REG - Sampo PLC - Tender Offer

Sampo OyjAnnouncement

31/08/2022 08:45

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RNS Number : 7363X  Sampo PLC  31 August 2022

NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, 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 OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT

31 August 2022

Sampo plc announces a cash tender offer in respect of its outstanding EUR
500,000,000 1.625 per cent. Notes due 21 February 2028, EUR 500,000,000 2.250
per cent. Notes due 27 September 2030, EUR 500,000,000 1.250 per cent. Notes
due 30 May 2025 and EUR 750,000,000 1.00 per cent. Notes due 18 September 2023

This announcement is released by Sampo plc and contains information that
qualified or may have qualified as inside information for the purposes of
Article 7 of Regulation (EU) No. 596/2014 on market abuse as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018, as amended ("UK MAR"), encompassing information relating to the 2028
Notes, the 2030 Notes, the 2025 Notes and the 2023 Notes described above (each
as defined below). For the purposes of UK MAR and Article 2 of the Commission
Implementing Regulation (EU) 2016/1055 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018, as amended, this
announcement is made by Sami Taipalus, the Head of Investor Relations of Sampo
plc.

Sampo plc (the "Issuer") today announces an invitation to holders of its
outstanding EUR 500,000,000 1.625 per cent. Notes due 21 February 2028 (ISIN:
XS1775786574) (the "2028 Notes"), EUR 500,000,000 2.250 per cent. Notes due 27
September 2030 (ISIN: XS1888184121) (the "2030 Notes"), EUR 500,000,000 1.250
per cent. Notes due 30 May 2025 (ISIN: XS1622193750) (the "2025 Notes") and
EUR 750,000,000 1.00 per cent. Notes due 18 September 2023 (ISIN:
XS1520733301) (the "2023 Notes") (together, the "Securities" and each series
of Securities, a "Series") to (i) tender any and all of their 2028 Notes, and
(ii) to tender their 2030 Notes, 2025 Notes and 2023 Notes up to (subject as
set out herein) an aggregate principal amount of the EUR 500,000,000 less the
aggregate principal amount of the 2028 Notes validly tendered and accepted for
purchase, subject to the Acceptance Priority Levels set out herein.

Such invitations (the "Tender Offers") are made on the terms and subject to
the conditions contained in the tender offer memorandum dated 31 August 2022
(the "Tender Offer Memorandum") prepared by the Issuer, and are subject to the
offer and distribution restrictions set out below and as more fully described
in the Tender Offer Memorandum.  Capitalised terms used and not otherwise
defined in this announcement have the meanings given thereto in the Tender
Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to the offer and
distribution restrictions set out below) available from the Tender Agent, the
contact details for which are set out below.

Rationale for the Tender Offers

The Tender Offers are being made as part of the Issuer's commitment to
actively manage its balance sheet.  The purpose of the Tender Offers is to
pro-actively manage the Issuer's upcoming redemptions and to reduce gross
debt.  The Issuer intends to cancel all of the Securities acquired pursuant
to the Tender Offers. Securities which have not been validly submitted and
accepted for purchase pursuant to the Tender Offers will remain outstanding on
their existing terms.

The Tender Offers

The Issuer will purchase the Securities validly tendered and accepted by it
pursuant to the relevant Tender Offer for cash at the relevant Tender Price as
described in further detail in the Tender Offer Memorandum and below, together
with an amount equal to accrued and unpaid interest on such Securities from
and including the most recent interest payment date to but excluding the
Settlement Date:

 Acceptance Priority Level  Description of the Securities                               ISIN          Aggregate Principal Amount outstanding  First Optional Call Date  Maturity Date     Tender Price                       Interpolated Mid-Swap Rate             Fixed Purchase Spread  Amount subject to

                                                                                                                                                                                                                                                                                           the relevant Tender Offer
 Any and all Securities
 N/A                        EUR 500,000,000 1.625 per cent. Notes due 21 February 2028  XS1775786574  EUR 500,000,000                         21 November 2027          21 February 2028  As determined on the Pricing Date  2028 Notes Interpolated Mid-Swap Rate  0 bps                  Any and all

