REG - Phoenix Group Hldgs - Tender Offers and New Issue

Phoenix groupAnnouncement

27/11/2023 08:30

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20231127:nRSa7456Ua&default-theme=true

RNS Number : 7456U  Phoenix Group Holdings PLC  27 November 2023

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (as defined in
regulation s under THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS (THE "UNITED STATES") OR in or into ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
ANNOUNCEMENT. SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW.

For Immediate Release

Phoenix Group Holdings plc

27 November 2023

 

 

Phoenix Group Holdings plc announces Tender Offers and New Issue

 

Phoenix Group Holdings plc (the "Company") announces that it is inviting
eligible holders (the "Noteholders") of its £428,113,000 6.625 per cent.
Subordinated Notes due 2025 (ISIN: XS1171593293) (the "Sterling Notes") and/or
its U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031 (ISIN:
XS2182954797) (the "U.S.$ Notes" and, together with the Sterling Notes, the
"Notes") to tender their Notes for purchase by the Company for cash up to a
maximum aggregate principal amount to be determined as set out below and as
more fully described in the tender offer memorandum dated 27 November 2023
(the "Tender Offer Memorandum") (each an "Offer" and together the "Offers").
The Company also announces its intention to issue new sterling-denominated
fixed rate reset tier 2 notes (the "New Notes").

 

The purpose of the Offers and the planned issuance of New Notes is, amongst
other things, to proactively manage the Company's expected redemption profile.
The Offers provide a liquidity event and (subject to the issue of the New
Notes) concurrent reinvestment opportunity for Noteholders.

 

 Description of the Notes                                   ISIN/                   Maturity Date     First Optional Redemption Date  Outstanding Principal Amount  Benchmark Security                                                           Fixed Spread       Purchase Yield                                                                  Purchase Price                                              Maximum Acceptance Amount*

Common Code
 £428,113,000 6.625 per cent. Subordinated Notes due 2025   XS1171593293/117159329  18 December 2025  Not Applicable                  £428,113,000                   3.5 per cent. UK Government Gilt due 22 October 2025 (ISIN: GB00BPCJD880)   +115 basis points  Annualised sum of the mid-market yield of the Benchmark Security and the Fixed  To be determined as set out in the Tender Offer Memorandum  Subject as set out in the Tender Offer Memorandum, an aggregate principal

                                                                                               Spread to be calculated at Pricing Time                                                                                                     amount of Notes expected to be equal to the aggregate principal amount of the
                                                                                                                                                                                                                                                                                                                                                                                                                New Notes

 U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031    XS2182954797/218295479  4 September 2031  4 June 2026                     U.S.$500,000,000              Not Applicable                                                               Not Applicable     Not Applicable                                                                  94.75 per cent.

 

* For the purposes of the Offers, the principal amount of the U.S.$ Notes
accepted for purchase pursuant to the relevant Offer (if any) will be
converted into pounds sterling at the U.S.$ FX Rate (as defined in the Tender
Offer Memorandum).

 

The Offers are made on the terms and subject to the conditions contained in
the Tender Offer Memorandum (as may be amended from time to time) prepared by
the Company in connection with the Offers, and is subject to the offer and
distribution 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.

 

Purchase Price and Accrued Interest Payment

 

In respect of Notes of each Series validly tendered and accepted for purchase
by the Company pursuant to the relevant Offer, the Company will pay for such
Notes, on the Settlement Date:

 

(i)    the relevant cash purchase price (in respect of each Series, the
"Purchase Price") expressed as a percentage of the principal amount thereof:

 

(a)   in the case of the Sterling Notes accepted for purchase by the Company
pursuant to the relevant Offer, to be determined at the Pricing Time by
reference to the annualised sum (the "Purchase Yield") of the Fixed Spread and
the Benchmark Security Rate; and

 

(b)   in the case of the U.S.$ Notes accepted for purchase by the Company
pursuant to the relevant Offer, equal to 94.75 per cent. of the principal
amount of the relevant U.S.$ Notes; and

 

(ii)   the relevant Accrued Interest Payment,

 

as further described in the Tender Offer Memorandum.

