares issued by the Offeror and represented by American Depositary
Shares.
THE OFFERS
On the terms of and subject to the conditions contained in a tender offer
memorandum dated 10 November 2021 (the "Tender Offer Memorandum"), the Offeror
has invited Shareholders (subject to the Offer and Distribution Restrictions
referred to below) to tender their Preference Shares for purchase by the
Offeror at the relevant Purchase Price together with, in respect of Preference
Shares accepted for purchase by the Offeror from Retail Holders whose
respective validly submitted Tender Instructions are received by the Receiving
Agent after the General Expiration Deadline and prior to the Retail-Only
Expiration Deadline only, an Incremental Accrued Dividend Payment.
Capitalised terms not otherwise defined in this announcement have the same
meaning as assigned to them in the Tender Offer Memorandum. The Tender Offer
Memorandum may be viewed by eligible Shareholders on the website of the
Information Agent via the following link: https://deals.lucid-is.com/lbg.
Eligible Shareholders may also request a hard copy of the Tender Offer
Memorandum by contacting the Receiving Agent at the telephone number provided
below.
The Preference Shares
The table below identifies the three Series of Preference Shares which are
subject to the Offers (each a "Series" and together the "Preference Shares").
Description of Preference Shares ISIN Aggregate Liquidation Preference Outstanding Purchase Price (including accrued and unpaid dividends)(1)
Amount subject to the Offer
£198,065,600 6.475% Non-Cumulative Preference Shares(2) (the "6.475% GB00B3KSB568 £56,472,211 112.050% Any and all
Preference Shares")
£300,000,000 9.25% Non-Cumulative Irredeemable Preference Shares GB00B3KS9W93 £299,987,729 167.250% Any and all
(the "9.25% Preference Shares")
£100,000,000 9.75% Non-Cumulative Irredeemable Preference Shares GB00B3KSB238 £55,740,886 174.200% Any and all
(the "9.75% Preference Shares")
(1) For further detail on the Purchase Price and accrued and unpaid dividends
payable, please see below.
(2) Redeemable, at the option of the Offeror, on 15 September 2024 or any
dividend payment date falling on each fifth anniversary of such date
thereafter, at their liquidation preference amount.
Amount subject to the Offers
If, in respect of any Series, the Offeror decides to accept any Preference
Shares of such Series validly tendered for purchase pursuant to the relevant
Offer, the Offeror intends to accept all validly tendered Preference Shares of
such Series for purchase in full with no pro rata scaling. The Offeror is not
under any obligation to accept for purchase any Preference Shares tendered
pursuant to any Offer. The acceptance for purchase by the Offeror of
Preference Shares tendered pursuant to each Offer is at the sole and absolute
discretion of the Offeror and tenders may be rejected by the Offeror for any
reason.
Purchase Price and Accrued Dividends
The Purchase Price of each Series accepted for purchase is set out in the
table above, and is expressed as a percentage of the liquidation preference of
the relevant Series of Preference Shares. If the General Settlement Date is
not a dividend payment date in respect of the relevant Series of Preference
Shares, the Purchase Price in respect of that Series of Preference Shares
includes an amount equal to any accrued and unpaid dividends on the relevant
Preference Shares from, and including, the dividend payment date for the
relevant Preference Shares immediately preceding General Settlement Date up
to, but excluding, the General Settlement Date. Accordingly, the Purchase
Price for the 6.475% Preference Shares includes an amount equal to accrued and
unpaid dividends on the relevant Preference Shares from, and including, the
dividend payment date for the relevant Preference Shares immediately preceding
the General Settlement Date up to, but excluding, the General Settlement Date.
The next dividend payment date pursuant to the terms of the 9.25% Preference
Shares and the 9.75% Preference Shares is 30 November 2021 (for which purposes
the Record Date for each Series is 5 November 2021). Holders of such
Preference Shares as at the Record Date will be entitled to the dividend
payment due on 30 November 2021 pursuant to the terms of each Series. Such
payment will be in addition (but separate to) to any payment of the Purchase
Price and any Incremental Accrued Dividend Payment by the Offeror pursuant to
the terms of the relevant Offer.
Accordingly, the amount equal to accrued and unpaid dividends which is
included in the respective Purchase Price for each of the 9.25% Preference
Shares and the 9.75% Preference Shares is zero.