 

 Capped Tender Offer Securities
 1  EUR 500,000,000 2.250 per cent. Notes due 27 September 2030  XS1888184121  EUR 500,000,000  27 June 2030  27 September 2030  As determined on the Pricing Date  2030 Notes Interpolated Mid-Swap Rate  +20 bps  Up to an aggregate principal amount of EUR 500,000,000 less the aggregate

                                                                                                                                                                                                               principal amount of the 2028 Notes validly tendered and accepted for purchase
                                                                                                                                                                                                                    in accordance with the Acceptance Priority Levels herein

 2  EUR 500,000,000 1.250 per cent. Notes due 30 May 2025        XS1622193750  EUR 269,904,000  1 March 2025  30 May 2025        As determined on the Pricing Date  2025 Notes Interpolated Mid-Swap Rate  -40 bps

 3  EUR 750,000,000 1.00 per cent. Notes due 18 September 2023   XS1520733301  EUR 428,686,000  N/A           18 September 2023  100.100%                           N/A                                    N/A

Tender Price

The Issuer will pay for each Series of Securities validly tendered and
accepted by it for purchase pursuant to the Tender Offers a price (each, a
"Tender Price") to be determined (other than in respect of the 2023 Notes) at
the Pricing Time on the Pricing Date in the manner described in the Tender
Offer Memorandum by reference to:

(i)      in respect of the 2025 Notes the sum (such sum, the "2025 Notes
Fixed Purchase Yield") of (i) the 2025 Notes Fixed Purchase Spread and (ii)
the 2025 Notes Interpolated Mid-Swap Rate;

(ii)     in respect of the 2028 Notes the sum (such sum, the "2028 Notes
Fixed Purchase Yield") of (i) the 2028 Notes Fixed Purchase Spread and (ii)
the 2028 Notes Interpolated Mid-Swap Rate; and

(iii)    in respect of the 2030 Notes the sum (such sum, the "2030 Notes
Fixed Purchase Yield") of (i) the 2030 Notes Fixed Purchase Spread and (ii)
the 2030 Notes Interpolated Mid-Swap Rate.

Each such Tender Price will be determined in accordance with market convention
and expressed as a percentage of the principal amount of Securities of the
relevant Series accepted for purchase pursuant to the relevant Tender Offer
rounded to the nearest 0.001 per cent. (with 0.0005 per cent rounded upwards).
Specifically, the Tender Price applicable to Securities of a particular Series
(other than the 2023 Notes) will equal (a) the value of all remaining payments
of principal and interest on the relevant Series up to and including either
the Maturity Date of the relevant Series or the First Optional Call Date of
the relevant Series, as applicable, assuming all outstanding Securities of the
relevant Series are redeemed at their principal amount on such date,
discounted to the Settlement Date at a discount rate equal to the relevant
Tender Yield, minus (b) Accrued Interest for such Series.

For the 2030 Notes, the 2028 Notes and the 2025 Notes, the calculation of the
Tender Price will be as set out below:

(a)     in respect of the 2028 Notes and the 2025 Notes, if the relevant
Tender Yield calculated to the First Optional Call Date of such Series as
determined in accordance with the Tender Offer Memorandum and standard market
practice is less than the contractual rate of interest for the relevant
Series, then the relevant Tender Price for such Securities will be calculated
based on the First Optional Call Date of such Series, assuming the principal
amount were to be repaid on such First Optional Call Date, and using the
Tender Yield calculated to the relevant First Optional Call Date as the
applicable Tender Yield;

(b)     in respect of the 2028 Notes and the 2025 Notes, if the relevant
Tender Yield calculated to the Maturity Date of such Series as determined in
accordance with the Tender Offer Memorandum and standard market practice is
greater than or equal to the contractual rate of interest of the relevant
Series, then the Tender Price for such Securities will be calculated based on
the Maturity Date of such Securities using the Tender Yield calculated to the
Maturity Date as the applicable Tender Yield;

