REG - Investec Bank PLC - Tender Offer
28/11/2022 10:00
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RNS Number : 7651H Investec Bank PLC 28 November 2022
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES
OR THE DISTRICT OF COLUMBIA (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS,
GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS) OR IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT
IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)
LAUNCH OF TENDER OFFER
Investec Bank plc announces Tender Offer for its £420,000,000 Fixed Rate
Reset Callable Subordinated Notes due 2028
28 November 2022. Investec Bank plc (the "Company") announces today an
invitation to holders of its £420,000,000 Fixed Rate Reset Callable
Subordinated Notes due 2028 (ISIN: XS1859228634) (the "Notes") to tender such
Notes for purchase by the Company for cash (the "Offer").
The Offer is being made on the terms and subject to the conditions contained
in a tender offer memorandum dated 28 November 2022 (the "Tender Offer
Memorandum") prepared by the Company, and is subject to the offer restrictions
set out below and as more fully described in the Tender Offer Memorandum.
For detailed terms of the Offer, please refer to the Tender Offer Memorandum,
copies of which 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.
Rationale for the Offer
The purpose of the Offer and the proposed issue of Sterling-denominated
Callable Fixed Rate Resettable Subordinated Notes by Investec plc ("INP") (the
"New Notes") is part of the Group's active management of its debt profile and
capital base. The net proceeds from the issue of the New Notes will be used
for the general financing purposes of INP, including (without limitation) the
downstreaming of funds to the Company in the form of subordinated debt. Some
or all of the downstreamed funds may be used by the Company to fund the
repurchase of the Notes pursuant to the Offer.
Summary of the Offer
A summary of certain of the terms of the Offer appears below:
Description of the Notes ISIN Outstanding nominal amount Optional Redemption Date and Resettable Note Reset Date 1 (#_ftn1) Benchmark Security Purchase Spread Maximum Acceptance Amount
Maturity Date
4.250 per cent. Fixed Rate Reset Callable Subordinated Notes due 2028 XS1859228634 £420,000,000 24 July 2023 24 July 2028 UKT 0.75% due 22 July 2023 (ISIN: GB00BF0HZ991) 190 bps Subject as set out in the Tender Offer Memorandum, a maximum aggregate nominal
amount of Notes expected to be no greater than the aggregate nominal amount of
the New Notes
Details of the Offer
Purchase Price and Accrued Interest Payment
The Company will pay, for Notes accepted by it for purchase pursuant to the
Offer, a cash purchase price (the "Purchase Price"). The Purchase Price will
be calculated by the Dealer Managers (in consultation with the Company) in the
manner described in the following paragraph by reference to the Purchase
Yield, which shall be the annualised sum of the Purchase Spread and the
Benchmark Security Rate.
The Purchase Price (expressed as a percentage and rounded to the nearest 0.001
per cent., with 0.0005 per cent. being rounded upwards) will be determined by
the Dealer Managers (in consultation with the Company) at the Price
Determination Time in accordance with market convention and is intended to
reflect a yield to the optional redemption date of the Notes (being 24 July
2023, and calculated assuming full payment of principal on such date) on the
Settlement Date based on the Purchase Yield. Specifically, the Purchase Price
will equal (a) the value of all remaining payments of principal and interest
on the Notes up to and including the optional redemption date of the Notes
(being 24 July 2023, and assuming full payment of principal on such date),
discounted to the Settlement Date at a discount rate equal to the Purchase
Yield, minus (b) the Accrued Interest.
In addition to the Purchase Price, the Company will also pay an Accrued
Interest Payment in respect of all Notes purchased pursuant to the Offer.
New Financing Condition; No Obligation to accept Tenders
INP is today announcing its intention to issue the New Notes, subject to
market conditions.
The Company is not under any obligation to accept any tender of Notes for
purchase pursuant to the Offer. The acceptance for purchase by the Company of
Notes tendered pursuant to the Offer is at the sole and absolute discretion of
the Company and tenders may be rejected by the Company for any reason.
The purchase of any Notes by the Company pursuant to the Offer is also
subject, without limitation, to the successful completion (in the sole
determination of the Company) of the issue of the New Notes (the "New
Financing Condition").
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 are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory
authorities have adopted or published laws, regulations or guidance with
respect to the offer or sale of securities with features similar to the New
Notes to retail investors.
The target market of the New Notes is "eligible counterparties" as defined in
COBS and "professional clients", as defined in Regulation (EU) No. 600/2014 as
it forms part of domestic law of the United Kingdom by virtue of UK MiFIR. No
action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities. Furthermore, no key
information document required by the EU PRIIPs Regulation or the UK PRIIPs
Regulation for offering or selling the New Notes or otherwise making them
available to retail investors in the EEA or the UK has been (or is intended to
be) prepared and therefore offering or selling the New Notes or otherwise
making them available to any retail investor in the EEA or the UK may be
unlawful under the EU PRIIPs Regulation or the UK PRIIPs Regulation (as
applicable).
