REG - Principality Bld Soc - Tender Offer

Lloyds BankingAnnouncement

03/07/2023 11:15

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RNS Number : 7357E  Principality Building Society  03 July 2023

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED
(the EUWA).

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
LOCATED OR RESIDENT IN, OR AT ANY ADDRESS 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 AND THE DISTRICT OF COLUMBIA) (THE
UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO
ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

PRINCIPALITY BUILDING SOCIETY LAUNCHES CASH TENDER OFFER

3 July 2023. Principality Building Society (the Offeror) announces today that
it is inviting holders of its outstanding £300,000,000 2.375 per cent. Notes
due 23 November 2023 (ISIN: XS1722899165) (the Notes) to tender their Notes
for purchase by the Offeror for cash subject to the satisfaction (or waiver)
of the New Issue Condition (as defined below) and the other conditions
described in the Tender Offer Memorandum (as defined below) (such invitation,
the Offer).

The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 3 July 2023 (the Tender Offer Memorandum)
prepared by the Offeror in connection with the Offer, and is subject to the
offer restrictions set out below and as more fully described in the Tender
Offer Memorandum. Capitalised terms used but not otherwise defined in this
announcement shall have the meanings given to them in the Tender Offer
Memorandum.

Noteholders are advised to read carefully the Tender Offer Memorandum -
including the section "Risk Factors and other Considerations" - for full
details of, and information on the procedures for participating in, the Offer.

Summary

A summary of certain key terms relevant to the Offer appears below:

 Description of the Notes                                  ISIN / Common Code        Outstanding Nominal Amount  Purchase Price                   Maximum Acceptance    Amount
 £300,000,000 2.375 per cent. Notes due 23 November 2023   XS1722899165 / 172289916  £300,000,000                98.80         per cent.          Subject as set out herein, an aggregate nominal amount expected to be equal to
                                                                                                                                                  the aggregate nominal amount of the New Notes (as defined herein) and to be
                                                                                                                                                  announced as soon as reasonably practicable after the pricing of the New Notes

Rationale

Alongside the Offer, the Offeror is announcing its intention to issue a new
series of sterling-denominated fixed rate senior non-preferred notes (the New
Notes), subject to market conditions. The issue of the New Notes and the Offer
are intended to optimise the capital structure and debt profile of the
Offeror.

Notes purchased by the Offeror pursuant to the Offer are expected to be
cancelled and will not be re-issued or re-sold. Notes which are not purchased
by the Offeror pursuant to the Offer will remain outstanding.

Purchase Price and Accrued Interest Payments

The Offeror will, on the Settlement Date, pay for Notes validly tendered and
accepted by it for purchase pursuant to the Offer a cash purchase price equal
to 98.80 per cent. of the nominal amount of the relevant Notes (the Purchase
Price).

The Offeror will also pay an Accrued Interest Payment in respect of Notes
validly tendered and accepted for purchase by it pursuant to the Offer.

Maximum Acceptance Amount and Scaling

If the Offeror decides to accept any Notes for purchase pursuant to the Offer,
it proposes that the aggregate nominal amount of Notes it will accept for
purchase pursuant to the Offer will be no greater than an amount to be
determined by the Offeror, in its sole discretion, which is expected to equal
the aggregate nominal amount of the New Notes to be issued (the Maximum
Acceptance Amount), and which the Offeror will announce as soon as is
reasonably practicable following pricing of the New Notes, although the
Offeror reserves the right, in its sole discretion, to accept significantly
less or more than such amount, or to accept none of such 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 accepts any Notes for purchase pursuant to the Offer and the
aggregate nominal amount of the Notes validly tendered for purchase is greater
than the Final Acceptance Amount, the Offeror intends to accept 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 Issue Condition

The Offeror announced on 3 July 2023 its intention to issue the New Notes,
subject to market conditions.

The Offeror's purchase of any Notes validly tendered in the Offer is subject,
without limitation, to the successful completion (in the sole determination of
the Offeror) of the issue of the New Notes (the New Issue Condition).