 

The final determination of the Purchase Price in respect of the Sterling Notes will be made in accordance with standard market convention (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), at or around 11:00 (London time) on the Business Day following the Expiration Deadline (the "Pricing Time"), such day expected to be 5 December 2023, and is intended to reflect a yield to maturity of the relevant Sterling Notes on the Settlement Date equal to the Purchase Yield. Specifically, the Purchase Price for the Sterling Notes will equal (a) the value of all remaining payments of principal and interest on the relevant Sterling Notes up to and including the maturity date for the relevant Sterling Notes, discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) the relevant Accrued Interest. The determination of the Purchase Price in respect of the Sterling Notes will, in the absence of manifest error, be final and binding on all parties.

Maximum Acceptance Amount

 

If the Company decides, in its sole and absolute discretion, to accept for
purchase any validly tendered Notes pursuant to the Offers, it will accept for
purchase one or more Series up to a maximum aggregate principal amount
expected to be equal to the aggregate principal amount of the New Notes (as
the same may be significantly increased or significantly decreased, the
"Maximum Acceptance Amount") on the terms and subject to the satisfaction or
waiver of the Financing Condition and the other conditions contained in the
Tender Offer Memorandum. For the purposes of the Offers, the principal amount
of the U.S.$ Notes accepted for purchase pursuant to the relevant Offer (if
any) will be converted into pounds sterling at the U.S.$ FX Rate (being
£1=U.S.$1.26000). The Company expects to announce the Maximum Acceptance
Amount as soon as practicable following the pricing of the New Notes. The
Company reserves the right, in its sole and absolute discretion, to
significantly increase or significantly decrease, or to waive, the Maximum
Acceptance Amount or to accept significantly more or less Notes than the
Maximum Acceptance Amount for any reason as set out in the Tender Offer
Memorandum.

 

Financing Condition

The Company intends to issue the New Notes, subject to market conditions. Whether or not the Company accepts for purchase any Notes validly tendered in the Offers and completes the Offers is subject, without limitation, to the successful issue (in the sole determination of the Company) of the New Notes (the "Financing Condition"). The Company reserves the right at any time to waive any or all of the conditions of the Offers (including the Financing Condition) as set out in the Tender Offer Memorandum.

Even if the Financing Condition is satisfied (or waived), the Company is not
under any obligation to accept for purchase any Notes tendered pursuant to the
Offers. The acceptance for purchase by the Company of Notes tendered pursuant
to the Offers is at the sole discretion of the Company and tenders may be
rejected by the Company for any reason. If the Company decides to accept
Sterling Notes for purchase, it shall be under no obligation to accept U.S.$
Notes for purchase and vice versa.

Priority in Allocation of the New Notes

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

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline and each Noteholder therefore should provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Notes for purchase pursuant to the Offers and the quantum of Notes that it intends to tender if it wishes to be eligible to receive such priority in the allocation of the New Notes on the terms and subject to the conditions set out in this Tender Offer Memorandum.

Priority of Acceptance in the Offers for Noteholders Allocated in New Notes

A Noteholder that subscribes for, and that is allocated, New Notes in addition
to tendering Notes for purchase pursuant to an Offer will receive (at the
Company's sole and absolute discretion) priority of acceptance (a "Priority
Acceptance") in the relevant Offer(s) through the use of an Acceptance Code
(as defined in the Tender Offer Memorandum), subject to satisfaction of the
conditions to the relevant Offer(s) (including the Financing Condition),
subject to the Maximum Acceptance Amount and as otherwise set out below. Such
priority will be given (at the Company's sole and absolute discretion) for an
aggregate principal amount of Notes (taken as an aggregate amount across both
Series) (such amount, a "Priority Acceptance Amount") equal to the aggregate
principal amount of New Notes subscribed for by, and allocated to, the
relevant Noteholder in the original distribution of the New Notes. In order to
determine the Priority Acceptance Amount for U.S.$ Notes, the relevant
aggregate principal amount of New Notes allocated to the relevant Holder (or
portion of such amount, as applicable) shall be converted into U.S.$ at the
U.S.$ FX Rate, and rounded down to the nearest U.S.$1,000. Priority of
acceptance shall apply to both the Sterling Notes and the U.S.$ Notes (on an
aggregated basis), and eligible Noteholders may elect to receive priority of
acceptance in respect of either their Sterling Notes, their U.S.$ Notes or a
combination thereof up to their respective Priority Acceptance Amount.

