REG - TSB Bank PLC TSB Banking Gp - Covered Bonds Tender Offer Launch Notice

Royal Bank of CanadaAnnouncement

06/09/2023 11:00

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RNS Number : 5585L  TSB Bank PLC  06 September 2023

 

TSB Bank plc announces tender offer for its £750,000,000 Series 2019-1
Floating Rate Covered Bonds due February 2024 up to an aggregate nominal
amount of up to £250,000,000

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, 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 OR
THE DISTRICT OF COLUMBIA (the United States) OR IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF 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 (EUWA).

 

6 September 2023.  TSB Bank plc (the Offeror) announces today its invitation
to holders of its £750,000,000 Series 2019-1 Floating Rate Covered Bonds due
February 2024 (ISIN: XS1951430138) (the Covered Bonds) to tender their Covered
Bonds for purchase by the Offeror for cash up to an aggregate nominal amount
of up to £250,000,000 (subject as provided in the Tender Offer Memorandum)
and subject to the satisfaction (or waiver) of the New Financing Condition (as
defined below) (the Offer).  The Offer is being made on the terms and subject
to the conditions contained in the tender offer memorandum dated 6 September
2023 (the Tender Offer Memorandum) prepared by the Offeror for the Offer, and
is subject to the offer restrictions set out below and as more fully described
in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution
restrictions) available from the Tender Agent as set out below. Capitalised
terms used in this announcement but not defined have the meanings given to
them in the Tender Offer Memorandum.

Summary of the Offer

 

 Description of the                                                         ISIN /                    Outstanding nominal amount  Purchase Price    Amount subject to the Offer

Common Code
 Covered Bonds
 £750,000,000 Series 2019-1 Floating Rate Covered Bonds due February 2024   XS1951430138 / 195143013  £750,000,000                100.33 per cent.  Subject as set out herein, an aggregate nominal amount of Covered Bonds of up
                                                                                                                                                    to £250,000,000

Rationale for the Offer

The Offeror is making the Offer in order to provide liquidity to the holders
of the Covered Bonds while optimising its funding and liquidity position. The
Offer also provides Covered Bondholders with an opportunity to sell their
Covered Bonds ahead of their maturity date and to receive, at the sole and
absolute discretion of the Offeror, priority in the allocation of the New
Covered Bonds (as defined below), subject to the issue of the New Covered
Bonds and such Covered Bondholder making a separate application for the
purchase of such New Covered Bonds to a Dealer Manager as described under
"Allocation of the New Covered Bonds" below.

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

Purchase Price and Accrued Interest

The Offeror will, on the Settlement Date, pay for Covered Bonds validly
tendered and accepted by it for purchase pursuant to the Offer a cash purchase
price equal to 100.33 per cent. of the nominal amount of such Covered Bonds
(the Purchase Price).

The Offeror will also pay an Accrued Interest Payment in respect of Covered
Bonds accepted for purchase pursuant to the Offer.

Final Acceptance Amount and Scaling

If the Offeror decides to accept any Covered Bonds for purchase pursuant to
the Offer, the Offeror proposes that the aggregate nominal amount of Covered
Bonds (if any) which it will accept for purchase pursuant to the Offer will be
up to £250,000,000 (the Target Acceptance Amount), although the Offeror
reserves the right, in its sole discretion, to accept significantly more or
significantly less than the Target Acceptance Amount for purchase pursuant to
the Offer (the final aggregate nominal amount of such Covered Bonds so
accepted for purchase being the Final Acceptance Amount).

If the Offeror decides to accept any validly tendered Covered Bonds for
purchase pursuant to the Offer and the aggregate nominal amount of the Covered
Bonds validly tendered for purchase is greater than the Final Acceptance
Amount, the Offeror intends to accept such Covered Bonds for purchase on a pro
rata basis such that the aggregate nominal amount of such Covered Bonds
accepted for purchase pursuant to the Offer is no greater than the Final
Acceptance Amount.

