REG - Cadent Finance PLC Cadent Gas Limited - Tender Offer

Mizuho FinancialAnnouncement

26/06/2023 10:30

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RNS Number : 8820D  Cadent Finance PLC  26 June 2023

Cadent Finance plc Announces Cash Tender Offer for its €750,000,000 Fixed
Rate Instruments due 2024

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF 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 PART OF UK DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

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 TO ANY U.S. PERSON (AS
DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW).

26 June 2023. Cadent Finance plc (formerly known as National Grid Gas Finance
plc) (the Offeror) announces today an invitation to holders of its outstanding
€750,000,000 Fixed Rate Instruments due 2024 (ISIN: XS1493320656) (the
Instruments) guaranteed by Cadent Gas Limited (formerly known as National Grid
Gas Distribution Limited) (the Guarantor) to tender such Instruments for
purchase by the Offeror for cash (such invitation, the Offer).

The Offer is being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 26 June 2023 (the Tender Offer
Memorandum) prepared by the Offeror in connection with the Offer, and is
subject to the offer restrictions set out below, as more fully described in
the Tender Offer Memorandum. For detailed terms of the Offer, please refer to
the Tender Offer Memorandum, copies of which are (subject to distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used but not otherwise defined in this announcement shall have the
meanings given to them in the Tender Offer Memorandum.

Summary of the Offer

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

 Description                                     ISIN /                    Outstanding Nominal Amount  Benchmark                   Purchase Spread  Maximum Acceptance Amount

of the Instruments
Common Code
 €750,000,000 Fixed Rate Instruments due 2024    XS1493320656 / 149332065  €750,000,000                Interpolated Mid-Swap Rate  -15 bps          Up to a maximum aggregate nominal amount equal to the aggregate nominal amount
                                                                                                                                                    of the New Instruments to be issued

 

Rationale for the Offer

The Offer, in conjunction with the issuance of the New Instruments (as defined
below), is being made to proactively manage the Offeror's debt profile.

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

Purchase Price

The Offeror will pay for any Instruments validly tendered and accepted for
purchase by it pursuant to the Offer a purchase price for such Instruments
(the Purchase Price) to be determined at or around 12.00 p.m. (London time)
(the Pricing Time) on 5 July 2023 (the Pricing Date) in the manner described
in the Tender Offer Memorandum by reference to a yield (the Purchase Yield)
calculated as the sum of (i) the purchase spread of     -15 bps (the
Purchase Spread) and (ii) the  Interpolated Mid-Swap Rate.

Accrued Interest

The Offeror will also pay accrued and unpaid interest from (and including) the
immediately preceding interest payment date for such Instruments to (but
excluding) the Settlement Date (Accrued Interest) in respect of any
Instruments accepted by it for purchase pursuant to the Offer (the Accrued
Interest Payment).

Acceptance Amounts and Scaling

The Offeror proposes to accept for purchase pursuant to the Offer up to an
amount expected to be equal to the aggregate nominal amount of the New
Instruments to be issued (the Maximum Acceptance Amount), although the Offeror
reserves the right, in its sole discretion, to accept significantly more or
significantly less than (or none of) the Maximum Acceptance Amount for
purchase pursuant to the Offer (the final aggregate amount of Instruments
accepted for purchase pursuant to the Offer being the Final Acceptance
Amount).

If the Offeror decides to accept for purchase valid tenders of Instruments
pursuant to the Offer and the aggregate nominal amount of Instruments validly
tendered pursuant to the Offer is greater than the Final Acceptance Amount,
the Offeror intends to accept such Instruments for purchase on a pro rata
basis such that the aggregate nominal amount of Instruments 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 will announce today its intention to issue a series of new
euro-denominated fixed rate securities (the New Instruments) under its
£7,000,000,000 Euro Medium Term Note Programme, unconditionally and
irrevocably guaranteed by the Guarantor (the Programme), subject to market
conditions. The New Instruments are intended to be subscribed for by the Joint
Lead Managers (as defined in the Tender Offer Memorandum) and application will
be made for the New Instruments to be admitted on issue to the official list
of the FCA and to trading on the London Stock Exchange's Main Market.