Final Acceptance Amount and Scaling
If the Company decides to accept any Notes for purchase, the Company currently
proposes to accept for purchase pursuant to the Offer any validly tendered
Notes up to the Maximum Acceptance Amount (the final amount accepted for
purchase pursuant to the Offer being the "Final Acceptance Amount"). The
Company intends to announce the Maximum Acceptance Amount as soon as
practicable following the pricing of the New Notes.
If the Company accepts any Notes for purchase pursuant to the Offer and the
aggregate nominal amount of Notes validly tendered is greater than the Final
Acceptance Amount, the Company intends to accept such Notes for purchase on a
pro rata basis such that the aggregate nominal amount of such Notes accepted
for purchase is no greater than the Final Acceptance Amount, as more fully
described in the Tender Offer Memorandum.
New Notes Priority Allocation
INP will, in connection with the allocation of the New Notes, consider among
other factors whether or not the relevant investor seeking an allocation of
the New Notes has - prior to pricing and allocation of the New Notes - validly
tendered or indicated its firm intention to any of the Dealer Managers to
tender the Notes (and the notional amount of Notes such investor has tendered
or intends to tender) and to any of the Dealer Managers (in its capacity as a
manager of the New Notes) to subscribe for New Notes. Therefore, a Noteholder
that wishes to subscribe for New Notes in addition to validly tendering Notes
for purchase pursuant to the Offer may, at the sole and absolute discretion of
INP, receive priority in the allocation of the New Notes, subject to the terms
set out in the Tender Offer Memorandum, the satisfaction or waiver of the New
Financing Condition and such Noteholder also making a separate application for
the purchase of such New Notes to a Dealer Manager (in its capacity as joint
lead manager) in accordance with the standard new issue procedures of such
manager. However, INP is not obliged to allocate the New Notes to a Noteholder
who has validly tendered or indicated a firm intention to tender Notes
pursuant to an Offer; and if New Notes are allocated to a Noteholder, the
principal amount thereof may be less (or more) than the aggregate principal
amount of the Notes validly tendered by such Noteholder in the Offer and
accepted for purchase by the Company. Any such priority allocation will also
take into account (among other factors) the minimum denomination of the New
Notes, being £100,000 and integral multiples of £1,000 in excess thereof. To
contact the Dealer Managers, Noteholders should use the contact details on the
last page of the Tender Offer Memorandum.
Existing Noteholders should note that the pricing and allocation of the New
Notes are expected to take place prior to the Expiration Deadline for the
Offer, and any Noteholder who wishes to subscribe for New Notes in addition to
tendering their Notes for purchase pursuant to the Offer should therefore
provide, as soon as practicable, to the Company or any Dealer Manager an
indication of its firm intention to tender their Notes for purchase and the
nominal amount of the Notes that it intends to tender pursuant to the Offer.
Indicative Offer Timetable
Events Date and time
(all times are London time)
Commencement of the Offer
Announcement of the Offer and intention of INP to issue the New Notes. Tender 28 November 2022
Offer Memorandum available from the Tender Agent.
Pricing of the New Notes Expected to be prior to the Expiration Deadline
Expected pricing of the New Notes and announcement of the Maximum Acceptance
Amount by the Company.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in 4.00 p.m. (London time) on
order for Noteholders to be able to participate in the Offer. 2 December 2022
Indicative Results Announcement
Announcement by the Company of whether it indicatively expects to accept valid As soon as reasonably practicable on the Business Day following the Expiration
tenders of Notes pursuant to the Offer (conditional upon satisfaction or Deadline
waiver of the New Financing Condition) and, if so (i) the indicative Final
Acceptance Amount and (ii) the indicative Scaling Factor (if any) expected to
be applied to Tender Instructions.
Price Determination Time
Determination of (i) the Benchmark Security Rate, (ii) the Purchase Yield and At or around 11:00 am (London time) on the Business Day following the
(iii) the Purchase Price. Expiration Deadline
Final Results Announcement
Announcement by the Company of whether it will accept valid tenders of Notes As soon as reasonably
pursuant to the Offer (conditional upon satisfaction or waiver of the New
practicable following the Price Determination Time
Financing Condition) and, if so (i) the Final Acceptance Amount, (ii) the
Scaling Factor (if any) to be applied to Tender Instructions, (iii) the
Benchmark Security Rate, (iv) the Purchase Yield and (v) the Purchase Price.
