REG - Morgan StanleyEurope - Stabilisation Notice

Sumitomo Mitsui FinancialAnnouncement

22/03/2022 10:30

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RNS Number : 5872F  Morgan Stanley Europe SE  22 March 2022

 

22 March 2022

Not for distribution, directly or indirectly, in or into the United States or
any jurisdiction in which such distribution would be unlawful.

Bayer Aktiengesellschaft

Pre-stabilisation Period Announcement

Morgan Stanley Europe SE (contact: Morgan Stanley Debt Syndicate - Florian
Hessel - +49 69-21661287) hereby gives notice, as Coordinating Stabilisation
Manager, that the Stabilisation Managers named below may stabilise the offer
of the following securities in accordance with Commission Delegated Regulation
(EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014
and/or the UK FCA Stabilisation Binding Technical Standards.

 Securities
 Issuer:                                                                    Bayer Aktiengesellschaft
 Guarantor (if any):                                                        N/A
 Aggregate nominal amount:                                                  To be confirmed
 Description:                                                               Subordinated Resettable Fixed Rate Notes due  ●  with a First Call Date
                                                                             ● 

                                                                            Subordinated Resettable Fixed Rate Notes due  ●  with a First Call Date
                                                                             ● 
 Offer price:                                                               To be confirmed
 Stabilisation
 Stabilisation Managers:                                                    Morgan Stanley Europe SE

                                                                            Banco Bilbao Vizcaya Argentaria, S.A

                                                                            J.P. Morgan SE

                                                                            UniCredit Bank AG

                                                                            Barclays Bank Ireland Plc

                                                                            Deutsche Bank Aktiengesellschaft

                                                                            Mizuho Securities Europe GmbH

                                                                            SMBC Nikko Capital Markets Europe GmbH

                                                                            Standard Chartered Bank AG

 Stabilisation period expected to start on:                                 The date of this announcement
 Stabilisation period expected to end no later than:                        28 April 2022
 Existence, maximum size and conditions of use of over-allotment facility:  The Stabilisation Managers may over-allot the securities to the extent
                                                                            permitted in accordance with applicable laws and rules
 Stabilisation trading venue:                                               Luxembourg Stock Exchange, Regulated Market

 

In connection with the offer of the above securities, the Stabilisation
Managers may over-allot the securities or effect transactions with a view to
supporting the market price of the securities during the stabilisation period
at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur and any stabilisation action, if
begun, may cease at any time. Any stabilisation action or over-allotment shall
be conducted in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an
invitation or offer to underwrite, subscribe for or otherwise acquire or
dispose of any securities of the Issuer in any jurisdiction.

This announcement and the offer of the securities to which it relates are only
addressed to and directed at persons outside the United Kingdom and persons in
the United Kingdom who have professional experience in matters related to
investments or who are high net worth persons within Article 12(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and
must not be acted on or relied on by other persons in the United Kingdom.

If and to the extent that
this announcement is communicated in, or the offer of the
securities to which it relates is made in, the UK
before the publication of a prospectus in relation
to the securities which
has been approved by the competent authority in the UK
in accordance with Regulation (EU) 2017/1129 as it forms part of domestic
law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"), this announcement and the offer are only addressed to and directed at
persons in the UK who are qualified investors within the meaning of
the UK Prospectus
Regulation (or who are other persons to whom the offer may
lawfully be addressed) and must not be acted on or relied on
by other persons in the UK.

If and to the extent that
this announcement is communicated in, or the offer of the
securities to which it relates is made in, any EEA Member State before the publication of a prospectus in relation
to the securities which
has been approved by the competent authority in that Member
State in accordance with Regulation (EU) 2017/1129 (the "EEA Prospectus
Regulation") (or which has been approved by a competent authority
in another Member State and notified to the competent authority
in that Member State in accordance with the EEA
Prospectus Regulation), this announcement and the offer are only addressed to and directed at
persons in that Member State who are qualified investors within the meaning of
the EEA Prospectus
Regulation (or who are other persons to whom the offer may
lawfully be addressed) and must not be acted on or relied on
by other persons in that Member State.

This announcement is not an offer of securities for sale into the United
States. The securities have not been, and will not be, registered under the
United States Securities Act of 1933 and may not be offered or sold in the
United States absent registration or an exemption from registration. There
will be no public offer of securities in the United States.

 

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