(c)     in respect of the 2028 Notes and the 2025 Notes, where both (a)
and (b) above apply as a result of the calculation of the Interpolated
Mid-Swap Rate, the Tender Price for such Securities will be calculated based
on the Maturity Date of such Securities using the Tender Yield calculated to
the relevant Maturity Date as the applicable Tender Yield; and

(d)     in respect of the 2030 Notes, (i) if the Tender Yield as
determined in accordance with the Tender Offer Memorandum is less than the
contractual rate of interest for such Series, then the Tender Price for such
Securities will be calculated based on the First Optional Call Date of such
Series, assuming the principal amount were to be repaid on such First Optional
Call Date, or (ii) if the Tender Yield as determined in accordance with the
Tender Offer Memorandum is greater than or equal to the contractual rate of
interest of such Series, then the Tender Price for such Securities will be
calculated based on the Maturity Date of such Securities.

In respect of the 2023 Notes the Tender Price will be 100.100 per cent.

Tender Consideration

The Tender Consideration payable by the Issuer to each Securityholder in
respect of each Series of Securities validly tendered and accepted by the
Issuer pursuant to the Tender Offers will be an amount in cash equal to the
sum (rounded to the nearest €0.01, with €0.005 being rounded upwards) of:

(i)      the product of (i) the aggregate principal amount of the
Securities of such Series accepted for purchase by the Issuer from such
Securityholder pursuant to the relevant Tender Offers and (ii) the relevant
Tender Price; plus

(ii)     the Accrued Interest Amount in respect of such Securities.

Tender Priority

If the Issuer decides to accept any Securities for purchase, the Issuer
currently proposes to accept for purchase pursuant to the Tender Offers (i)
any and all of the 2028 Notes and (ii) all or part of the 2030 Notes, the 2025
Notes and the 2023 Notes validly tendered for purchase, such that the
aggregate principal amount of the 2030 Notes, the 2025 Notes and the 2023
Notes accepted for purchase shall not (when aggregated with the aggregate
principal amount of the 2028 Notes to be accepted for purchase) exceed EUR
500,000,000. If the aggregate principal amount of the 2030 Notes, the 2025
Notes and the 2023 Notes validly tendered exceeds the Final Acceptance Amount,
the Issuer will accept for purchase, in accordance with their Acceptance
Priority Levels, with one (1) being the highest Acceptance Priority Level and
three (3) being the lowest, only such portion of such Securities that does not
result in the aggregate principal amount of Securities purchased exceeding the
Final Acceptance Amount, as such amount may be increased, decreased or
otherwise amended by the Issuer in its sole discretion.

The Issuer does not intend to accept (i) any valid tenders of 2025 Notes with
an Acceptance Priority Level of 2 unless it has accepted all valid tenders of
2030 Notes with an Acceptance Priority Level of 1 in full with no pro rata
scaling, and (iii) any valid tenders of 2023 Notes with an Acceptance Priority
Level of 3 unless it has accepted all valid tenders of 2030 Notes with an
Acceptance Priority Level of 1 and all valid tenders of 2025 Notes with an
Acceptance Priority Level of 2 in full with no pro rata scaling.

In the case of the 2030 Notes, the 2025 Notes or the 2023 Notes, as
applicable, if the Issuer decides to accept any validly tendered Securities of
such Series for purchase pursuant to the relevant Tender Offer and the
aggregate principal amount of the relevant Series validly tendered for
purchase is greater than the aggregate principal amount of such Series that
the Issuer decides to accept for purchase in accordance with the Acceptance
Priority Levels, the Issuer intends to accept such Securities for purchase on
a pro rata basis as further described in the Tender Offer Memorandum.

The Issuer is not under any obligation to accept any valid Offers to Sell by
Securityholders.

Securities in respect of which the Issuer has not accepted an Offer to Sell
(including where such non-acceptance is as a result of pro-ration) will remain
outstanding subject to the terms and conditions of such Securities and will be
unblocked in the respective Clearing System as soon as possible after the
Settlement Date.