See "Further Information and Terms and Conditions - Scaling of Tenders" in the
Tender Offer Memorandum.

Announcement of results

The Offeror will announce, as soon as reasonably practicable on the Business
Day immediately following the Expiration Deadline, its decision of whether to
accept valid tenders of Covered Bonds pursuant to the Offer and, if so
accepted, the aggregate nominal amount of Covered Bonds tendered pursuant to
the Offer, the Final Acceptance Amount and (if applicable) the Scaling Factor
that will be applied to valid tenders of Covered Bonds.

New Covered Bonds Offering and New Financing Condition

Alongside the Offer, the Offeror has also announced today its intention,
subject to market conditions, to issue new sterling-denominated floating rate
covered bonds (the New Covered Bonds), irrevocably and unconditionally
guaranteed as to payments of interest and principal by TSB Covered Bonds LLP
(the LLP).

Whether the Offeror will purchase any Covered Bonds validly tendered in the
Offer is subject, without limitation, to the successful completion (in the
sole determination of the Offeror) of the issue of the New Covered Bonds (the
New Financing Condition), or the waiver of such condition.

Even if the New Financing Condition is satisfied, the Offeror is under no
obligation to accept for purchase any Covered Bonds validly tendered pursuant
to the Offer. The acceptance for purchase by the Offeror of Covered Bonds
validly tendered pursuant to the Offer is at the sole and absolute discretion
of the Offeror, and tenders may be rejected by the Offeror for any reason.

Any investment decision to purchase any New Covered Bonds should be made
solely on the basis of the information contained in (i) the prospectus dated
19 July 2023 prepared in connection with the £10 billion Global Covered Bond
Programme of the Offeror (the Programme Prospectus) and (ii) the final terms
to be prepared in connection with the New Covered Bonds, and no reliance is to
be placed on any representations other than those contained in the Programme
Prospectus.

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

The New Covered Bonds and the guarantee thereof have not been, 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 Covered Bonds or the guarantee thereof in the United
States or any other jurisdiction.  Securities may not be offered, sold or
delivered in the United States absent registration under, or an exemption from
the registration requirements of, the United States Securities Act of 1933, as
amended (the Securities Act).  The New Covered Bonds and the guarantee
thereof have not been, and will not be, registered under the Securities Act or
the securities laws of any state or other jurisdiction of the United States
and may not be offered, sold or delivered, directly or indirectly, within the
United States or to, or for the account or benefit of, U.S. Persons (as
defined in Regulation S of the Securities Act (each a U.S. Person)).

Compliance information for the New Covered Bonds:

MiFID II - professionals/ECPs-only / UK MiFIR - professionals/ECPs-only / No
PRIIPs or UK PRIIPs KID - Manufacturer target market (MiFID II/UK MiFIR
product governance) is eligible counterparties and professional clients only
(all distribution channels). No PRIIPs or UK PRIIPs key information document
(KID) has been or will be prepared. No sales to UK or EEA retail investors.
See the Programme Prospectus for further information.

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

Allocation of the New Covered Bonds

When considering allocation of the New Covered Bonds, the Offeror may give
preference to those Covered Bondholders that, prior to such allocation, have
validly tendered or have given a firm intention to any Dealer Manager that
they intend to tender their Covered Bonds for purchase pursuant to the Offer.
Therefore, a Covered Bondholder that wishes to subscribe for New Covered Bonds
in addition to tendering its existing Covered Bonds for purchase pursuant to
the Offer may be eligible to receive, at the sole and absolute discretion of
the Offeror, priority in the allocation of the New Covered Bonds, subject to
the issue of the New Covered Bonds and such Covered Bondholder making a
separate application for the purchase of such New Covered Bonds to a Dealer
Manager (in its capacity as a joint lead manager of the issue of the New
Covered Bonds) in accordance with the standard new issue procedures of such
Dealer Manager. Any such preference will, subject to the sole and absolute
discretion of the Offeror, be applicable up to the aggregate nominal amount of
Covered Bonds tendered by such Covered Bondholder (or in respect of which such
Covered Bondholder has indicated a firm intention to tender as described
above) pursuant to the Offer. However, the Offeror is not obliged to allocate
any New Covered Bonds to a Covered Bondholder that has validly tendered or
indicated a firm intention to tender its Covered Bonds for purchase pursuant
to the Offer and, if any such New Covered Bonds are allocated, the nominal
amount thereof may be less or more than the nominal amount of Covered Bonds
tendered by such Covered Bondholder and accepted for purchase by the Offeror
pursuant to the Offer. Any such allocation will also, among other factors,
take into account the minimum denomination of the New Covered Bonds (being
£100,000).