Even if the New Issue Condition is satisfied, the Offeror is under no
obligation to accept for purchase any Notes 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 Prospectus dated 26 April 2023
prepared by the Offeror in connection with its £1,000,000,000 (excluding
Deposit Notes) Euro Medium Term Note Programme (including any amendment or
supplement thereto, the Prospectus) and the final terms document to be
prepared by the Offeror in connection with the issue and listing of the New
Notes (the Final Terms), and no reliance is to be placed on any
representations other than those contained in the Prospectus and the Final
Terms.

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 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 are not being, and will not be, offered or sold in the United
States. Nothing in this announcement or 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.

Compliance information for the New Notes: UK MiFIR professionals/ECPs-only/No
UK/EU PRIIPS KID - eligible counterparties and professional clients only (all
distribution channels). No sales to UK or EEA retail investors; no key
information document in respect of the UK or EEA has been or will be prepared.

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 allocation of the New Notes, the Offeror may give preference
to those Noteholders who, prior to such allocation, have validly tendered or
have given a firm intention to the Offeror or any of the Joint Dealer Managers
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 and such Noteholder making a separate application for the purchase of
such New Notes to any of the Joint Dealer Managers (in their capacity as joint
lead managers of the issue of the New Notes) in accordance with the standard
new issue procedures of the relevant Joint Dealer Manager. 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 or firmly
intended to be tendered by such Noteholder 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 New Notes are so 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 (which will be £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 event that 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.

It is the sole responsibility of each Noteholder to satisfy itself that it is
eligible to purchase the New Notes before registering its interest with, and
making an application to, a Joint Dealer Manager (in their capacity as the
joint lead managers of the issue of the New Notes) for the purchase of any New
Notes. Any failure by a Noteholder to make an application for the purchase of
the New Notes in accordance with the standard new issue procedures of the
relevant joint lead manager of the issue of the New Notes (including as a
result of such Noteholder being ineligible to be offered or to be sold the New
Notes in accordance with any applicable securities laws and regulations) will
result in no priority being given to such Noteholder.

Existing 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 their Notes for purchase pursuant to the Offer should therefore
provide, as soon as practicable, to the Offeror or any of the Joint Dealer
Managers, an indication of its firm intention to tender their Notes for
purchase and the nominal amount of the Notes that it intends to tender
pursuant to the Offer in order for this to be taken into account as part of
the New Notes allocation process.

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 10 July 2023 (the Expiration Deadline),
unless extended, re-opened, amended and/or terminated as provided in the
Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker 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 by the
deadlines specified in the Tender Offer Memorandum.  The deadlines set by any
such intermediary and each Clearing System for the submission and revocation
of Tender Instructions will be earlier than the relevant deadlines specified
in the Tender Offer Memorandum.

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 Notes of no less than £100,000, being the minimum denomination of the
Notes, and may be submitted in integral multiples of £1,000 thereafter. A
separate Tender Instruction must be completed on behalf of each beneficial
owner.

Noteholders are referred to the offer and distribution restrictions in "Offer
and Distribution Restrictions" in the Tender Offer Memorandum and the
agreements, acknowledgements, representations, warranties and undertakings in
"Procedures for Participating in the Offer" in the Tender Offer Memorandum,
which Noteholders will be deemed to make on submission of a Tender
Instruction.

Indicative timetable

The anticipated transaction timetable is summarised below:

 Events                                                                           Times and Dates
 Commencement of the Offer

 Offer announced. Tender Offer Memorandum available from the Tender Agent,        3 July 2023
 including via the Offer Website (subject, in each case, to offer and
 distribution restrictions).
 Announcement of the Maximum Acceptance Amount

 Announcement of the Maximum Acceptance Amount for the Offer.                     As soon as reasonably practicable following pricing of the New Notes
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4.00 p.m. (London time) on 10 July 2023
 order for Noteholders to be able to participate in the Offer.
 Announcement of Results

 Announcement of whether (subject to satisfaction (or waiver) of the New Issue    As soon as reasonably practicable on 11 July 2023
 Condition on or prior to the Settlement Date) the Offeror will accept valid

 tenders of Notes pursuant to the Offer and, if so accepted, the aggregate
 nominal amount of Notes accepted for purchase pursuant to the Offer and any
 Scaling Factor (if applicable).
 Settlement Date

 Subject to satisfaction (or waiver) of the New Issue Condition, expected          13 July 2023
 settlement date for the Offer.