Whether the Offeror will purchase any Instruments 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 Instruments (the
New Issue Condition).

Even if the New Issue Condition is satisfied, the Offeror is under no
obligation to accept for purchase any Instruments tendered pursuant to the
Offer. The acceptance for purchase by the Offeror of Instruments 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 Instruments should be made solely
on the basis of the information contained in the listing particulars (as
supplemented by the supplements respectively dated 1 March 2023 and 23 June
2023, the Listing Particulars) dated 6 December 2022 and prepared by the
Offeror and the Guarantor in connection with the Programme. No reliance is to
be placed on any representations other than those contained in the Listing
Particulars. Subject to compliance with applicable securities laws and
regulations, Listing Particulars and (following the pricing of the New
Instruments) the Final Terms are available from the Joint Lead Managers on
request.

For the avoidance of doubt, the ability to purchase New Instruments is subject
to all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Holder and the
selling restrictions set out in the Listing Particulars). It is the sole
responsibility of each Holder to satisfy itself that it is eligible to
purchase the New Instruments.

Nothing in either this announcement or the Tender Offer Memorandum constitutes
an offer to sell or the solicitation of an offer to buy the New Instruments 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 Instruments 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).

Compliance information for the New Instruments:

UK MiFIR professionals/ECPs-only/No UK PRIIPs KID - eligible counterparties
and professional clients only (all distribution channels). No sales to UK
retail investors; no key information document has been or will be prepared. EU
MiFID professionals/ECPs-only/No EU PRIIPS KID - eligible counterparties and
professional clients only (all distribution channels). No sales to EEA retail
investors; no key information document has been or will be prepared.

See the Listing Particulars for further information.

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

Allocation of the New Instruments

When considering allocation of the New Instruments, the Offeror may give
preference to those Holders that, prior to such allocation, have validly
tendered or have given a firm intention to any Dealer Manager that they intend
to tender their Instruments for purchase pursuant to the Offer. Therefore, a
Holder that wishes to subscribe for New Instruments in addition to tendering
its existing Instruments 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 Instruments, subject to the issue of the New Instruments
and such Holder making a separate application for the purchase of such New
Instruments to a Dealer Manager (in its capacity as a Joint Lead Manager of
the issue of the New Instruments) in accordance with the standard new issue
procedures of such Joint Lead Manager. Any such preference will, subject to
the sole and absolute discretion of the Offeror, be applicable up to the
aggregate nominal amount of Instruments tendered by such Holder (or in respect
of which such Holder has indicated a firm intention to tender as described
above) pursuant to the Offer. However, the Offeror is not obliged to allocate
any New Instruments to a Holder that has validly tendered or indicated a firm
intention to tender its Instruments for purchase pursuant to the Offer and, if
any such New Instruments are allocated, the nominal amount thereof may be less
or more than the nominal amount of Instruments tendered by such Holder 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 Instruments (being €100,000).

All allocations of the New Instruments, 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. In the event that a Holder validly tenders Instruments pursuant to
the Offer, such Instruments will remain subject to such tender and the
conditions of the Offer as set out in the Tender Offer Memorandum irrespective
of whether that Holder receives all, part or none of any allocation of New
Instruments for which it has applied.

Holders should note that the pricing and allocation of the New Instruments are
expected to take place prior to the Expiration Deadline for the Offer and any
Holder that wishes to subscribe for New Instruments in addition to tendering
existing Instruments 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 Instruments for purchase pursuant to the Offer and
the quantum of Instruments that it intends to tender.