For Preference Shares accepted for purchase by the Offeror for settlement on
the General Settlement Date, there shall be no additional payment by the
Offeror after the General Settlement Date in respect of any accrued and unpaid
dividends.
In respect of any Preference Shares which are accepted for purchase from
Retail Holders whose respective validly submitted Tender Instructions are
received by the Receiving Agent after the General Expiration Deadline and
prior to the Retail-Only Expiration Deadline, the Offeror will also pay on the
Retail-Only Settlement Date an amount equal to any accrued and unpaid
dividends on the relevant Preference Shares from, and including, the General
Settlement Date up to, but excluding, the Retail-Only Settlement Date (being
the Incremental Accrued Dividend Payment).
For Preference Shares accepted for purchase by the Offeror for settlement on
the Retail-Only Settlement Date, there shall be no additional payment by the
Offeror after the Retail-Only Settlement Date in respect of any accrued and
unpaid dividends.
The amount included (if any) in the Purchase Price equal to accrued and unpaid
dividends and the Incremental Accrued Dividend Payment are payments pursuant
to the terms of the relevant Offer and are not, for the avoidance of doubt,
payment pursuant to the terms of the relevant Preference Shares.
For illustration purposes and assuming that the General Settlement Date and
Retail-Only Settlement Date are not subsequently amended from those set out in
this announcement, the cash amount of the Purchase Consideration in respect of
a single Preference Share of each Series, and the Incremental Accrued Dividend
Payment (which is payable only in respect of Preference Shares which are
accepted for purchase from Retail Holders for which the respective validly
submitted Tender Instructions are received by the Receiving Agent after the
General Expiration Deadline and prior to the Retail-Only Expiration Deadline)
in respect of a single Preference Share of each Series is expected to be as
follows:
Series Purchase Consideration* Incremental Accrued Dividend Payment*
6.475% Preference Shares £1.12050 0.26610p
9.25% Preference Shares £1.67250 0.38118p
9.75% Preference Shares £1.74200 0.40179p
* Shown to 5 decimal places for illustrative purposes.
See further the paragraph entitled "Total Consideration" below.
The Settlement Date for Institutional Holders and for Retail Holders whose
respective validly submitted Tender Instructions are received by the Receiving
Agent prior to the General Expiration Deadline is expected to be 30 November
2021.
The Settlement Date for Retail Holders whose respective validly submitted
Tender Instructions are received by the Receiving Agent after the General
Expiration Deadline and prior to the Retail-Only Expiration Deadline is
expected to be 15 December 2021.
Preference Shares repurchased by the Offeror pursuant to the Offers will be
immediately cancelled.
Total Consideration
The total consideration payable to each Shareholder in respect of Preference
Shares validly submitted for tender and accepted for purchase by the Offeror
will be an amount in cash equal to (i) the Purchase Price for the relevant
Preference Shares multiplied by the aggregate liquidation preference of
Preference Shares validly tendered and delivered by such Shareholder and
accepted by the Offeror for purchase (rounded to the nearest £0.01, with
£0.005 being rounded upwards) and (ii) in the case of Preference Shares
accepted for purchase from Retail Holders whose respective validly submitted
Tender Instructions are received by the Receiving Agent after the General
Expiration Deadline and prior to the Retail-Only Expiration Deadline only, the
Incremental Accrued Dividend Payment in respect of such Preference Shares.
A "Retail Holder" is a holder of Preference Shares (a) who holds less than
£100,000 in aggregate liquidation preference of the Preference Shares of the
relevant Series, (b) whose ordinary activities do not involve that person
buying, selling, subscribing for or underwriting instruments such as the
Preference Shares for the purpose of a business carried on by that person, and
(c) who it is reasonable to expect will not carry on the activities described
in (b) above for the purposes of a business carried on by that person.
An "Institutional Holder" is any Shareholder that is not a Retail Holder.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the key events
relating to the Tender Offers. This is an indicative timetable and is subject
to change. Accordingly, the actual timetable may differ from the timetable
below.
Date and Time Action Applicability to Institutional and/or Retail Holders
10 November 2021 Commencement of the Offers
Offers announced by way of announcements on the relevant Notifying News Institutional and Retail
Service(s) and via RNS.
Tender Offer Memorandum available from the Information Agent and the Receiving
Agent.