To receive Priority Acceptance, a Noteholder must follow the procedures
detailed in the Tender Offer Memorandum, including making an application to
subscribe for the New Notes to a Dealer Manager (in its capacity as joint lead
manager of the issue of the New Notes) in accordance with the standard new
issue procedures of the relevant Dealer Manager, and submitting a valid Tender
and Priority Acceptance Instruction including a valid Acceptance Code, as
further described in the Tender Offer Memorandum. To contact the Dealer
Managers to receive details of the process to obtain an Acceptance Code,
Noteholders should use the contact details in this announcement.

Noteholders that wish to tender Notes for purchase pursuant to the Offer(s)
but do not wish to subscribe for New Notes can submit a Tender Only
Instruction. Any Tender and Priority Acceptance Instruction that does not
correctly specify the details set out in the Tender Offer Memorandum will be
deemed to be a Tender Only Instruction and no Priority Acceptance will be
given in respect of such Tender Instruction.

A Noteholder that wishes to tender for purchase pursuant to the Offer(s) a
greater principal amount of Notes (on an aggregate basis taking into account
tenders from such Noteholder for both the Sterling Notes and the U.S.$ Notes)
than the principal amount of New Notes (converted in whole or in part into
U.S.$ at the U.S.$ FX Rate and such amount rounded down to the nearest
U.S.$1,000, if applicable) that it has subscribed for and is allocated must
complete separate (i) Tender and Priority Acceptance Instruction(s) for the
principal amount of Notes it wishes to tender for purchase and in respect of
which it has obtained Priority Acceptance and (ii) Tender Only Instruction(s),
for the additional Notes it wishes to tender for purchase (in excess of the
relevant Priority Acceptance Amount).

If any Noteholder that wishes to obtain Priority Acceptance submits a Tender
and Priority Acceptance Instruction or Tender and Priority Acceptance
Instructions that relate to a greater principal amount of Notes (on an
aggregate basis taking into account tenders for such Noteholder of both the
Sterling Notes and the U.S.$ Notes) than the principal amount of New Notes
(converted in whole or in part into U.S.$ at the U.S.$ FX Rate and rounded
down to the nearest U.S.$1,000, if applicable) it has subscribed for and is
allocated, the Company may, in its sole and absolute discretion, deem the
relevant Tender and Priority Acceptance Instruction or Tender and Priority
Acceptance Instructions to be Tender Only Instruction(s) in whole or in part
and determine the allocation between the Series of Notes of any Priority
Acceptance at its sole discretion. As such, in order to ensure that Priority
Acceptance is considered in line with a Noteholder's preferences when
acceptance of Notes is determined, it is essential that Noteholders do not
submit Tender and Priority Acceptance Instructions on an aggregate basis
(among both Series of Notes) in excess of their Priority Acceptance Amount,
and instead submit any excess amounts as separate Tender Only Instruction(s).

Series Acceptance Amounts

Subject to the requirement that all tenders of Notes which benefit from
Priority Acceptance shall be accepted before any tender of Notes for which no
Priority Acceptance is obtained (for either Series) are accepted, the Company
will determine the allocation of the principal amount accepted for purchase
pursuant to the Offers between the two Series in its sole and absolute
discretion, and reserves the right to accept significantly more or less (or
none) of the Notes of one Series as compared to the other Series (when the
relevant U.S.$ Notes are converted into pounds sterling at the U.S.$ FX Rate).
The aggregate principal amount of each Series accepted for purchase (if any),
which in each case shall be determined in the Company's sole discretion, will
be referred to as the applicable "Series Acceptance Amount".