This is an indicative timetable and may be subject to change. The above times
and dates are also subject to the right of the Offeror to extend, re-open,
amend, waive any condition of and/or terminate the Offer (subject to
applicable law and as provided in the Tender Offer Memorandum).  Noteholders
are advised to check with any bank, securities broker 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 by the
deadlines set out above. The deadlines set by any such intermediary and each
Clearing System for the submission of Tender Instructions will be earlier than
the relevant deadlines described above.

Announcements

All announcements will be made by the Offeror by (i) publication through the
Regulatory News Service (RNS) of the London Stock Exchange plc and (ii) the
delivery of notices to the Clearing Systems for communication to Direct
Participants. Announcements may also be made on the relevant Reuters Insider
Screen and/or by the issue of a press release to a Notifying News Service
and/or by any other means. 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 set out below and on the last page of the Tender
Offer Memorandum. Noteholders are urged to contact the Tender Agent for the
relevant announcements during the course of the Offer.

Documentation relating to the Offer and any amendments or supplements thereto
will also be available via the Offer Website, subject to offer and
distribution restrictions.

In addition, holders of Notes may contact the Joint Dealer Managers for
information using the contact details set out below.

For detailed terms of the Offer please refer to the Tender Offer Memorandum
which (subject to distribution restrictions) can be obtained from the Tender
Agent referred to below.

Barclays Bank PLC (Telephone: +44 (0) 20 3134 8515; Attention: Liability
Management Group; Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com) ), BNP
Paribas (Telephone: +33 1 55 77 78 94; Attention: Liability Management Group;
Email: liability.management@bnpparibas.com
(mailto:liability.management@bnpparibas.com) ) and Lloyds Bank Corporate
Markets plc (Telephone: +44 (0) 207 158 1726 / 3939; Attention: Liability
Management Group; Email: LBCMLiabilityManagement@lloydsbanking.com
(mailto:LBCMLiabilityManagement@lloydsbanking.com) ) are acting as Joint
Dealer Managers for the Offer.

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Jacek
Kusion; Email: principality@is.kroll.com (mailto:principality@is.kroll.com) ;
Offer Website: https://deals.is.kroll.com/principality
(https://deals.is.kroll.com/principality) ) is acting as Tender Agent for the
Offer.

---

MARKET ABUSE REGULATION: This announcement is released by Principality
Building Society and contains information that qualified or may have qualified
as inside information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 as it forms party of United Kingdom domestic law by
virtue of the EUWA (UK MAR), encompassing information relating to the Offer
described above. For the purposes of UK MAR and the Implementing Technical
Standards, this announcement is made by Iain Mansfield, Chief Financial
Officer of Principality Building Society.

Legal Entity Identifier (LEI) of Principality Building Society:
2138003CSNVJEPFZ3U52

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 the Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial and legal advice, including as to any
tax consequences, from its broker, bank manager, solicitor, accountant or
other independent financial, tax or legal adviser. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust
company, nominee or other intermediary must contact such entity if it wishes
to tender such Notes pursuant to the Offer. None of the Offeror, the Joint
Dealer Managers or the Tender Agent nor any of their respective affiliates or
controlling persons nor any director, officer, employee, agent or
representative of any of the foregoing makes any recommendation as to whether
Noteholders should tender Notes pursuant to the Offer. None of the Offeror,
the Joint Dealer Managers or the Tender Agent (nor their respective affiliates
or controlling persons nor any director, officer, employee, agent or
representative of any of the foregoing) is providing Noteholders with any
legal, business, tax or other advice in this announcement. 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.

