REG - SW (Finance) I PLC - Tender Offer

Sumitomo Mitsui FinancialAnnouncement

12/11/2025 09:45

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RNS Number : 2307H  SW (Finance) I PLC  12 November 2025

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 AMENDED (AND INCLUDING AS IT
FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018, AS AMENDED) ("MAR").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF
COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION
S OF THE UNITED STATES SECURITIES ACT 1933, AS AMENDED) IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS
DOCUMENT.

12 November 2025

SW (Finance) I PLC (the "Issuer") today announces the invitation to all
holders (subject to the "Offer and Distribution Restrictions" (as described
below)) of its Sub-Class A4 £350,000,000 6.640% Unwrapped Bonds due March
2026 (ISIN: XS0172992637) guaranteed by Southern Water Services Limited, SWS
Holdings Limited and SWS Group Holdings Limited, (the "Notes") to tender any
and all such Notes for purchase by the Issuer for cash (the "Offer"), subject
to the New Financing Condition (as defined below) and as otherwise set out in
the Tender Offer Memorandum (as defined below).

The Issuer also intends to issue new  sterling denominated Fixed Rate Class A
Guaranteed Bonds (the "New Notes"), which are expected to be issued on or
about 19 November 2025, subject to market conditions. Whether the Issuer will
accept for purchase Notes validly tendered pursuant to the Offer is subject,
without limitation, to the successful completion (in the sole determination of
the Issuer) of the issue of the New Notes by the Issuer, the proceeds of which
will be applied by the Issuer to fund the Offer (the "New Financing
Condition").

The Offer is being made on the terms and subject to the conditions set out in
the tender offer memorandum dated 12 November 2025 (the "Tender Offer
Memorandum") and is subject to the "Offer and Distribution Restrictions" set
out below.

Subject to applicable law, the Issuer reserves the right, in its sole and
absolute discretion, to extend, re-open, amend or waive any condition of or
terminate the Offer and to amend or waive any of the terms and conditions of
the Offer at any time before any unconditional acceptance by the Issuer of the
Notes tendered for purchase in the Offer as described in the section
"Amendment and Termination" of the Tender Offer Memorandum, including with
respect to any Tender Instructions already submitted as of the time of any
such extension, re-opening, withdrawal, termination, amendment or waiver.

Capitalised terms used in this announcement but not otherwise defined herein
shall have the meanings given to them in the Tender Offer Memorandum.

The table below sets forth certain information relating to the Notes:

 Description of the Notes                                            ISIN/                       Aggregate Outstanding Principal Amount  Specified Denominations          Maturity Date  Purchase Price                                         Acceptance Amount

Common Code
                                                                       XS0172992637/ 017299263   £350,000,000                            £1,000, £10,000 and £100,000     31 March 2026  100.50 per cent. of the principal amount of the Notes  Any and all offer

 Sub-Class A4 £350,000,000 6.64% Unwrapped Bonds due March 2026

 

Barclays Bank PLC, Coöperatieve Rabobank U.A and SMBC Bank International plc
 (the "Dealer Managers") are acting as dealer managers in respect of the
Offer to Institutional Noteholders (as defined below) only and have no role or
responsibility in respect of the Offer to Noteholders who are not
Institutional Noteholders.

An "Institutional Noteholder" means a Noteholder that is: (i) in a member
state of the EEA, an "eligible counterparty" or a "professional client", each
as defined in Directive 2014/65/EU on markets in financial instruments (as
amended from time to time); (ii) in the UK, an "eligible counterparty", as
defined in the FCA Handbook Conduct of Business Sourcebook, or a "professional
Client" as defined in point (8) of Article 2(1) of Regulation (EU) No.
600/2014 as it forms part of UK domestic law by virtue of the EUWA; or (iii)
in a jurisdiction outside of the EEA and the UK, an institutional holder under
applicable local law and not a retail holder.

 
Offer Period

The Offer commences on 12 November 2025 and will end at 16:00 (London time) on
19 November 2025 (such date and time, as may be extended) unless extended by
the Issuer, in which case notification to that effect will be given by or on
behalf of the Issuer by way of announcement as provided in the Tender Offer
Memorandum as soon as reasonably practicable after the relevant decision is
made.

In order to participate in, and be eligible to receive the Purchase Price (and
the Accrued Interest Payment) pursuant to the Offer, 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 19 November 2025 (the "Expiration Deadline").

 

Rationale for the Offer

The purpose of the Offer and the planned issuance of New Notes (see "New
Financing Condition" below) is, amongst other things, to optimise the Issuer
group's debt maturity profile. Furthermore, the Offer will provide liquidity
to those Noteholders whose Notes are accepted and purchased in the Offer.