Settlement Date
Subject to satisfaction or waiver of the New Financing Condition, payment of Expected to be
the Purchase Price and Accrued Interest Payment for any Notes accepted for
7 December 2022
purchase and settlement of such purchases.
The above dates and times are subject, where applicable, to the right of the
Company to extend, re-open, amend, waive any condition of and/or terminate the
Offer. Noteholders are advised to check with any bank, securities broker or
other intermediary through which they hold Notes whether such intermediary
would require to receive instructions to participate in the Offer before the
deadlines specified above. The deadlines set by each Clearing System and
instructions for the submission of Tender Instructions will also be earlier
than the relevant deadlines above.
Unless stated otherwise, announcements relating to the Offer will be made: (i)
by the delivery of notices to the Clearing Systems for communication to Direct
Participants; and (ii) via an RIS. Such announcements may also be made by the
issue of a press release to a Notifying News Service and may also be found on
the relevant Reuters International Insider Screen and on the Offer Website.
Copies of all announcements, notices and press releases can also be obtained
from the Tender Agent, the contact details for which are below. Significant
delays may be experienced where notices are delivered to the Clearing Systems
and Noteholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offer. In addition, Noteholders may
contact the Dealer Managers for information using the contact details below.
Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offer.
Citigroup Global Markets Limited, HSBC Bank plc and Merrill Lynch
International are acting as Dealer Managers for the Offer and Kroll Issuer
Services Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the Offer may be
directed to the Dealer Managers.
Dealer Managers
Citigroup Global Markets Limited HSBC Bank plc
Citigroup Centre 8 Canada Square
Canada Square London E14 5HQ
Canary Wharf
London E14 5LB Telephone: +44 20 7992 6237
Email: LM_EMEA@hsbc.com
Telephone: +44 20 7986 8969 Attention: Liability Management, DCM
Email: liabilitymanagement.europe@citi.com
Attention: Liability Management Group
Merrill Lynch International
2 King Edward Street
London EC1A 1HQ
Telephone: +44 207 996 5420
Email: DG.LM-EMEA@bofa.com
Attention: Liability Management Team
Questions and requests for assistance in connection with the procedures for
participating in the Offer, including the delivery of Tender Instructions, may
be directed to the Tender Agent.
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Attention: David Shilson
Telephone: +44 20 7704 0880
Email: investec@is.kroll.com
Website: https://deals.is.kroll.com/investec
This announcement is released by Investec Bank plc and contains information
that qualified or may have qualified as inside information for the purposes of
Article 7 of Regulation (EU) 596/2014 ("MAR"), as it forms part of domestic
law of the United Kingdom by virtue of the European Union (Withdrawal) Act
2018 ("UK MAR"), encompassing information relating to the Offer described
above. For the purposes of UK MAR and Article 2 of the binding technical
standards published by the FCA in relation to MAR as regards Commission
Implementing Regulation (EU) 2016/1055, this announcement is made by David
Miller, Company Secretary at Investec Bank plc.
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. If any Noteholder is in any doubt as to the
contents of this announcement and/or the Tender Offer Memorandum or the action
it should take, it 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, regulatory, tax or legal adviser. Any individual or company whose
Notes are held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee must contact such entity if it wishes to tender such
Notes pursuant to the Offer. The Dealer Managers are acting exclusively for
the Company and no one else in connection with the arrangements described in
this announcement and the Tender Offer Memorandum and will not be responsible
to any Noteholder for providing the protections which would be afforded to
customers of the Dealer Managers or for advising any other person in
connection with the Offer. None of the Company, the Dealer Managers or the
Tender Agent has made or will make any assessment of the merits and risks of
the Offer or of the impact of the Offer on the interests of the Noteholders
either as a class or as individuals, and none of them makes any recommendation
as to whether Noteholders should tender Notes pursuant to the Offer. None of
the Company, the Dealer Managers or the Tender Agent (or any of their
respective directors, employees or affiliates) is providing Noteholders with
any legal, business, tax or other advice in this announcement and/or the
Tender Offer Memorandum. Noteholders should consult with their own advisers as
needed to assist them in making an investment decision and to advise them
whether they are legally permitted to tender Notes for cash.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum constitutes an
invitation to participate in the Offer in any jurisdiction in which, or to any
person to or from whom, it is unlawful to make such invitation or to
participate in the Offer under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain jurisdictions may
be restricted by law. Persons into whose possession this announcement and/or
the Tender Offer Memorandum come(s) are required by each of the Company, 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 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 either Dealer
Manager or any of their 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, as the case may be, on behalf of the Company
in such jurisdiction.