OFFER AND DISTRIBUTION RESTRICTIONS

General: Neither this announcement nor the Tender Offer Memorandum constitutes
an offer or an invitation to participate in the Offer in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make such offer or
invitation or for there to be such participation under applicable securities
laws. 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 Joint Dealer Managers and the Tender
Agent to inform themselves about, and to observe, any such restrictions.
Nothing in this announcement or the Tender Offer Memorandum constitutes (i) an
offer to buy or a solicitation of an offer to sell the Notes (and tenders of
Notes in the Offer will not be accepted from any Noteholders) in any
circumstances in which such offer or solicitation is unlawful or (ii) an offer
to sell or a solicitation of an offer to buy the New Notes. In any
jurisdiction where the securities, blue sky or other laws require the Offer to
be made by a licensed broker or dealer and any of the Joint Dealer Managers or
any of the Joint Dealer Managers' respective affiliates is such a licensed
broker or dealer in such jurisdiction, the Offer shall be deemed to be made by
such Joint Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such 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 and the minimum
denomination of the New Notes will be £100,000.

United States: The Offer is not being made, and will not be made, directly or
indirectly in or into, or by use of the mail 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 this announcement and 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,
to any person located or resident in the United States or to any U.S. Person,
and the Notes cannot be tendered in the Offer by any such use, means,
instrumentality or facility or from within the United States or by any person
located or resident in the United States or by, or by any person acting for
the account or benefit of, a U.S. Person. 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 any 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 or by or on behalf of any U.S. Person or by use of such mails or
any such means, instrumentality or facility 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. Notes may not be
offered, sold or delivered 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, within 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 a
U.S. Person and 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 and who is not a U.S.
Person. 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. Accordingly, Noteholders or beneficial owners of the Notes that are
located in Italy can tender Notes for purchase pursuant to the Offer through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with 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.

The New Notes will not be offered, sold or otherwise made available to any
investor in Italy.

United Kingdom: This announcement and the Tender Offer Memorandum have been
issued by Principality Building Society of Principality House, The Friary,
Cardiff CF10 3FA, United Kingdom which is authorised by the Prudential
Regulation Authority (the PRA) of 20 Moorgate, London EC2R 6DA, United Kingdom
and regulated by the Financial Conduct Authority (the FCA) of 12 Endeavour
Square, London E20 1JN, United Kingdom and the PRA. This announcement and the
Tender Offer Memorandum are only addressed to Noteholders where they would (if
they were clients of the Offeror) be per se professional clients or per se
eligible counterparties of the Offeror within the meaning of the FCA rules.
This announcement and the Tender Offer Memorandum are not addressed to or
directed at any persons who would be retail clients within the meaning of the
FCA rules and any such persons should not act or rely on them. Recipients of
this announcement and the Tender Offer Memorandum should note that the Offeror
is acting on its own account in relation to the Offer and will not be
responsible to any other person for providing the protections which would be
afforded to clients of the Offeror or for providing advice in relation to the
Offer.

In addition, this announcement, the Tender Offer Memorandum and any other
documents or materials relating to the Offer 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 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 (as
amended, the Financial Promotion Order)) or within Article 43 of the Financial
Promotion Order, or to any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.

Belgium: The Offer is not being made, and will not be made or advertised,
directly or indirectly, to any individual in Belgium qualifying as a consumer
within the meaning of Article I.1 of the Belgian Code of Economic Law, as
amended from time to time (a Belgian Consumer) and none of this announcement,
the Tender Offer Memorandum or any other documents or materials relating to
the Offer have been distributed, nor will they be distributed, directly or
indirectly, in Belgium to Belgian Consumers.

France: This announcement, the Tender Offer Memorandum and any other document
or material relating to the Offer have only been and shall only be distributed
in France to qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129. Neither this announcement nor the Tender Offer Memorandum has been
submitted, nor will they be submitted for clearance to or approved by the
Autorité des Marchés Financiers.

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rns@lseg.com (mailto:rns@lseg.com)
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