All allocations of the New Covered Bonds, while being considered by the
Offeror as set out above, will be made in accordance with customary new issue
allocation processes and procedures in the sole and absolute discretion of the
Offeror. In the event that a Covered Bondholder validly tenders Covered Bonds
pursuant to the Offer, such Covered Bonds will remain subject to such tender
and the conditions of the Offer as set out in the Tender Offer Memorandum
irrespective of whether that Covered Bondholder receives all, part or none of
any allocation of New Covered Bonds for which it has applied.

Covered Bondholders should note that the pricing and allocation of the New
Covered Bonds are expected to take place prior to the Expiration Deadline for
the Offer and any Covered Bondholder that wishes to subscribe for New Covered
Bonds in addition to tendering Covered Bonds for purchase pursuant to the
Offer should therefore provide, as soon as practicable, to any Dealer Manager
any indications of a firm intention to tender Covered Bonds for purchase
pursuant to the Offer and the quantum of Covered Bonds that it intends to
tender.

General

The Offer begins on 6 September 2023 (the Launch Date) and will expire at 4.00
p.m. (London Time) on 13 September 2023 (the Expiration Deadline), unless
extended, re-opened or terminated as provided in the Tender Offer
Memorandum.

In order to be eligible to receive the Purchase Price, Covered Bondholders
must validly tender their Covered Bonds by the Expiration Deadline, by
delivering, or arranging to have delivered on their behalf, a valid Tender
Instruction that is received by the Tender Agent by the Expiration Deadline.
The relevant deadline set by any intermediary or Clearing System will be
earlier than this deadline.

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.  Tender Instructions must be
submitted in respect of an aggregate nominal amount of at least the minimum
denomination in respect of the Covered Bonds (being £100,000), and may be
submitted in integral multiples of £1,000 thereafter.

Indicative Timetable for the Offer

 Events                                                                           Times and Dates

                                                                                  (all times are London Time)
 Launch Date                                                                      6 September 2023

 Offer announced and Tender Offer Memorandum available from the Tender Agent
 via the website https://deals.is.kroll.com/ (https://deals.is.kroll.com/tsb)
 tsb (https://deals.is.kroll.com/tsb)

 Notice of the Offer published via RNS
 Expiration Deadline                                                              4.00 p.m. on 13 September 2023

 Deadline for receipt by the Tender Agent of all Tender Instructions.
 Announcement of Results                                                          As soon as reasonably practicable on 14 September 2023

 Announcement by the Offeror of whether (subject to satisfaction (or waiver) of
 the New Financing Condition on or prior to the Settlement Date) it accepts for
 purchase Covered Bonds validly tendered in the Offer and, if so, the aggregate
 nominal amount of Covered Bonds tendered pursuant to the Offer, the Final
 Acceptance Amount and (if applicable) the Scaling Factor that will be applied
 to the validly tendered Covered Bonds.
 Settlement Date                                                                  Expected to be on 15 September 2023

 Subject to the satisfaction (or waiver) of the New Financing Condition,
 payment of the Purchase Price and the Accrued Interest Payment in respect of
 the Covered Bonds accepted for purchase pursuant to the Offer.