Scaling of the Offers

The Company intends to accept Notes of each Series validly tendered pursuant
to Tender and Priority Acceptance Instructions in priority to Notes validly
tendered but in respect of which no Priority Acceptance is obtained. The
Company will not accept any Non-Priority Tendered Notes of either Series
unless it has accepted all Priority Tendered Notes (as defined in the Tender
Offer Memorandum) of both Series, although the Company reserves the right
(assuming the Company has accepted all Priority Tendered Notes of both Series
first) to accept significantly more or less (or none) of the Non-Priority
Tendered Notes of one Series as compared to the Non-Priority Tendered Notes of
the other Series (when the relevant U.S.$ Notes are converted into pounds
sterling at the U.S.$ FX Rate). If the Maximum Acceptance Amount and/or Series
Acceptance Amount(s) are exceeded, pro-ration may apply to Tender
Instructions, as detailed in the Tender Offer Memorandum.

Tender Instructions

In order to participate in, and be eligible to receive, the relevant Purchase
Price and the relevant Accrued Interest Payment pursuant to the relevant
Offer(s), Noteholders must validly tender their Notes by delivering, or
arranging to have delivered on their behalf, a valid Tender Instruction that
is received by the Tender Agent by 16:00 (London time) on 4 December 2023 (the
"Expiration Deadline").

Noteholders are advised to check with any bank, securities broker or other
Intermediary through which they hold Notes as to 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
applicable Offer by the deadlines specified below in this announcement and the
Tender Offer Memorandum. The deadlines set by any such Intermediary and each
Clearing System for the submission and withdrawal of Tender Instructions will
be earlier than the relevant deadlines specified below in this announcement
and the Tender Offer Memorandum.

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

The Tender Instruction should specify the aggregate principal amount of the
relevant Notes subject to such Tender Instruction. Tender Instructions must be
submitted in respect of a minimum principal amount of the relevant Notes of no
less than the relevant minimum denomination of the relevant Notes (in relation
to the Sterling Notes, being £100,000 and integral multiples of £1,000 in
excess thereof and in relation to the U.S.$ Notes, being U.S.$200,000 and
integral multiples of U.S.$1,000 in excess thereof).

When submitting a Tender Only Instruction via the relevant Clearing System, a
Noteholder (or the relevant Direct Participant on its behalf) must follow the
procedures described in the relevant Clearing System Notice as being
applicable to "Option 1 - Tender Only Instructions" and as otherwise set out
in the Tender Offer Memorandum.

When submitting a Tender and Priority Acceptance Instruction via the relevant
Clearing System, a Noteholder (or the relevant Direct Participant on its
behalf) must follow the procedures described in the relevant Clearing System
Notice as being applicable to "Option 2 - Tender and Priority Acceptance
Instructions" and as otherwise set out in the Tender Offer Memorandum, and
must include the details required as specified in the Tender Offer Memorandum.
Each Noteholder submitting such instruction through its Direct Participant,
will be deemed to consent to have the relevant Clearing System provide details
concerning such Noteholder's identity and details included in such instruction
to the Tender Agent (and for the Tender Agent to provide such details to the
Company and the Dealer Managers and their respective legal advisers).

The Company reserves the right in its sole discretion at any time to amend or
waive any or all of the conditions of the Offers as set out in the Tender
Offer Memorandum including, without limitation, the Financing Condition.

Expected Timetable of Events

The anticipated transaction timetable is summarised below:

 Events                                                                               Times and Dates
 Commencement of the Offers
 Announcement of the Offers and the New Issue. Tender Offer Memorandum                27 November 2023
 available (subject to the offer and distribution restrictions described
 therein) from the Tender Agent. Noteholders can obtain Acceptance Codes by
 contacting a Dealer Manager.
 Pricing of the New Notes
 Expected pricing of the New Notes.                                                   Expected to be prior to the Expiration Deadline
 Announcement of Maximum Acceptance Amount
 Announcement of the Maximum Acceptance Amount.                                       As soon as reasonably practicable following the pricing of the New Notes
 Expiration Deadline
 Final deadline for receipt of valid Tender Instructions by the Tender Agent in       16:00 (London time) on 4 December 2023
 order for Noteholders to be able to participate in the Offers (and be eligible
 for a Priority Acceptance if valid Tender and Priority Acceptance Instructions
 are submitted).
 Announcement of Indicative Results
 Announcement by the Company of a non-binding indication of the level at which        Prior to the Pricing Time on
 it expects to set each Series Acceptance Amount, and indicative details of any
5 December 2023
 pro rata scaling in the event that the Company decides to accept valid tenders
 of Notes of such Series pursuant to the relevant Offer and the Financing
 Condition is satisfied (or waived) on or prior to the Settlement Date.
 Pricing Time for Sterling Notes                                                      At or around 11:00 (London