Each acceptance of an Offer to Sell shall become effective through settlement
without any further notification of such acceptance to the respective
Securityholders, and the respective Securityholders waive any such separate
notification of acceptance by transmitting the Electronic Instruction Notice.

Participating in the Tender Offers

To tender Securities for purchase pursuant to the relevant Tender Offer, a
Securityholder who is eligible to participate in the relevant Tender Offer
(each a "Qualifying Holder") should deliver, or arrange to have delivered on
its behalf, via Euroclear Bank SA/NV or Clearstream Banking S.A. (the
"Clearing Systems") and in accordance with the requirements of such Clearing
System, a valid Electronic Instruction Notice that is received by the Tender
Agent by the Expiration Time.  Electronic Instruction Notices must be
submitted in respect of a principal amount of Securities of the relevant
Series of no less than the Minimum Denomination (including after any pro rata
scaling, if applicable).

A separate Electronic Instruction Notice must be completed on behalf of each
beneficial owner of Securities of each such Series and, if a beneficial owner
has a holding of Securities of more than one of these Series, in respect of
its holding of Securities of each such Series.

The receipt of such Electronic Instruction Notice by the relevant Clearing
System will result in the blocking of the relevant Securities in the
Securityholder's account with the relevant Clearing System so that no
transfers may be effected in relation to such Securities.

Electronic Instruction Notices are irrevocable except in the limited
circumstances described in "Termination and Amendment" in the Tender Offer
Memorandum.

By submitting a valid Electronic Instruction Notice, a Securityholder and any
Direct Participant submitting such Electronic Instruction Notice on such
Securityholder's behalf shall be deemed to make and give certain agreements,
acknowledgements, representations, warranties and undertakings to the Issuer,
the Dealer Managers and the Tender Agent - see "Procedure for submitting
Offers to Sell - Agreements, acknowledgements, representations, warranties and
undertakings by Securityholders" in the Tender Offer Memorandum.

For further information with respect to submitting Electronic Instruction
Notices, see "Procedure for submitting Offers to Sell" in the Tender Offer
Memorandum.

Prior to making a decision as to whether to participate in the relevant Tender
Offer, Securityholders should carefully consider all of the information in the
Tender Offer Memorandum, including the section entitled "Risk Factors and
other Considerations".

Indicative Timetable of Events

Please note the following important dates and times relating to the Tender
Offers.  Each is indicative only and is subject to change as a result of any
extension, termination, withdrawal or amendment as set out in the Tender Offer
Memorandum.

 Events                                                                           Times and Dates
 Commencement of the Tender Offers                                                31 August 2022
 Notice of the Tender Offers published on a Notifying News Service and through
 RNS and distributed via the Clearing Systems.
 Tender Offer Memorandum made available by the Tender Agent to Qualifying
 Holders upon request.
 Expiration Time                                                                  5.00 pm Central European time on 8 September 2022
 Deadline for receipt by the Tender Agent of Electronic Instruction Notices.
 Announcement of indicative results and indicative Scaling Factor (if any)        As soon as practicable on 9 September 2022

 A non-binding announcement by the Issuer of whether or not it intends to
 accept valid tenders of Securities pursuant to the Tender Offers and if so
 accepted (i) the indicative principal amount of each Series of Securities it
 intends to accept pursuant to the Tender Offers; and (ii) any indicative
 Scaling Factor (in respect of the 2030 Notes, the 2025 Notes or the 2023
 Notes, if applicable).
                                                                                  At or around 2.00 pm Central European time on 9 September 2022