19 November 2021 1.00 p.m. London time General Expiration Deadline
Final deadline for receipt by the Receiving Agent of all Tender Instructions Institutional
in order for Institutional Holders to be able to participate in the Offers.
Deadline for receipt by the Receiving Agent of any Tender Instructions from
Retail Holders if such Retail Holders wish to be eligible to receive payment
on the General Settlement Date in respect of Preference Shares accepted for
purchase by the Offeror.
Retail*
22 November 2021 Announcement of Results following the General Expiration Deadline Institutional and Retail*
Announcement of the Offeror's decision whether to accept valid tenders of
Preference Shares received prior to the General Expiration Deadline pursuant
to the Offers.
Details of:
(i) the final aggregate liquidation preference of the Preference
Shares of each Series validly tendered pursuant to the Offers prior to the
General Expiration Deadline; and
(ii) the aggregate liquidation preference of Preference Shares of each
Series that will remain outstanding after the General Settlement Date,
distributed by way of announcements on the relevant Notifying News Service(s)
and via RNS.
30 November 2021 General Settlement Date
Expected General Settlement Date for the Offers to Institutional Holders and Institutional and Retail*
for Retail Holders whose respective validly submitted Tender Instructions are
received by the Receiving Agent prior to the General Expiration Deadline.
Payment of Purchase Consideration to Institutional Holders and, if applicable,
Retail Holders in respect of the Offers.
6 December 2021 1.00 p.m., London time LBGSA Tender Deadline
Deadline for receipt by the LBGSA Nominee of LBGSA Forms of Instruction in Retail Only
order for participants holding 6.475% Preference Shares through the LBGSA
Nominee to be able to participate in the Offer in respect of the 6.475%
Preference Shares.
9 December 2021 1.00 p.m., London time Retail-Only Expiration Deadline
Final deadline for receipt by the Receiving Agent of all Tender Instructions Retail Only
in order for Retail Holders to be able to participate in the Offers.
10 December 2021 Announcement of Results following the Retail-Only Expiration Deadline
Announcement of the Offeror's decision whether to accept valid tenders of
Preference Shares for purchase pursuant to the Offers to Retail Holders whose
respective validly submitted Tender Instructions are received by the Receiving Retail Only
Agent after the General Expiration Deadline and prior to the Retail-Only
Expiration Deadline.
Details of:
(i) the final aggregate liquidation preference of the
Preference Shares of each Series validly tendered by Retail Holders whose
respective validly submitted Tender Instructions are received by the Receiving
Agent after the General Expiration Deadline and prior to the Retail-Only
Expiration Deadline pursuant to the Offers;
(ii) the total amount of Preference Shares purchased pursuant to
the Offers (being the aggregate liquidation preference of the Preference
Shares purchased on each of the Settlement Dates); and
(iii) the final aggregate liquidation preference of Preference
Shares of each Series that will remain outstanding after the Retail-Only
Settlement Date,
distributed by way of announcements on the relevant Notifying News Service(s)
and via RNS.
15 December 2021 Retail-Only Settlement Date
Expected Retail-Only Settlement Date for the Offers in respect of Retail Retail Only
Holders whose respective validly submitted Tender Instructions are received by
the Receiving Agent after the General Expiration Deadline and prior to the
Retail-Only Expiration Deadline. Payment of Purchase Consideration and
Incremental Accrued Dividend Payment to Retail Holders in respect of the
Offers.
As detailed in the section "Terms and Conditions of the Offers - Payment" in
the Tender Offer Memorandum, pursuant to the relevant Offer, payments in
respect of Preference Shares held in certificated form may be made by cheque,
and such cheque is expected to be issued 6 business days after the Retail-Only
Settlement Date. Furthermore, pursuant to the relevant Offer, all payments of
the Incremental Accrued Dividend Payment will be made outside of the CREST
system and are therefore expected to be issued 6 business days after the
Retail-Only Settlement Date.
*Retail Holders may choose to participate in the Offers prior to either the
General Expiration Deadline or the Retail-Only Expiration Deadline.
Subject to applicable law, the Offeror reserves the right, in its sole and
absolute discretion, to extend, re-open, withdraw or terminate the Offers and
to amend or waive any of the terms and conditions of the Offers, at any time
after the announcement of the Offers as described in the Tender Offer
Memorandum, including with respect to any Tender Instructions already
submitted as of the time of any such extension, re-opening, withdrawal,
termination, amendment or waiver.