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

Covered Bondholders are advised to check with any bank, custodian, securities
broker or other intermediary through which they hold Covered Bonds when such
intermediary would need to receive instructions from a Covered Bondholder in
order for that Covered Bondholder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke their
instruction to participate in, the Offer before the deadlines specified above
and in the Tender Offer Memorandum. The deadlines set by any such intermediary
and each Clearing System for the submission and revocation of Tender
Instructions will be earlier than the relevant deadlines specified above and
in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offer will be
made by the Offeror by (i) publication through RNS and (ii) delivery of
notices to the Clearing Systems for communication to Direct Participants. Such
announcements may also be made on (a) the relevant Reuters Insider Screen
and/or (b) by the issue of a press release to a Notifying News Service. Copies
of all such announcements, press releases and notices can also be obtained
upon request from the Tender Agent, the contact details for which are set out
below. Significant delays may be experienced in respect of notices delivered
to the Clearing Systems and Covered Bondholders are urged to contact the
Tender Agent for the relevant announcements during the course of the Offer.

Further Information

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

Requests for information in relation to the Offer should be directed to:

 THE DEALER MANAGERS
 Banco de Sabadell, S.A.                            Lloyds Bank Corporate Markets plc

 Avenida Óscar Esplá 37                             10 Gresham Street

 03007, Alicante                                    London EC2V 7AE

 Spain                                              United Kingdom

                                                    Telephone: +44 7158 1726 / 1717

 Telephone: +34 91 540 26 95                        Attention: Liability Management

 Attention: Debt Capital Markets                    Email: lbcmliabilitymanagement@lloydsbanking.com

                                                  (mailto:lbcmliabilitymanagement@lloydsbanking.com)
 Email: martinezdemurguiay@bancsabadell.com
 NatWest Markets Plc                                Nomura International plc

 250 Bishopsgate                                    1 Angel Lane

 London EC2M 4AA                                    London EC4R 3AB

 United Kingdom                                     United Kingdom

 Telephone: +44 20 7678 5222                        Telephone: +44 20 7103 2410 / +44 20 7103 2454

 Attention: Liability Management                    Attention: Liability Management Group

 Email: NWMLiabilityManagement@NatWestMarkets.com   Email: liability.management@nomura.com

 RBC Europe Limited

 100 Bishopsgate

 London EC2N 4AA

 United Kingdom

 Telephone: +44 20 7029 7161

 Attention: Liability Management

 Email: liability.management@rbccm.com

Requests for information in relation to the procedures for tendering Covered
Bonds in, and for any documents or materials relating to, the Offer should be
directed to:

 THE 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: tsb@is.kroll.com

 Website: https://deals.is.kroll.com/ (https://deals.is.kroll.com/tsb) tsb
 (https://deals.is.kroll.com/tsb)

 

This announcement is made by TSB Bank plc and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of the Market Abuse Regulation (EU) 596/2014 as it forms part of UK
domestic law by virtue of the EUWA (UK MAR), encompassing information relating
to the Offer described above. For the purposes of UK MAR and the Implementing
Technical Standards, this announcement is made by Alison Straszewski,
Treasurer, at the Offeror.

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer
Memorandum.  This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offer.  Any Covered Bondholder who is in any doubt
as to the action it should take is recommended to seek its own financial,
regulatory and legal advice, including in respect of any tax consequences,
immediately from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser.  Any individual or company whose
Covered Bonds 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 Covered Bonds in the Offer. None of the Offeror, the LLP, the Dealer
Managers or the Tender Agent or any of their respective directors, employees,
officers, agents or affiliates expresses any opinion about the merits of the
Offer or makes any recommendation whether Covered Bondholders should tender
Covered Bonds in the Offer and no one has been authorised by the Offeror, the
LLP, the Dealer Managers or the Tender Agent to make any such recommendation.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement and/or the Tender Offer Memorandum come(s) are
required by each of the Offeror, the LLP, the Dealer Managers and the Tender
Agent to inform themselves about and to observe any such restrictions. Neither
this announcement nor the Tender Offer Memorandum constitutes an offer to buy
or the solicitation of an offer to sell Covered Bonds (and tenders of Covered
Bonds in the Offer will not be accepted from Covered Bondholders) in any
circumstances in which such offer or solicitation is unlawful.  In those
jurisdictions where the securities, blue sky or other laws require the Offer
to be made by a licensed broker or dealer and any Dealer Manager or any of its
affiliates is such a licensed broker or dealer in any such jurisdiction, the
Offer shall be deemed to be made on behalf of the Offeror by such Dealer
Manager or such affiliate (as the case may be) in such jurisdiction.