Tender Instructions

In order to participate in, and be eligible to receive the Purchase Price and
the Accrued Interest Payment pursuant to, the Offer, Holders must validly
tender their Instruments 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 4 July 2023 unless extended,
re-opened, amended 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 Instruments of no less than €100,000 (being the minimum denomination of
the Instruments), and may be submitted in integral multiples of €1,000
thereafter.

A separate Tender Instruction must be completed on behalf of each beneficial
owner.

 

Indicative timetable for the Offer

The anticipated transaction timetable is summarised below:

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offer

 Announcement of Offer and the intention of the Offeror to issue the New          26 June 2023
 Instruments, subject to market conditions.  Tender Offer Memorandum available
 from the Tender Agent (subject to the restrictions set out in "Offer and
 Distribution Restrictions" below).
 Announcement of the Maximum Acceptance Amount                                    As soon as practicable following the pricing of the New Instruments
 Expiration Deadline

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in   4.00 p.m. on 4 July 2023
 order for Holders to be able to participate in the Offer.
 Announcement of Indicative Results
 Announcement by the Offeror of the aggregate nominal amount of Instruments       Prior to the Pricing Time on 5 July 2023
 validly tendered pursuant to the Offer, together with a non-binding indication
 of the level at which it expects to set the Final Acceptance Amount and
 indicative details of any pro rata scaling that will apply in the event that
 the Offeror decides to accept (subject to satisfaction or waiver of the New
 Issue Condition on or prior to the Settlement Date) valid tenders of
 Instruments pursuant to the Offer.
 Pricing Time
 Determination of the Interpolated Mid-Swap Rate and calculation of the           At or around 12.00 noon on 5 July 2023
 Purchase Yield and Purchase Price.
 Announcement of Results and Pricing

 Announcement by the Offeror of whether it will accept (subject to the            As soon as reasonably practicable after the Pricing Time
 satisfaction or waiver of the New Issue Condition on or prior to the
 Settlement Date) valid tenders of Instruments for purchase pursuant to the
 Offer and, if so accepted, the Final Acceptance Amount, the Interpolated
 Mid-Swap Rate, the Purchase Yield, the Purchase Price and details of any pro
 rata scaling.
 Settlement Date

 Subject to the satisfaction, or waiver, of the New Issue Condition, expected     7 July 2023
 Settlement Date for the Offer.

The Offeror may, in its sole discretion, extend, re-open, amend, waive any
condition of or terminate the Offer at any time (subject to applicable law and
as provided in the Tender Offer Memorandum) and the above times and dates are
subject to the right of the Offeror to so extend, re-open, amend and/or
terminate the Offer.

Holders are advised to check with any bank, securities broker or other
intermediary through which they hold Instruments when such intermediary would
need to receive instructions from a Holder in order for that Holder 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 specified above. 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 set out above and in the Tender Offer
Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be
made by or on behalf of the Offeror by (i) publication through RNS and (ii)
the delivery of notices to the Clearing Systems for communication to Direct
Participants.  Such announcements may also be made (a) on the relevant
Reuters Insider Screen and/or (b) 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 Holders are urged to contact
the Tender Agent for the relevant announcements during the course of the
Offer. In addition, Holders may contact the Dealer Managers for information
using the contact details below.

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

Barclays Bank PLC, BNP Paribas, Crédit Agricole Corporate and Investment
Bank, Mizuho International plc and SMBC Nikko Capital Markets Limited are
acting as Dealer Managers for the Offer and Kroll Issuer Services Limited is
acting as Tender Agent.

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

Barclays Bank PLC (Telephone: 44 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) ); Crédit Agricole Corporate and
Investment Bank (Telephone: +44 20 7214 5733; Attention: Liability Management;
Email: liability.management@ca-cib.com
(mailto:liability.management@ca-cib.com) ); Mizuho International plc
(Telephone: +44 20 7090 6134; Attention: Liability Management; Email:
liabilitymanagement@uk.mizuho-sc.com
(mailto:liabilitymanagement@uk.mizuho-sc.com) ); SMBC Nikko Capital Markets
Limited (Telephone: +44 204 507 5043; Attention: Liability Management; Email:
liability.management@smbcnikko-cm.com).