If the Offeror withdraws or terminates any Offer, any relevant Preference
Shares tendered for purchase pursuant to such Offer will not be purchased.
Unless stated otherwise, announcements in connection with the Offers will be
made through RNS
(http://www.londonstockexchange.com/exchange/news/market-news/market-newshome.html).
Announcements may also be made by (i) the issue of a press release to a
Notifying News Service and (ii) the posting of such notices to the registered
address of holders of the Preference Shares. Copies of all such announcements,
press releases and notices can also be obtained from the Information Agent or
the Receiving Agent, the contact details for whom are on the last page of this
announcement. Significant delays may be experienced where notices are sent by
post and Shareholders are urged to contact the Information Agent or the
Receiving Agent, as applicable, for the relevant announcements relating to the
Offers. In addition, Institutional Holders may contact the Dealer Managers for
information using the contact details on the last page of this announcement.
Participation in the Offers
A tender of Preference Shares for purchase may only be made by the submission
of a valid Tender Instruction and (in the case of Preference Shares not held
in CREST) delivery of the certificate or certificates for the relevant
Preference Shares or (in the case of 6.475% Preference Shares held through the
LBGSA Nominee) by delivery to the LBGSA Nominee of a valid LBGSA Form of
Instruction, in each case in accordance with the detailed procedures specified
in the Tender Offer Memorandum. Different procedures apply for participation
in the Offers in respect of (a) Preference Shares held in CREST, (b)
Preference Shares held in certificated form and (c) 6.475% Preference Shares
held through the LBGSA Nominee.
Participants holding 6.475% Preference Shares in the Lloyds Banking Group
Shareholder Account, operated on the Offeror's behalf by Equiniti Corporate
Nominees Financial Services Limited (the "LBGSA Nominee"), should refer to the
separate communications provided by the LBGSA Nominee in respect of the Offer
in respect of the 6.475% Preference Shares, and should note the earlier
deadline of 6 December 2021 for receipt by the LBGSA Nominee of LBGSA Forms of
Instruction.
Unless otherwise determined by the Offeror in its sole and absolute
discretion, any Tender Instructions received by the Receiving Agent from
Institutional Holders after the General Expiration Deadline will not be
accepted. For technical reasons, however, any such Tender Instructions will
only be released from escrow by the Receiving Agent following the Retail-Only
Expiration Deadline.
Shareholders are advised to check with any bank, securities broker or other
intermediary through which they hold Preference Shares whether such
intermediary would require to receive instructions from a Shareholder in order
for that Shareholder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their instruction to
participate in, the Offers before the deadlines specified above. The deadlines
set by any such intermediary and CREST for the submission of Tender
Instructions will be earlier than the relevant deadlines specified above.
Shareholders are also advised to ensure that, where any documents are posted
to the Receiving Agent, they allow sufficient time to ensure receipt of such
documents by the Receiving Agent by the relevant deadline. All documentation
sent to or from a Shareholder is sent at such Shareholder's own risk.
Tender Instructions will be irrevocable except in the limited circumstances
described in "Amendment and Termination - Revocation Rights" in the Tender
Offer Memorandum.
Before making a decision with respect to the Offers, Shareholders should
carefully consider all of the information in the Tender Offer Memorandum and,
in particular, the risk factors described in the section entitled "Risk
Factors and Other Considerations" in the Tender Offer Memorandum.
FURTHER INFORMATION
Lucid Issuer Services Limited has been appointed by the Offeror as information
agent (the "Information Agent") and Equiniti Limited has been appointed by the
Offeror to act as receiving agent (the "Receiving Agent") in connection with
the Offers.
Credit Suisse International, Lloyds Bank Corporate Markets plc and Merrill
Lynch International have been appointed by the Offeror as Dealer Managers (the
"Dealer Managers") for the purposes of the Offers.
This announcement contains inside information in relation to the Preference
Shares and is disclosed in accordance with the Market Abuse Regulation (EU)
596/2014 as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018 ("UK MAR"). For the purposes of UK MAR and Article 2 of
the binding technical standards published by the Financial Conduct Authority
in relation to UK MAR as regards Commission Implementing Regulation (EU)
2016/1055, this announcement is made by Douglas Radcliffe, Group Investor
Relations Director.