 Pricing Time and Pricing Date
 Determination of the Interpolated Mid-Swap Rate and Tender Yield in respect of
 each of the 2025 Notes, the 2028 Notes and the 2030 Notes and the Tender Price
 for each Series of Securities (other than the 2023 Notes).
 Announcement of the final results and pricing of the Tender Offers               As soon as practicable after the Pricing Time on the Pricing Date
 Details of whether the Issuer will accept valid tenders of Securities pursuant
 to all or any of the Tender Offers and, if so accepted, (i) the Final
 Acceptance Amount and, in respect of each Series of Securities so accepted,
 the aggregate principal amount of Securities of the relevant Series accepted,
 including details of any Scaling Factor (in respect of the 2030 Notes, the
 2025 Notes or the 2023 Notes, if applicable) and the relevant Tender Price,
 and (ii) in respect of the 2025 Notes, the 2028 Notes and the 2030 Notes, the
 respective Tender Yield and the Interpolated Mid-Swap Rates, will be
 distributed via the Clearing Systems and published by way of announcement on a
 Notifying News Service and through RNS.
 Tender Offers Settlement Date                                                    Expected to be 12 September 2022
 Expected settlement of the Tender Offers by payment of the Tender
 Consideration in respect of Securities accepted for purchase.

Qualifying Holders are advised to check with any Intermediary through which
they hold their Securities whether such Intermediary would require receiving
instructions to participate in, or withdraw their instruction to participate
in, any Tender Offer prior to the deadlines set out above.  The deadlines set
by each Clearing System for the submission of Electronic Instruction Notices
will be earlier than the relevant deadlines above, in which case Qualifying
Holders should follow those earlier deadlines.

Announcements

All announcements made by the Issuer in relation to the Tender Offers will be
made public through (i) RNS, (ii) a Notifying News Service and (iii) the
Clearing Systems. Significant delays may be experienced where notices are
delivered through the Clearing Systems, and Qualifying Holders are urged to
contact the Tender Agent at the telephone numbers specified in this
announcement for the relevant announcements during the Tender Offer Period.
 All announcements will be made available upon release at the offices of the
Tender Agent.

Contact information

Citigroup Global Markets Limited and Nordea Bank Abp are acting as Dealer
Managers for the Tender Offers and Kroll Issuer Services Limited is acting as
Tender Agent.

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

 THE DEALER MANAGERS
                                                Nordea Bank Abp

 Citigroup Global Markets Limited               Satamaradankatu 5

FI-00020 Helsinki
 Citigroup Centre
Finland

 Canada Square Canary Wharf                     Email: nordealiabilitymanagement@nordea.com

                                              (mailto:nordealiabilitymanagement@nordea.com)
 London E14 5LB

                                              Telephone: +45 61360379
 United Kingdom

                                              Attention: Nordea Liability Management

 Email: liabilitymanagement.europe@citi.com
 (mailto:liabilitymanagement.europe@citi.com)

 Telephone: +44 20 7986 8969

 Attention: Liability Management Group

Questions and requests for assistance in connection with the delivery of
Offers to Sell, and requests for documents, may be directed to the Tender
Agent:

 TENDER AGENT
 Kroll Issuer Services Limited

 The Shard

 32 London Bridge Street

 London SE1 9SG

 Telephone: +44 20 7704 0880

 Attention: Owen Morris

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

 Website: https://deals.is.kroll.com/sampo

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 Tender Offers.  If any Securityholder is in any
doubt as to the contents of the Tender Offer Memorandum or the action it
should take, it is recommended to seek its own financial advice, including in
respect of any tax consequences, from its stockbroker, bank manager,
solicitor, tax advisor, accountant or other appropriately authorised
independent financial adviser.  Any individual or company whose Securities
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 Securities
pursuant to the relevant Tender Offer.  None of the Issuer, the Dealer
Managers or the Tender Agent or any of their respective directors, employees
or affiliates expresses any opinion about the terms or merits of the Tender
Offers or makes any recommendation whether Securityholders should tender
Securities pursuant to the Tender Offers, and the Dealer Managers and the
Tender Agent and their respective directors, employees and affiliates do not
accept any responsibility for the accuracy or completeness of the information
contained in this announcement or the Tender Offer Memorandum including
(without limitation) information concerning the Issuer or its subsidiaries and
affiliates or for any failure by the Issuer to disclose events that may have
occurred and may affect the significance or accuracy of such information.