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

United States

The Offer is not being made, and will not be made, directly or indirectly, in
or into, or by use of the mails of, or by any means or instrumentality of
interstate or foreign commerce of, or of any facilities of a national
securities exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the internet
and other forms of electronic communication. The Covered Bonds may not be
tendered in the Offer by any such use, means, instrumentality or facility from
or within the United States or by persons located or resident in the United
States.  Accordingly, copies of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the Offer are not
being, and must not be, directly or indirectly, mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by
custodians, nominees or trustees) in or into the United States or to any
persons located or resident in the United States.  Any purported tender of
Covered Bonds in the Offer resulting directly or indirectly from a violation
of these restrictions will be invalid and any purported tender of Covered
Bonds made by a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will not be
accepted.

This announcement and the Tender Offer Memorandum are not 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
Covered Bonds have not been, and will not be, registered under the Securities
Act or the securities laws of any state or other jurisdiction of the United
States, and may not be offered, sold or delivered, directly or indirectly,
within the United States or to, or for the account or benefit of, U.S.
Persons.

Each holder of Covered Bonds participating in the Offer will represent that it
is not located in the United States and is not participating in the Offer from
the United States, or it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an order to
participate in the Offer from the United States. 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

This announcement and the Tender Offer Memorandum have been issued by TSB Bank
plc of Henry Duncan House, 120 George Street, Edinburgh EH2 4LH, United
Kingdom which is authorised by the Prudential Regulation Authority (the PRA)
of 20 Moorgate, London EC2R 6DA, United Kingdom and regulated by the Financial
Conduct Authority (the FCA) of 12 Endeavour Square, London E20 1JN, United
Kingdom and the PRA.  This announcement and the Tender Offer Memorandum are
only addressed to Covered Bondholders where they would (if they were clients
of the Offeror) be per se professional clients or per se eligible
counterparties of the Offeror within the meaning of the FCA rules. Neither
this announcement nor the Tender Offer Memorandum are addressed to or directed
at any persons who would be retail clients within the meaning of the FCA rules
and any such persons should not act or rely on it.  Recipients of this
announcement and/or the Tender Offer Memorandum should note that the Offeror
is acting on its own account in relation to the Offer and will not be
responsible to any other person for providing the protections which would be
afforded to clients of the Offeror or for providing advice in relation to the
Offer.

In addition, this announcement and the Tender Offer Memorandum and any other
documents or materials relating to the Offer are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
amended, the Financial Promotion Order)) or within Article 43 of the Financial
Promotion Order, or to any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.

Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other
document or materials relating to the Offer have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le Società e la
Borsa (CONSOB) pursuant to Italian laws and regulations. The Offer is being
carried out in Italy as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of 14 May 1999, as amended. Accordingly, Covered
Bondholders or beneficial owners of the Covered Bonds that are located in
Italy can tender Covered Bonds for purchase in the Offer through authorised
persons (such as investment firms, banks or financial intermediaries permitted
to conduct such activities in the Republic of Italy in accordance with the
Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and
in compliance with any other applicable laws and regulations and with any
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
Covered Bonds or the Offer.

France

The Offer is not being made, directly or indirectly, to the public in the
Republic of France (France). None of this announcement, the Tender Offer
Memorandum or any other document or material relating to the Offer have only
been and shall only be distributed in France to qualified investors as defined
in Article 2(e) of Regulation (EU) 2017/1129, as amended.  Neither this
announcement nor the Tender Offer Memorandum have been or will be submitted
for clearance to nor approved by the Autorité des Marchés Financiers.

 

 

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