Questions and requests for assistance in connection with the procedures for
participating in the Offer, including the delivery of Tender Instructions, may
be directed to the Tender Agent:

Kroll Issuer Services Limited (Telephone: +44 20 7704 0880; Attention: Owen
Morris; Email: cadent@is.kroll.com (mailto:cadent@is.kroll.com) ; Website:
https://deals.is.kroll.com/cadent (https://deals.is.kroll.com/cadent) ).

This announcement is released by the Offeror and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK
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 Tom Sacker (Director of
Treasury, Corporate Finance and Planning), as attorney for Cadent Finance plc.

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 Holder is in any doubt as to the
contents of this announcement and/or the Tender Offer Memorandum or the action
it should take, it is recommended to seek its own financial and legal advice,
including in respect of any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial, tax or
legal adviser. Any individual or company whose Instruments 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 Instruments
pursuant to the Offer. The Dealer Managers are acting exclusively for the
Offeror and the Guarantor 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 Holder for providing the protections which would be
afforded to customers of the Dealer Managers or for advising any other person
in connection with the Offer. None of the Offeror, the Guarantor, the Dealer
Managers or the Tender Agent or any director, officer, employee, agent 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 Holders either as a class or as individuals, and none of them makes any
recommendation as to whether Holders should tender Instruments pursuant to the
Offer. None of the Offeror, the Guarantor, the Dealer Managers or the Tender
Agent (or any of their respective directors, officers, employees, agents or
affiliates) is providing Holders with any legal, business, tax or other advice
in this announcement and/or the Tender Offer Memorandum. Holders 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 Instruments for cash.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes 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 invitation or for there to
be such participation under applicable securities laws.  The distribution of
this announcement, the Tender Offer Memorandum and/or any other materials
relating to the Offer in certain jurisdictions may be restricted by law.
Persons into whose possession this announcement, the Tender Offer Memorandum
and/or any other materials relating to the Offer come(s) are required by each
of the Offeror, the Guarantor, the Dealer Managers and the Tender Agent to
inform themselves about, and to observe, any such restrictions.

Neither this announcement, the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or a solicitation of an offer
to sell Instruments (and tenders of Instruments in the Offer will not be
accepted from Holders) 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 their respective affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offer shall be deemed
to be made by such Dealer Manager or such affiliate, as the case may be, on
behalf of the Offeror in such jurisdiction.

No action has been or will be taken in any jurisdiction in relation to the New
Instruments that would permit a public offering of securities and the minimum
denomination of the New Instruments will be €100,000. Any investment
decision to purchase any New Instruments should be made solely on the basis of
the information contained in the Listing Particulars, as completed by the
Final Terms published following the pricing of the New Instruments, and no
reliance is to be placed on any representations other than those contained in
the Listing Particulars and such Final Terms.

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 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.  The Instruments 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 or to any U.S. Person.
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 or to any U.S. Person, and the Instruments cannot be tendered in
the Offer by any use, means, instrumentality or facility from or within or by
persons located or resident in the United States or by any U.S. Person.  Any
purported tender of Instruments in the Offer resulting directly or indirectly
from a violation of these restrictions will be invalid and any purported
tender of Instruments 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
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. Securities 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 Instruments 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 Holder participating in the Offer will represent that it is not a U.S.
Person and it is not located in the United States and it 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.

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, 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)), persons who are within Article 43 of
the Financial Promotion Order (which includes an existing creditor of the
Offeror and, therefore, includes the Holders) or any other persons to whom it
may otherwise lawfully be made under the Financial Promotion Order.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer has 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. Holders or beneficial owners of the Instruments that are located in
Italy may tender some or all of their Instruments 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
Instruments and/or the Offer.

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 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 or will be submitted for clearance to nor
approved by the Autorité des Marchés Financiers.

 

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