 Determination of the Benchmark Security Rate, and calculation of the Purchase        time) on 5 December 2023
 Price for any Sterling Notes accepted for purchase, if the Company intends to
 accept any Sterling Notes for purchase pursuant to the relevant Offer.
 Announcement of the Final Results and Pricing
 Announcement of whether the Company will accept (subject to satisfaction or          As soon as reasonably practicable
 waiver of the Financing Condition on or prior to the Settlement Date) valid

 tenders of Notes for purchase pursuant to either or both of the Offers and, if       after the Pricing Time
 so accepted, (i) the Benchmark Security Rate, the Purchase Yield and the
 Purchase Price for the Sterling Notes accepted for purchase (if applicable),
 (ii) the Series Acceptance Amount in respect of each Series; and (iii) details
 of any pro rata scaling in respect of each Series.
 Expected Settlement Date
 Subject to satisfaction or waiver of the Financing Condition, payment of the         7 December 2023
 relevant Purchase Price and the relevant Accrued Interest Payment (as
 applicable) for Notes validly tendered and accepted for purchase.

The above times and dates are subject to the right of the Company to extend,
re-open, amend, and/or terminate either or both of the Offers (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 as to 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 applicable Offer by
the deadlines set out above. The deadlines set by any such Intermediary and
each Clearing System for the submission and withdrawal of Tender Instructions
will be earlier than the relevant deadlines specified above. Noteholders are
advised to read carefully the Tender Offer Memorandum for full details of, and
information on, the procedures for participating in, the Offer(s).

Phoenix Group Holdings plc has retained Banco Bilbao Vizcaya Argentaria, S.A.,
HSBC Bank plc, J.P. Morgan Securities plc, Merrill Lynch International and
NatWest Markets Plc to act as the Dealer Managers, and Kroll Issuer Services
Limited has been retained to act as Tender Agent for the Offers. The Dealer
Managers and the Tender Agent have been retained to act in such roles only in
respect of Offers made to Noteholders (as defined in the Tender Offer
Memorandum). For detailed terms of the Offers please refer to the Tender Offer
Memorandum which (subject to offer and distribution restrictions) can be
obtained from the Dealer Managers and the Tender Agent referred to below.

 

 

 DEALER MANAGERS

 Banco Bilbao Vizcaya Argentaria, S.A.           HSBC Bank plc

8 Canada Square
 44th Floor, One Canada Square

                                               London E14 5HQ
 London E14 5AA

                                               United Kingdom
 United Kingdom

                                               Telephone: +44 20 7992 6237
 Telephone: +44 207 397 6029 / 6061

                                               Email: LM_EMEA@hsbc.com
 Email: liabilitymanagement@bbva.com

                                               Attention: Liability Management, DCM
 Attention: Liability Management
 J.P. Morgan Securities plc                      Merrill Lynch International

                                               2 King Edward Street
 25 Bank Street

                                               London EC1A 1HQ
 Canary Wharf

                                               United Kingdom
 London E14 5JP

                                               Telephone: +44 20 7996 5420
 United Kingdom

                                               Email: DG.LM-EMEA@bofa.com
 Telephone: +44 20 7134 2468

                                               Attention: Liability Management Group
 Email: liability_management_EMEA@jpmorgan.com

 Attention: EMEA Liability Management Group

 NatWest Markets Plc
 250 Bishopsgate

 London EC2M 4AA

 United Kingdom

 Telephone: +44 20 7678 5222

 Email: NWMliabilitymanagement@natwestmarkets.com

 Attention: Liability Management

 TENDER AGENT
 Kroll Issuer Services Limited

 The Shard

 32 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: +44 20 7704 0880

 Attention: Jacek Kusion

 Email: phoenix@is.kroll.com (mailto:phoenix@is.kroll.com)

 Tender Offer Website: https://deals.is.kroll.com/phoenix
 (https://deals.is.kroll.com/phoenix)

 

 

REGULATORY INFORMATION AND DISCLAIMER

This announcement contains information that qualified or may have qualified as
inside information within the meaning of Article 7(1) 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 (as amended, the "EUWA").