For further information please contact:
Group Corporate Treasury:
Liz Padley
Head of Capital Structuring, Holding Company and Resolution
Telephone: +44 (0)20 7158 1737
Email: Claire-Elizabeth.Padley@LloydsBanking.com
(mailto:Claire-Elizabeth.Padley@LloydsBanking.com)
Investor Relations:
Douglas Radcliffe
Group Investor Relations Director
Telephone: +44 (0)20 7356 1571
Email: Douglas.Radcliffe@LloydsBanking.com
(mailto:Douglas.Radcliffe@LloydsBanking.com)
Corporate Affairs:
Matthew Smith
Head of Media Relations
Tel: +44 (0)20 7356 3522
Email: matt.smith@lloydsbanking.com (mailto:matt.smith@lloydsbanking.com)
Requests for information in relation to the Offers should be directed to:
Shareholders who hold their Preference Shares in certificated form may Shareholders who hold their Preference Shares through the LBGSA Nominee may
contact: contact:
RECEIVING AGENT LBGSA NOMINEE
Equiniti Limited Equiniti Financial Services Limited
Corporate Actions
Aspect House
Aspect House
Spencer Road
Spencer Road
Lancing
Lancing
West Sussex BN99 6DA
West Sussex BN99 6DA
United Kingdom
United Kingdom
www.shareview.co.uk/clients/lloydsoffer
(http://www.shareview.co.uk/clients/lloydsoffer)
Telephone: 0371-384-2458*
If calling from outside the UK +44 371-384-2458
Shareholders who hold their Preference Shares in CREST may contact:
INFORMATION AGENT
Lucid Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Freephone: 0800 048 5511**
If calling from outside the UK +44 800 048 5511
Attention: David Shilson / Owen Morris
email: lbg@lucid-is.com (mailto:lbg@lucid-is.com)
Website: https://deals.lucid-is.com/lbg (https://deals.lucid-is.com/lbg)
DEALER MANAGERS
Credit Suisse International Lloyds Bank Corporate Markets plc
One Cabot Square
10 Gresham Street
London E14 4QJ
London EC2V 7AE
United Kingdom
United Kingdom
Telephone: +44 20 7883 8763
Tel: +44 20 7158 1726 / 1719
Attention: Liability Management Group
Attention: Liability Management Group
email:
email: liability.management@lloydsbanking.com
liability.management@credit-suisse.com
(mailto:liability.management@credit-suisse.com)
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
United Kingdom
Tel: +44 207 996 5420
Attention: Liability Management Group
Email: DG.LM-EMEA@bofa.com (mailto:DG.LM-EMEA@bofa.com)
* Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday
(excluding English and Welsh public holidays). Calls to the helpline from
outside the UK will be charged at the applicable international rate. Please
note that calls may be recorded and randomly monitored for security and
training purposes. Please note that Equiniti Limited and Equiniti Financial
Services Limited cannot provide advice on the merits of the Offers or give
financial, tax, investment or legal advice.
** Open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday. Please note
that Lucid Issuer Services Limited cannot provide advice on the merits of the
Offers or give financial, tax, investment or legal advice.
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 Offers. If any Shareholder is in any doubt as to the
action it should take or is unsure of the impact of the Offers, it is
recommended to seek its own financial and legal advice, including as to any
tax consequences, from its stockbroker, bank manager, solicitor, accountant or
other independent financial or legal adviser. Any individual or company whose
Preference Shares are held on its behalf by a custodian, broker, dealer,
commercial bank, trust company or other nominee or intermediary must contact
such entity if it wishes to tender Preference Shares in the relevant Offer.
None of the Offeror, the Dealer Managers, the Receiving Agent or the
Information Agent (or any of their respective directors, officers, employees,
agents or affiliates) is providing Shareholders with any legal, business, tax
or other advice in the Tender Offer Memorandum or this announcement.
Shareholders 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 their Preference Shares for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an offer
or an invitation to participate in the Offers in the United States or in any
other jurisdiction in which, or to any person to or from whom, it is unlawful
to make such offer or invitation or for there to be such participation under
applicable laws. The distribution of this announcement and the Tender Offer
Memorandum in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement and/or theTender Offer Memorandum comes are
required by each of the Offeror, the Dealer Managers, the Receiving Agent and
the Information Agent to inform themselves about and to observe any such
restrictions.
