REG - Phoenix Group Hldgs - Tender Offers and New Issue

Phoenix groupAnnouncement

05/06/2024 07:30

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RNS Number : 1909R  Phoenix Group Holdings PLC  05 June 2024

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

5 June 2024

 

 

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 U.S.$750,000,000 Fixed Rate Reset
Perpetual Restricted Tier 1 Contingent Convertible Notes (of which
U.S.$750,000,000 remains outstanding) (ISIN: XS2106524262) (the "RT1 Notes")
and its U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031 (of which
U.S.$350,000,000 remains outstanding) (ISIN: XS2182954797) (the "Tier 2 Notes"
and, together with the RT1 Notes, the "Notes") to tender their outstanding
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 5 June 2024 (the "Tender Offer Memorandum")
(each an "Offer" and together the "Offers"). The Company also announces its
intention to issue new fixed rate reset perpetual restricted tier 1 contingent
convertible notes (the "New Notes"), subject to market conditions.

 

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  Current Coupon             Outstanding Principal Amount  Purchase Price     Maximum Acceptance Amount*                                                      Priority  Series Acceptance Amount

Common Code
 U.S.$750,000,000 Fixed Rate Reset Perpetual Restricted Tier 1 Contingent  XS2106524262/  Perpetual         29 January 2025                 5.625 per cent. per annum  U.S.$750,000,000              100.000 per cent.  Subject as set out in the Tender Offer Memorandum, an aggregate principal       1         An amount to be determined by the Company in its sole and absolute discretion,
 Convertible Notes
210652426                                                                                                                                   amount of Notes expected to be equal to the aggregate principal amount of the             but not exceeding the Maximum Acceptance Amount.
                                                                                                                                                                                                                        New Notes (as defined above)

 U.S.$500,000,000 Fixed Rate Reset Tier 2 Notes due 2031                   XS2182954797/  4 September 2031  4 June 2026                     4.750 per cent. per annum  U.S.$350,000,000              97.625 per cent.                                                                                   2         An amount to be determined by the Company in its sole and absolute discretion,

218295479                                                                                                                                                                                                                             but not exceeding the difference between (i) the Maximum Acceptance Amount and
                                                                                                                                                                                                                                                                                                                  (ii) the aggregate principal amount of RT1 Notes tendered and accepted for
                                                                                                                                                                                                                                                                                                                  purchase.*

 

* The Company reserves the right to increase or decrease the Maximum
Acceptance Amount at its sole and absolute discretion and may accept
significantly more or less of the Tier 2 Notes than the amount implied by the
difference between (i) the Maximum Acceptance Amount and (ii) the aggregate
principal amount of RT1 Notes tendered and accepted for purchase.

 

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
and equal to:

 

(a)   in the case of the RT1 Notes accepted for purchase by the Company
pursuant to the relevant Offer, 100.000 per cent. of the principal amount of
the relevant RT1 Notes; and

 

(b)   in the case of the Tier 2 Notes accepted for purchase by the Company
pursuant to the relevant Offer, 97.625 per cent. of the principal amount of
the relevant Tier 2 Notes; and

 

(ii)   the relevant Accrued Interest Payment,

 

as further described in the Tender Offer Memorandum.

 

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. If the Company decides to accept any Notes for
purchase pursuant to the Offers, it intends to accept validly tendered RT1
Notes for purchase in priority to validly tendered Tier 2 Notes, as described
in "-Series Acceptance Amounts, Scaling of Tenders" below.

 

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
amend or 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 RT1
Notes for purchase, it shall be under no obligation to accept Tier 2 Notes for
purchase.

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 and that have confirmed the amount of Notes
that they intend to tender. 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 Offering
Memorandum, 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 (together, the "Joint Lead Managers")) 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 U.S.$200,000).

All allocations of the New Notes, while being considered by the Company 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 Offers, such Notes will remain subject to such tender and the
conditions of the Offers as set out in the Tender Offer Memorandum
irrespective of whether that Noteholder receives all, part or none of any
allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Deadline 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 the Tender Offer Memorandum.