The person responsible for arranging release of this announcement on behalf of
the Company is Kulbinder Dosanjh, Group Company Secretary. The Legal Entity
Identifier of the Offeror is: 2138001P49OLAEU33T68.

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 Noteholder is in any doubt as to the
content of the Tender Offer Memorandum, or is unsure of the impact of the
Offers or the action it should take, it is recommended to seek its own
financial, legal and any other advice, including in respect of any financial,
accounting, regulatory, legal and 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 or other nominee must contact
such entity if it wishes to tender Notes in the relevant Offer(s). None of the
Company, the Dealer Managers or the Tender Agent or any of their respective
directors, officers, employees, agents, advisers or affiliates makes any
recommendation whether Noteholders should tender Notes in the relevant
Offer(s) and none of the Company, the Dealer Managers or the Tender Agent nor
any of their respective directors, officers, employees, agents, advisers or
affiliates will have any liability or responsibility in respect thereto. None
of the Company, the Dealer Managers or the Tender Agent (or any of their
respective directors, officers, employees, agents, advisers or affiliates) is
providing any Noteholder with any legal, business, financial investment, tax
or other advice in the Tender Offer Memorandum. 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

 

Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in either of the Offers 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 and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law. Persons into whose possession
this announcement and/or the Tender Offer Memorandum comes are required by
each of the Company, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions.

 

No action has been or will be taken in any jurisdiction in relation to the New
Notes that would permit a public offering of securities. The minimum
denomination of the New Notes will be £100,000.

 

United States

 

The Offers are 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. This
includes, but is not limited to, facsimile transmission, electronic mail,
telex, telephone, the internet and other forms of electronic communication.
The Notes may not be tendered in the Offers by any such use, means,
instrumentality or facility from or within the United States or by persons
located or resident in the United States. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents or materials
relating to the 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 Notes 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. Any purported tender of Notes in the
Offers resulting directly or indirectly from a violation of these restrictions
will be invalid and any purported tender of Notes made by a person located in
the United States, by 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.

 

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 or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act. The New
Notes have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States,
and may not be offered, sold or delivered, directly or indirectly, in the
United States or to, or for the account or benefit of, U.S. Persons.

 

Each Noteholder participating in the Offers will represent that it is not a
U.S. Person, is not located in the United States and is not participating in
the Offers 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 Offers 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 and the Tender Offer Memorandum by the
Company and any other documents or materials relating to the Offers are 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 FSMA on
the basis that it is only directed at and may be communicated to (1) persons
who have professional experience in matters relating to investments, being
investment professionals (as defined in Article 19 of the Financial Services
and Markets 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order")); (2) persons who fall within Article 43 "high net worth companies,
unincorporated associations etc." of the Financial Promotion Order; or (3) any
other persons to whom these documents and/or materials may lawfully be
communicated under the Financial Promotion Order (such persons together being
the "Relevant Persons").

 

The Offers are only available to Relevant Persons and the transactions
contemplated herein and in the Tender Offer Memorandum will be available only
to, or engaged in only with, Relevant Persons, and this financial promotion
must not be relied or acted upon by persons other than Relevant Persons. The
documents and materials relating to the relevant Offer(s) and their contents
should not be distributed, published or reproduced (in whole or in part) or
disclosed by recipients to any other person in the United Kingdom.

 

France

 

The Offers are not being made, and this announcement, the Tender Offer
Memorandum and any other offering material 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
Regulation (EU) 2017/1129, as amended. Neither this announcement nor the
Tender Offer Memorandum have been, nor will they be, submitted for clearance
to nor approved by the Autorité des Marchés Financiers.