United States
The Offers are 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 or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each, a
"U.S. Person")). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication. Accordingly, copies of the Tender Offer Memorandum and any
other documents or materials relating to the Offers 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 a U.S. Person and the Preference
Shares cannot be tendered in the Offers by any such use, means,
instrumentality or facility or from or within or by persons located or
resident in the United States or by any U.S. Person. Any purported tender of
Preference Shares in the Offers resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
Preference Shares made by a person located in the United States, a U.S.
Person, by any person acting for the account or benefit of a U.S. Person, or
by 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.
Each holder of Preference Shares participating in an Offer will represent that
it is not a U.S. Person, is not located in the United States and is not
participating in such 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 such Offer from the United States and
who is not a U.S. Person. For the purposes of this and the above paragraph,
"United States" means the United States of America, its territories and
possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of the United
States of America and the District of Columbia.
United Kingdom
The communication of this announcement and the Tender Offer Memorandum by the
Offeror and any other documents or materials relating to the Offers 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 (the "FSMA"). 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 is
exempt from the restriction on financial promotions under section 21 of the
FSMA on the basis that it is only directed at and may be communicated to (1)
those persons who are existing members or creditors of the Offeror or other
persons within Article 43(2) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, and (2) to any other persons to whom these
documents and/or materials may lawfully be communicated.
France
This announcement, the Tender Offer Memorandum and any other documents or
offering materials relating to the Offers may not be distributed (directly or
indirectly) in the Republic of France except to qualified investors
(investisseurs qualifiés) as defined in Article 2(e) of the EU Prospectus
Regulation. Neither this announcement, the Tender Offer Memorandum nor any
other documents or offering materials relating to the Offers have been and
will not be submitted for clearance to nor approved by the Autorité des
marchés financiers.
Belgium
None of this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been submitted to or will be
submitted for approval or recognition to the Financial Services and Markets
Authority ("Autorité des services et marches financiers / Autoriteit
financiële diensten en markten") and, accordingly, the Offers may not be made
in Belgium by way of a public offering, as defined in Articles 3 and 6 of the
Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover
Law") as amended or replaced from time to time. Accordingly, the Offers may
not be advertised and the Offers will not be extended, and neither the Tender
Offer Memorandum nor any other documents or materials relating to the Offers
(including any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available, directly or
indirectly, to any person in Belgium other than (i) to persons which are
"qualified investors" in the sense of Article 2 (e) of the EU Prospectus
Regulation, acting on their own account; or (ii) in any other circumstances
set out in Article 6, §4 of the Belgian Takeover Law . The Tender Offer
Memorandum has been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offers. Accordingly, the
information contained in the Tender Offer Memorandum may not be used for any
other purpose or disclosed to any other person in Belgium.
Italy
Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB") pursuant to Italian laws and regulations.
The Offers are being carried out in the Republic of Italy as exempted offers
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
(the "Issuers' Regulation").
A Shareholder located in the Republic of Italy can tender some or all of its
Preference Shares through authorised persons (such as investment firms, banks
or financial intermediaries permitted to conduct such activities in the
Republic of 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
Preference Shares or the Offers.
General
Neither this announcement, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Preference Shares (and tenders of Preference Shares for purchase
pursuant to the Offers will not be accepted from Shareholders) 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 any of the Dealer Managers or any
of their affiliates is such a licensed broker or dealer in any such
jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or
such affiliate, as the case may be, on behalf of the Offeror in such
jurisdiction.
In addition to the representations referred to above in respect of the United
States, the United Kingdom, France, Belgium and Italy, each Shareholder
participating in an Offer will also be deemed to give certain other
representations, warranties and undertakings and make certain agreements as
set out in "Procedures for Participating in the Offers" in the Tender Offer
Memorandum. will be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as described in
"Procedures for Participating in the Offers". Any tender of Preference Shares
for purchase pursuant to the Offers from a Shareholder that is unable to make
these representations will not be accepted.
Each of the Offeror, the Dealer Managers and the Information Agent reserves
the right, in its sole and absolute discretion (and without prejudice to the
relevant Shareholder's responsibility for the representations made by it), to
investigate, in relation to any tender of Preference Shares for purchase
pursuant to an Offer, whether any such representation given by a Shareholder
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 or submission may be rejected.
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