Nothing in this announcement nor 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.
United States
The Offer is 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 Notes 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 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, or by any person acting for the account or
benefit of, 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. The New Notes have not been, and will not be, registered under the
Securities Act or the securities laws of any state or other jurisdiction of
the United States, and may not be offered, sold or delivered, directly or
indirectly, in the United States or to, or for the account or benefit of, U.S.
persons.
Each Noteholder participating in the Offer will represent that it is not
located in the United States and is not participating in such 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 such Offer 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 Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offer in respect of the Notes 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, as amended. 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, and are only for circulation to persons outside the
United Kingdom or to persons within 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
"Order")), or within Article 43(2) of the Order, or within Article 49(2)(a) to
(d) of the Order, or to other persons to whom it may lawfully be communicated
in accordance with the Order.
France
The Offer is not being made, directly or indirectly, in the Republic of France
("France") other than to qualified investors (investisseurs qualifiés) as
referred to in Article L.411-2 1° of the French Code monétaire et financier
and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). None of
this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Offer have been or shall be distributed in France
other than to qualified investors (investisseurs qualifiés) and only
qualified investors (investisseurs qualifiés) are eligible to participate in
the Offer. This announcement, the Tender Offer Memorandum and any other
document or material relating to the Offer have not been and will not be
submitted for clearance to nor approved by the Autorité des marchés
financiers.
Italy
None of this announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offer have been or will be submitted to the
clearance procedure 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 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 "Issuers' Regulation"). The Offer is also being carried out in compliance
with article 35-bis, paragraph 7 of the Issuers' Regulation.
A Noteholder located in the Republic of Italy can tender Notes 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 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 all applicable laws and regulations
concerning information duties vis-à-vis its clients in connection with the
Notes or the Offer.
Spain
None of the Tender Offer, this announcement nor the Tender Offer Memorandum
constitutes an offer of securities or the solicitation of an offer of
securities in Spain which require the approval and the publication of a
prospectus under the Regulation (EU) 2017/1129, the restated text of the
Spanish Securities Market Act approved by Legislative Royal Decree 4/2015, of
23 October 2015 (Real Decreto Legislativo 4/2015, de 23 de octubre, que
aprueba el texto refundido de la Ley 24/1988, de 28 de julio, del Mercado de
Valores) and the Royal Decree 1066/2007, of 27 July 2007, all of them as
amended, and any regulation issued thereunder. Accordingly, neither this
announcement nor the Tender Offer Memorandum has been or will be submitted for
approval or has been approved by the Spanish Securities Market Commission
(Comisión Nacional del Mercado de Valores).
Eligibility and availability of the New Notes
UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPS ONLY TARGET
MARKET - Solely for the purposes of the manufacturers' product approval
process, the target market assessment in respect of the New Notes described in
the Tender Offer Memorandum has led to the conclusion that: (i) the target
market for the New Notes is only eligible counterparties, as defined in the
FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional
clients, as defined in Regulation (EU) No 600/2014 as it forms part of
domestic law of the United Kingdom by virtue of the EUWA ("UK MiFIR"); and
(ii) all channels for distribution of the New Notes to such eligible
counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the New Notes (a "distributor")
should take into consideration the manufacturers' target market assessment;
however, a distributor subject to the FCA Handbook Product Intervention and
Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is
responsible for undertaking its own target market assessment in respect of the
New Notes (by either adopting or refining the manufacturers' target market
assessment) and determining appropriate distribution channels.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The New Notes are not intended
to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European
Economic Area ("EEA"). For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client as defined in point (11) of
Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
(EU) 2016/97, where that customer would not qualify as a professional client
as defined in point (10) of Article 4(1) of MiFID II. Consequently no key
information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs
Regulation") for offering or selling the New Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore
offering or selling the New Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS - The New Notes are not intended
to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the United Kingdom
("UK"). For these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client, as defined in point (8) of Article 2 of
Regulation (EU) No 2017/565 as it forms part of domestic law of the United
Kingdom by virtue of the EUWA; (ii) a customer within the meaning of the
provisions of the FSMA and any rules or regulations made under the Financial
Services and Markets Act 2000 (the "FSMA") to implement Directive (EU)
2016/97, where that customer would not qualify as a professional client, as
defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of domestic law by virtue of the EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part
of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for
offering or selling the New Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the
New Notes or otherwise making them available to any retail investor in the UK
may be unlawful under the UK PRIIPs Regulation.
LEI: 84S0VF8TSMH0T6D4K848
1 (#_ftnref1) On 24 July 2023, the interest rate will reset and the Notes
will bear interest at a rate which is the aggregate of the applicable gilt
rate and a margin of +3.300 per cent. per annum.
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