OFFER AND DISTRIBUTION RESTRICTIONS: 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 Issuer, 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 a solicitation of an offer to sell the
Securities (and tenders of Securities in the Tender Offers will not be
accepted from Securityholders) in any circumstances in which such offer or
solicitation is unlawful.  In those jurisdictions where the securities, blue
sky or other laws require the Tender Offers to be made by a licensed broker or
dealer and any Dealer Manager or any of the Dealer Managers' affiliates is
such a licensed broker or dealer in any such jurisdiction, the relevant Tender
Offer shall be deemed to be made by such Dealer Manager or such affiliate, as
the case may be, on behalf of the Issuer in such jurisdiction.

In addition to the representations referred to below in respect of the United
States, each holder of Securities participating in the Tender Offers will also
be deemed to give certain representations in respect of the other
jurisdictions referred to below and generally as set out in the Tender Offer
Memorandum.  Any tender of Securities for purchase pursuant to the relevant
Tender Offer from a Securityholder that is unable to make these
representations will not be accepted.  Each of the Issuer, the Dealer
Managers and the Tender Agent reserves the right, in its absolute discretion,
to investigate, in relation to any tender of Securities for purchase pursuant
to the relevant Tender Offer, whether any such representation given by a
Securityholder is correct and, if such investigation is undertaken and as a
result the Issuer determines (for any reason) that such representation is not
correct, such tender shall not be accepted.

UNITED STATES: The Tender 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. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Securities may not
be tendered in the Tender 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 and the Tender Offer Memorandum and
any other documents or materials relating to the Tender 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 any persons located
or resident in the United States.  Any purported tender of Securities in the
Tender Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Securities made by a
person located or resident 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.

Each Securityholder participating in the Tender Offers will represent that it
is not located in the United States and it is not participating in the Tender
Offers from the United States or it is acting on a non-discretionary basis for
a principal that is located outside the United States and that it is not
giving an order to participate in the Tender Offers from the United States.
 For the purposes of this and the above paragraph, "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 North
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 and any other documents or materials relating to the Tender Offers
is not being made, and such documents and/or materials have not been approved,
by an authorised person for the purposes of section 21(1) of the Financial
Services and Markets Act 2000, as amended (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(1) of the 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(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "FPO"); (2) persons who are
Securityholders or who fall within Article 43(2) of the FPO; or (3) any other
persons to whom these documents and/or materials may lawfully be communicated.
 Any investment or investment activity to which this announcement or the
Tender Offer Memorandum relates is available only to such persons or will be
engaged only with such persons and other persons should not rely on it.

FRANCE: The Tender Offers are not being made, directly or indirectly, to the
public in the Republic of France ("France") and this announcement, the Tender
Offer Memorandum and any other document or material relating to the Tender
Offers have not been distributed in France, except to qualified investors as
defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended) and referred
to in Article L411-2 1° of the French Code monétaire et financier. This
announcement and the Tender Offer Memorandum have not been and will not be
submitted for clearance to nor approved by the Autorité des marches
financiers.

ITALY: None of this announcement, the Tender Offers, the Tender Offer
Memorandum and any other documents or material relating to the Tender Offers
has been or will be submitted to the clearance procedures of the Commissione
Nazionale per le Società e la Borsa ("CONSOB"), pursuant to applicable
Italian laws and regulations.

The Tender Offers are being carried out in the Republic of Italy ("Italy") as
exempted offers 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, holders or beneficial owners of the Securities that are located
in Italy may tender their Securities in the relevant Tender Offer through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance
with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February
2018, as amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws and
regulations or with requirements imposed by CONSOB or any other Italian
authority.

Each intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Securities or the Tender Offers.

FINLAND: The Tender Offers are not being made and will not be made to any
person (a "Finnish Natural Person") who is a natural person or estate of a
deceased person that is resident in Finland for tax purposes.

 

 

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