Priority of Acceptance in the Offers

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), which shall only be available
once pricing of the New Notes has taken place, subject to satisfaction of the
conditions to the relevant Offer(s) (including the Financing Condition), and
subject to the Maximum Acceptance Amount, the Company's intention to accept
any validly tendered RT1 Notes in priority to any validly tendered Tier 2
Notes, 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. Priority of acceptance shall apply to
both the RT1 Notes and the Tier 2 Notes (on an aggregated basis), and eligible
Noteholders may elect to receive priority of acceptance in respect of either
their RT1 Notes, their Tier 2 Notes or a combination thereof up to their
respective Priority Acceptance Amount, provided that if the Company decides to
accept any Notes for purchase pursuant to the Offers, the Company intends to
accept any validly tendered RT1 Notes (including those not benefitting from
Priority Acceptance) for purchase in priority to any validly tendered Tier 2
Notes (including those benefitting from Priority Acceptance) (see section
below "Series Acceptance Amounts, Scaling of Tenders").

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) 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 which shall only be available once
pricing of the New Notes has taken place, 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 RT1 Notes and the Tier 2 Notes) than
the principal amount of New Notes 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, using a unique Acceptance Code, that relate to a greater
principal amount of Notes (on an aggregate basis taking into account tenders
for such Noteholder of both the RT1 Notes and the Tier 2 Notes) than the
principal amount of New Notes it has subscribed for and is allocated, the
Company may, in its sole and absolute discretion, deem the relevant Tender and
Priority Acceptance Instruction(s) 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, Scaling of Tenders

If the Company decides to accept any Notes for purchase pursuant to the
Offers, the Company intends to accept any validly tendered RT1 Notes for
purchase in priority to any validly tendered Tier 2 Notes.

If the Company decides to accept any Notes for purchase pursuant to the Offer
in respect of the RT1 Notes (subject to the terms and conditions contained in
the Tender Offer Memorandum), the Company will accept for purchase any RT1
Notes that are validly tendered up to the Maximum Acceptance Amount.

The Company intends that the aggregate principal amount of the Tier 2 Notes
which it will accept for purchase (if any) (the "Tier 2 Notes Acceptance
Amount") will be an amount which will not exceed the: (i) the Maximum
Acceptance Amount less (ii) the aggregate principal amount of the RT1 Notes
purchased by the Company pursuant to the relevant Offer. The Company will
determine the Tier 2 Notes Acceptance Amount in its sole and absolute
discretion and reserves the right to increase or decrease the Maximum
Acceptance Amount at its sole and absolute discretion and/or set the Tier 2
Notes Acceptance Amount at an amount that is significantly higher or lower
than the amount implied by the difference between (i) the Maximum Acceptance
Amount and (ii) the aggregate principal amount of RT1 Notes tendered and
accepted for purchase.

If, in respect of either Series, the Company decides to accept any validly
tendered Notes of the relevant Series for purchase and the aggregate principal
amount of the Notes of the relevant Series validly tendered for purchase is
greater than the relevant Series Acceptance Amount, the Company intends to
accept (subject to satisfaction (or waiver) of the Financing Condition on or
prior to the Settlement Date):

(i)            any Notes of the relevant Series validly tendered
pursuant to valid Tender and Priority Acceptance Instructions (that are
eligible for Priority Acceptance) in priority to any Notes of the relevant
Series validly tendered but in respect of which no Priority Acceptance is
obtained; and

(ii)           (subject to (i) above) Notes of the relevant Series
for purchase on a pro rata basis such that the aggregate principal amount of
such Notes of the relevant Series accepted for purchase is no greater than the
relevant Series Acceptance Amount, as described below.

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. 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".

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 13 June 2024 (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 (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                5 June 2024
 available (subject to the offer and distribution restrictions described
 therein) from the Tender Agent.
 Pricing of the New Notes
 Expected pricing of the New Notes. Noteholders can obtain Acceptance Codes by        Expected to be prior to the Expiration Deadline
 contacting a Dealer Manager.
 Announcement of Maximum Acceptance Amount
 Announcement of the Maximum Acceptance Amount.                                       As soon as reasonably practicable following the pricing of the New Notes
 Settlement of the New Notes                                                          12 June 2024