The Issuer intends to cancel any Notes purchased by the Issuer pursuant to the
Offer following the Settlement Date. The Issuer intends to issue the New
Notes, which are expected to be issued on or about 19 November 2025, subject
to market conditions.

Whether the Issuer will accept for purchase Notes validly tendered pursuant to
the Offer is subject, without limitation, to the New Financing Condition.

Proceeds from the issuance of the New Notes will be used for purchasing the
Notes in the Offer. Notes purchased by the Issuer pursuant to the Offer will
be cancelled and will not be re-issued or re-sold. Notes which have not been
validly offered and accepted for purchase pursuant to the Offer will remain
outstanding, subject to the Notes Conditions.

New Financing Condition

The Issuer is not under any obligation to accept for purchase any Notes
tendered pursuant to the Offer. The acceptance for purchase by the Issuer of
Notes tendered pursuant to the Offer is at the sole and absolute discretion of
the Issuer reserves the absolute right to not accept any Notes for purchase.
In particular, the acceptance of any Notes for purchase by the Issuer is
subject to the New Financing Condition (as described above). For information
on the Issuer's Multicurrency Programme for the Issuance of Guaranteed Bonds,
prospective investors in the New Notes should refer to the information
contained in the base prospectus relating to the Issuer's Multicurrency
Programme for the Issuance of Guaranteed Bonds dated 10 November 2025 (the
"Base Prospectus"). Any investment decision to purchase any New Notes should
be made solely on the basis of the information contained in the Base
Prospectus, together with the applicable final terms relating to the New Notes
(which are expected to be published on or around 19 November 2025), and no
reliance is to be placed on any information other than that contained in the
Base Prospectus.

The Issuer reserves the right at any time to waive any or all of the
conditions of the Offer (including the New Financing Condition) as set out in
the Tender Offer Memorandum.

The New Notes are not being, and will not be, offered or sold in the United
States. Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy the New
Notes in the United States or any other jurisdiction. Securities may not be
offered, sold or delivered in the United States absent registration under, or
an exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (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.

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

Compliance information for the New Notes: MiFID II and UK MiFIR
professionals/ECPs-only/No PRIIPs or UK PRIIPs KID - eligible counterparties
and professional clients only (all distribution channels). No sales to EEA or
UK retail investors; no key information document has been or will be prepared.
See the Base Prospectus for further information.

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

 

Priority in allocation of New Notes

A Noteholder that wishes to subscribe for New Notes in addition to tendering
Notes for purchase pursuant to the Offer may receive priority (the "New Issue
Priority") in the allocation of the New Notes, subject to the issue of the New
Notes and such Noteholder making a separate application for the purchase of
such New Notes to any Dealer Manager (in its capacity as a manager of the
issue of the New Notes) in accordance with the standard new issue procedures
of such manager. The aggregate principal amount of New Notes for which New
Issue Priority will be given to such a Noteholder will be at the sole
discretion of the Issuer and may be less than, equal to or greater than the
aggregate principal amount of Notes validly tendered by such Noteholder in the
Offer and accepted for purchase by the Issuer. Any New Issue Priority will
also, among other factors, take into account the minimum denomination of the
New Notes (being £100,000). The Issuer is not obliged to allocate the New
Notes to an investor which has validly tendered or indicated a firm intention
to tender the Notes pursuant to the Offer.

In the event that a Noteholder validly tenders Notes pursuant to the Offer,
such Notes will remain subject to such tender and the conditions of the Offer
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. All allocations of the New Notes, while being considered by
the Issuer as set out above, will be made in accordance with customary new
issue allocation processes and procedures.

It is the sole responsibility of each Noteholder to satisfy itself that it is
eligible to purchase the New Notes before registering its interest with, and
making an application to, a Dealer Manager (in its capacity as a manager of
the issue of the New Notes) for the purchase of the New Notes. Any failure to
validly submit a Tender Instruction, or any failure of such Noteholder to make
an application for the purchase of the New Notes in accordance with the
standard new issue procedures of the relevant manager of the issue of the New
Notes, will result in no New Issue Priority being given in respect of such
Tender Instruction. The pricing and allocation of the New Notes is expected to
take place prior to the Expiration Deadline and, as such, Noteholders are
advised to contact a Dealer Manager as soon as possible prior to the
Expiration Deadline in order to request New Issue Priority.

 
Purchase Price, Accrued Interest and Total Consideration

The Issuer will pay to any Noteholders from whom Notes are repurchased
pursuant to the Offer a purchase price of 100.50 per cent. of the aggregate
principal amount of the Notes accepted for purchase (the "Purchase Price") and
will also pay an Accrued Interest Payment to any Noteholders from whom Notes
are purchased pursuant to the Offer.