 

Belgium

 

Neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been or will be notified to, and
neither this announcement, the Tender Offer Memorandum nor any other documents
or materials relating to the Offers have been or will be approved by, the
Belgian Financial Services and Markets Authority (Autoriteit voor Financiële
Diensten en Markten/Autorité des Services et Marchés Financiers). The Offers
may therefore not be made in Belgium by way of a public takeover bid (openbaar
overnamebod/offre publique d'acquisition) as defined in Article 3 of the
Belgian law of 1 April 2007 on public takeover bids, as amended (the "Belgian
Takeover Law"), save in those circumstances where a private placement
exemption is available.

 

The Offers are conducted exclusively under applicable private placement
exemptions. The Offers may therefore not be advertised and the Offers will not
be extended, and neither this announcement, the Tender Offer Memorandum nor
any other documents or materials relating to the Offers have been or will be
distributed or made available, directly or indirectly, to any person in
Belgium other than (i) to qualified investors within the meaning of Article
2(e) of Regulation (EU) 2017/1129 and (ii) in any circumstances set out in
Article 6 §4 of the Belgian Takeover Law.

 

This announcement and the Tender Offer Memorandum have been issued for the
personal use of the above-mentioned qualified investors only and exclusively
for the purpose of the Offers. Accordingly, the information contained in this
announcement and the Tender Offer Memorandum may not be used for any other
purpose nor may it be disclosed to any other person in Belgium.

 

Italy

None of this announcement, the Offers, the Tender Offer Memorandum or any
other documents or materials relating to the Offers 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.
Noteholders or beneficial owners of the Notes that are located in Italy may
tender their Notes in the Offers through authorised persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Legislative Decree No. 58 of 24
February 1998, as amended, Commissione Nazionale per le Società e la Borsa
(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 Offers.

GENERAL

Neither this announcement nor the Tender Offer Memorandum constitutes an offer
to buy or the solicitation of an offer to sell Notes, and tenders of Notes for
purchase pursuant to the Offers will not be accepted from Holders in any
circumstances in which such offer or solicitation is unlawful.

NEW NOTES

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in (i) the base prospectus dated 30 June
2023 (the "Prospectus") prepared by the Company in respect of its
£5,000,000,000 Euro Medium Term Note Programme, as supplemented from time to
time and (ii) the final terms to be prepared in connection with the New Notes,
and no reliance is to be placed on any representations other than those
contained in the Prospectus and the final terms to be prepared in connection
with the New Notes. Noteholders who may wish to subscribe for New Notes should
carefully consider all of the information in the Prospectus and the final
terms to be prepared in connection with the New Notes including (but not
limited to) the risk factors therein.

For the avoidance of doubt, the ability to purchase any New Notes is subject
to all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions set out in the Prospectus and the final terms to be
prepared in connection with the New Notes). 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 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.

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

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

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes are not intended
to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European
Economic Area (the "EEA"). For these purposes, a "retail investor" means a
person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive
(EU) 2016/97 (the "Insurance Distribution Directive"), where that customer
would not qualify as a professional client as defined in point (10) of Article
4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation
(EU) 2017/1129.

Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling the
New Notes or otherwise making them available to retail investors in the EEA
has been prepared and therefore offering or selling the New Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under
the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes are not intended
to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the United Kingdom.
For these purposes, a "retail investor" means a person who is one (or more)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii)
a customer within the meaning of the provisions of the Financial Services and
Markets Act 2000, as amended (the "FSMA") and any rules or regulations made
under the FSMA to implement the Insurance Distribution Directive, where that
customer would not qualify as a professional client, as defined in point (8)
of Article 2(1) of UK MiFIR; or (iii) not a qualified investor as defined in
Article 2 of the Regulation (EU) 2017/1129 as it forms part of domestic law by
virtue of the EUWA.

Consequently, no key information document required by Regulation (EU) No
1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK
PRIIPs Regulation") for offering or selling the New Notes or otherwise making
them available to retail investors in the United Kingdom has been prepared and
therefore offering or selling the New Notes or otherwise making them available
to any retail investor in the United Kingdom may be unlawful under the UK
PRIIPs Regulation.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  TENGRBDBDUDDGXR