 Expected settlement of the New Notes
 Expiration Deadline
 Final deadline for receipt of valid Tender Instructions by the Tender Agent in       16:00 (London time) on 13 June 2024
 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 the Results
 Announcement of whether the Company will accept (subject to satisfaction or          As soon as reasonably practicable on 14 June 2024
 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
 so accepted, (i) the Series Acceptance Amount in respect of each Series; and
 (ii) if applicable, details of any pro rata scaling in respect of any Notes.
 Expected Settlement Date of the Offers
 Subject to satisfaction or waiver of the Financing Condition, payment of the         18 June 2024
 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 relevant Offer(s)
before the deadlines set out above and in the Tender Offer Memorandum. The
deadlines set by any such Intermediary and each Clearing System for the
submission and 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 BNP Paribas, Citigroup Global Markets
Limited, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, J.P.
Morgan Securities plc and Mizuho International 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
 BNP Paribas                                     Citigroup Global Markets Limited

 10 Harewood Avenue                              Citigroup Centre

 London NW1 6AA                                  Canada Square

 United Kingdom                                  Canary Wharf

 Telephone: +44 20 7595 8668                     London E14 5LB

 Email: liability.management@bnpparibas.com      United Kingdom

 Attention: Liability Management Group           Telephone: +44 20 7986 8969

                                                 Email: liabilitymanagement.europe@citi.com

                                                 Attention: Liability Management Group
 Crédit Agricole Corporate and Investment Bank   HSBC Bank plc

 12, place des Etats-Unis                        8 Canada Square

 CS 70052                                        London E14 5HQ

 92547 Montrouge Cedex                           United Kingdom

 France                                          Telephone: +44 20 7992 6237

 Telephone: +44 20 7214 5733                     Email: LM_EMEA@hsbc.com

 Email: liability.management@ca-cib.com          Attention: Liability Management, DCM

 Attention: Liability Management
 J.P. Morgan Securities plc                      Mizuho International plc

 25 Bank Street                                  30 Old Bailey

 Canary Wharf                                    London EC4M 7AU

 London E14 5JP                                  United Kingdom

 United Kingdom                                  Telephone: +34 91 790 7559

 Telephone: +44 20 7134 2468                     Email: liabilitymanagement@uk.mizuho-sc.com

 Email: liability_management_EMEA@jpmorgan.com    Attention: Liability Management

 Attention: EMEA Liability Management Group

 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 such Notes pursuant to the Offers. 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 as to whether Noteholders should tender Notes
pursuant to the Offers 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 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 U.S.$200,000.

 

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 has been, nor will be, submitted for clearance to nor
approved by the Autorité des Marchés Financiers.

 

Belgium

 

Neither this announcement nor 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 nor 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 nor 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 Noteholders 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 the offering memorandum (the "Offering
Memorandum") to be prepared by the Company in respect of the New Notes, as
supplemented from time to time, and no reliance is to be placed on any
representations other than those contained in the Offering Memorandum. Subject
to compliance with all applicable securities laws and regulations, a
preliminary version of the Offering Memorandum dated 5 June 2024 (the
"Preliminary Offering Memorandum") is available from the Dealer Managers, in
their capacity as the Joint Lead Managers, on request. Noteholders who may
wish to subscribe for New Notes should carefully consider all of the
information in the Preliminary Offering Memorandum and (once published) the
Offering Memorandum, 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 Preliminary Offering Memorandum and (once
published) the Offering Memorandum). 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. The New 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.

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 both) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning of
Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that
customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II.

Consequently, no key information document required by Regulation (EU) No
1286/2014 (as amended, the "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 both)
of: (i) a retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; or
(ii) a customer within the meaning of the provisions of the Financial Services
and Markets Act 2000, as amended (the "FSMA") and any rules or regulations
made under the FSMA to implement the Insurance Distribution Directive, where
that customer would not qualify as a professional client, as defined in point
(8) of Article 2(1) of UK MiFIR.

Consequently, no key information document required by Regulation (EU) No
1286/2014 as it forms part of 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.