The total consideration payable to each Noteholder in respect of Notes validly
submitted for tender and accepted for purchase by the Issuer will be an amount
in cash equal to the sum of:

(i)   the product of (a) the aggregate principal amount of the Notes
accepted for purchase from such Noteholder pursuant to the Offer and (b) the
Purchase Price (rounded to the nearest £0.01, with £0.005 being rounded
upwards); and

(ii)  the Accrued Interest Payment in respect of such Notes.

Acceptance Amount

Subject to the New Financing Condition and the conditions set out in the
Tender Offer Memorandum, the Issuer intends to accept any and all Notes
validly tendered for purchase. It is therefore anticipated that there will be
no pro-ration or scaling factor applied.

 
Expected Timetable of Events

The following table sets out the expected dates and times of the key events
relating to the Offer. This timetable is subject to the right of the Issuer,
in its sole and absolute discretion, to extend, re-open, withdraw or terminate
the Offer and to amend or waive any of the terms and conditions of the Offer,
as described herein under the heading "Amendment and Termination".
Accordingly, the actual timetable may differ significantly from the timetable
below.

 Events                                                                         Times and Dates (all times are London time)
 Commencement of the Offer
 Offer is announced and the New Notes issuance is launched.                     12 November 2025

 Tender Offer Memorandum available from the Tender Agent.
 Settlement Date for the New Notes issuance                                     Expected to be on or about 19 November 2025
 Announcement of Results of Offer
 Announcement by the Issuer of the aggregate principal amount of Notes validly  As soon as practicable on 20 November 2025
 tendered pursuant to the Offer.

 Settlement Date for the Offer
 Subject to satisfaction of the New Financing Condition on or prior to the      Expected to be 21 November 2025
 Settlement Date, the expected Settlement Date for the Offer. Payment of the

 Purchase Price and the Accrued Interest Payment in respect of Notes accepted
 for purchase pursuant to the Offer.

The above times and dates are subject to the right of the Issuer in its sole
and absolute discretion to extend, re-open, amend, and/or terminate the Offer
at any time (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 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 Offer before the
deadlines specified in this announcement. The deadlines set by any such
intermediary and each Clearing System for the submission of Tender
Instructions may be earlier than the relevant deadlines specified above. See
"Procedures for Participating in the Offer" in the Tender Offer Memorandum.

 

Participation in the Offer

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

 

For Further Information

A complete description of the terms and conditions of the Offer is set out in
the Tender Offer Memorandum. Further details about the transaction can be
obtained from:

 

 ISSUER

 (in relation to the Offer to Noteholders that are not Institutional
 Noteholders)
 Southern House

 Yeoman Road

 Worthing

 West Sussex BN13 3NX

 United Kingdom

 Email: James.Gillard@southernwater.co.uk
 DEALER MANAGERS

 (in relation to the Offer to Institutional Noteholders)
 Barclays Bank PLC                                       Coöperatieve Rabobank U.A.
 1 Churchill Place                                       Croeselaan 18

 Canary Wharf                                            3521 CB Utrecht

 London E14 5HP                                          The Netherlands

 United Kingdom

 Telephone: +44 20 3134 8515                             Telephone: +31 30 216 9022

Email: Corporate.liabilitymanagement@rabobank.com
 Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com)   (mailto:Corporate.liabilitymanagement@rabobank.com)

Attention: Capital Markets/Corporate DCM
 Attention: Liability Management Group

 SMBC Bank International plc

 100 Liverpool Street

 London EC2M 2AT

 United Kingdom

 Telephone: +44 20 4507 5020

 Email: gblocapitalsolutions@gb.smbcgroup.com

 Attention: Liability Management
 TENDER AGENT
 Kroll Issuer Services Limited
 The News Building

3 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 207 704 0880
 Attention: Scott Boswell

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

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

 

 

A copy of the Tender Offer Memorandum is available to eligible persons upon
request from the Tender Agent.

This announcement is released by the Issuer and contains information that
qualified as inside information for the purposes of Article 7 of the Market
Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to
the Offer described above. For the purposes of MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, this announcement is made by Richard
Manning (Company Secretary) at Southern Water Services Limited.

 

Disclaimer

This announcement must be read in conjunction with the Tender Offer
Memorandum. Each Noteholder is solely responsible for making its own
independent appraisal of all matters as such Noteholder deems appropriate
(including those relating to the Offer, the Notes, the Issuer, the Obligors
and the Tender Offer Memorandum) and each Noteholder must make its own
decision as to whether to tender any or all of its Notes for purchase pursuant
to the Offer based upon its own judgement and having obtained advice from such
financial, accounting, regulatory, investment, legal and tax advisers as it
may deem necessary. Accordingly, each person receiving this announcement and
the Tender Offer Memorandum acknowledges that such person has not relied upon
the Issuer, the Obligors, the Dealer Managers or the Tender Agent (or any of
their respective directors, officers, employees, agents, advisers or
affiliates) in connection with its decision as to whether to participate in
the Offer. Each such person must make its own analysis and investigations
regarding the Offer, with particular reference to its own investment
objectives and experience, and any other factors which may be relevant to it.
If such person is in any doubt about any aspect of the Offer and/or the action
it should take, including in respect of any tax consequences, it should
consult its professional advisers.

None of the Dealer Managers or the Tender Agent (or their respective
directors, officers, employees, agents, advisers or affiliates) makes any
representation or recommendation whatsoever regarding this announcement, the
Tender Offer Memorandum or the Offer, and none of the Issuer, the Obligors,
the Dealer Managers or the Tender Agent (or their respective directors,
officers, employees, agents, advisers or affiliates) makes any recommendation
whatsoever regarding this announcement, the Tender Offer Memorandum or the
Offer (including as to whether Noteholders should tender Notes in the Offer
and no one has been authorised by any of them to make such recommendation).
The Tender Agent is the agent of the Issuer and owes no duty to any
Noteholder.

 

Offer and Distribution Restrictions

This announcement and the Tender Offer Memorandum do not constitute an
invitation to participate in the Offer 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 the
Tender Offer Memorandum comes are required by each of the Issuer, the
Obligors, 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.

 

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 Notes may not be tendered in
the Offer by any such use, means, instrumentality or facility from or within
the United States as defined in Regulation S of the U.S. Securities Act of
1933, as amended (the "Securities Act").

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 Notes in the Offer 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 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.

Neither this announcement nor the Tender Offer Memorandum is an offer of, or
the solicitation of an offer to buy or subscribe for, securities to or from
any person in the United States or any other jurisdiction. 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 (as
defined in Regulation S of the Securities Act).

Each Noteholder participating in the Offer will represent that it is not
located in the United States and it 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, any state of the United States of America and the
District of Columbia.

 

Republic of Italy

None of the Offer, this announcement, the Tender Offer Memorandum or any other
documents or materials relating to the Offer has 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 the Republic of Italy ("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 (the "Issuer's Regulation"). The Offer is also
being carried out in compliance with article 35 bis, paragraph 7 of the
Issuer's Regulation.

Noteholders or beneficial owners of the Notes that are located in Italy may
tender Notes for purchase through authorised persons (such as investment
firms, banks or financial intermediaries permitted to conduct such activities
in the 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-a- vis its clients in connection with the
Notes or the Offer.

 

United Kingdom

The communication of this announcement and the Tender Offer Memorandum by the
Issuer and any other documents or materials relating to the Offer is 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. 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 as a financial
promotion is only being made to, and may only be acted upon by, 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 (the "Financial Promotion
Order")) or persons who are within Article 43 or 49 of the Financial Promotion
Order or any other persons to whom it may otherwise lawfully be made under the
Financial Promotion Order.

Belgium

Neither the Tender Offer Memorandum nor any other documents or materials
relating to the Offer have been submitted to or will be submitted for approval
or recognition to the Belgian Financial Services and Markets Authority and,
accordingly, the Offer may not be made in Belgium by way of a public offering,
as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover
bids, as amended or replaced from time to time.  Accordingly, the Offer may
not be advertised and the Offer will not be extended, and neither the Tender
Offer Memorandum nor any other documents or materials relating to the Offer
(including any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available, directly or
indirectly, to any person in Belgium other than "qualified investors" within
the meaning of Article 10 of the Belgian Law of 16 June 2006 on public
offerings of investment instruments and the admission of investment
instruments to trading on regulated markets (as amended from time to time).

 

France

The Tender Offer Memorandum and 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. The Tender
Offer Memorandum has not been and will not be submitted for clearance to nor
approved by the Autorité des Marchés Financiers.

 

General

Neither this announcement nor the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the solicitation of an
offer to sell Notes (and tenders of Notes in the Offer will not be accepted
from Noteholders) 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 a Dealer
Manager or any of its respective affiliates is such a licensed broker or
dealer in any such jurisdiction, the Offer shall be deemed to be made by such
Dealer Manager or such affiliate, (but only to the extent such Noteholder is
an Institutional Noteholder) as the case may be, on behalf of the Issuer in
such jurisdiction.

Nothing in this announcement or the Tender Offer Memorandum or the electronic
transmission thereof constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other jurisdiction.

In addition to the representations referred to above in respect of the United
States, each Noteholder participating in the Offer will also give certain
representations in respect of the other jurisdictions referred to above and
generally as set out in the section "Procedures for Participating in the
Offer" in the Tender Offer Memorandum. Any tender of Notes for purchase
pursuant to the Offer from a Noteholder that is unable to make these
representations will not be accepted.

Each of the Issuer, the Obligors, the Dealer Managers and the Tender Agent
reserves the right, in its sole and absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to the Offer, whether
any such representation given by a Noteholder 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.

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