Prohibition on marketing and sales of the New Notes to retail investors

The New Notes are complex financial instruments. They are not a suitable or
appropriate investment for all investors, especially retail investors. In some
jurisdictions, regulatory authorities have adopted or published laws,
regulations or guidance with respect to the offer or sale of certain
securities with characteristics similar to the New Notes. Potential investors
in the New Notes should inform themselves of, and comply with, any applicable
laws, regulations or regulatory guidance with respect to any resale of the New
Notes (or any beneficial interests therein).

In the United Kingdom, the COBS requires, in summary, that certain securities
with characteristics similar to the New Notes should not be offered or sold to
retail clients (as defined in COBS 3.4 and each a "retail client") in the
United Kingdom.

In addition, in October 2018, the Hong Kong Monetary Authority issued guidance
on enhanced investor protection measures on the sale and distribution of debt
instruments with loss-absorption features (such as the New Notes) and related
products (the "HKMA Circular"). Under the HKMA Circular, debt instruments with
loss absorption features, being subject to the risk of being written-down or
converted to ordinary shares, and investment products that invest mainly in,
or whose returns are closely linked to the performance of such instruments,
are to be targeted in Hong Kong at professional investors (as defined in the
Securities and Futures Ordinance (Cap. 571) of Hong Kong (the "SFO") and any
subsidiary legislations or rules made under the SFO, "Professional Investors")
only and are generally not suitable for retail investors in either the primary
or secondary markets.

Potential investors should inform themselves of, and comply with, any
applicable laws, regulations or regulatory guidance with respect to any resale
of the securities described in the Preliminary Offering Memorandum or the
Offering Memorandum (or any beneficial interests therein), including COBS and
the HKMA Circular.

Investors in Hong Kong should not purchase the New Notes in the primary or
secondary markets unless they are Professional Investors and understand the
risks involved. The New Notes are generally not suitable for retail investors.

Each of the Dealer Managers (in its capacity as a Joint Lead Manager) is
required to comply with COBS (as if COBS 22.3 applies to the New Notes).

By purchasing, or making or accepting an offer to purchase, any New Notes (or
a beneficial interest therein) from the Company and/or any Joint Lead Manager,
each prospective investor is required to represent, warrant, agree with, and
undertake to, the Company and the Joint Lead Managers that:

(i)    it is not a retail client in the United Kingdom;

(ii)   if it is in Hong Kong, it is a Professional Investor; and

(iii)  whether or not it is subject to COBS or the HKMA Circular, it will
not:

1.     sell or offer the New Notes (or any beneficial interest therein) to
retail clients in the United Kingdom or retail investors in Hong Kong; or

2.     communicate (including the distribution of the Preliminary Offering
Memorandum or the Offering Memorandum) or approve an invitation or inducement
to participate in, acquire or underwrite the New Notes (or any beneficial
interests therein) where that communication, invitation or inducement is
addressed to or disseminated in such a way that it is likely to be received by
a retail client in the United Kingdom or any customer in Hong Kong who is not
a Professional Investor.

In selling or offering the New Notes or making or approving communications,
invitations or inducements relating to the New Notes, each prospective
investor may not rely on the limited exemptions set out in COBS (as if COBS
22.3 applies to the New Notes).

The obligations above are in addition to the need to comply at all times with
all other applicable laws, regulations and regulatory guidance (whether inside
or outside the EEA, the United Kingdom or Hong Kong) relating to the
promotion, offering, distribution and/or sale of the New Notes (or any
beneficial interest therein), whether or not specifically mentioned in the
Preliminary Offering Memorandum and (once published) the Offering Memorandum,
including (without limitation) any requirements under MiFID II, UK MiFIR, the
United Kingdom FCA Handbook, the HKMA Circular and/or any other applicable
laws, regulations and regulatory guidance relating to determining the
appropriateness and/or suitability of an investment in the New Notes (or any
beneficial interest therein) for investors in any relevant jurisdiction.

Where acting as agent on behalf of a disclosed or undisclosed client when
purchasing, or making or accepting an offer to purchase, any New Notes (or any
beneficial interest therein) from the Company and/or any of the Joint Lead
Managers, the foregoing representations, warranties, agreements and
undertakings will be given by and be binding on both the agent and its
underlying client(s).

The New Notes have and shall only be offered in conformity with the provisions
of the Offering Memorandum and the selling restrictions and, if applicable,
the exemption wording, contained therein.

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

 

 

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