REG - Vodafone Group Plc - Vodafone announces multi-currency Tender Offers
05/02/2025 08:00
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RNS Number : 0046W Vodafone Group Plc 05 February 2025
Vodafone Group Plc announces multi-currency Tender Offers
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS
(INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, AMERICAN SAMOA, WAKE ISLAND
AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE
DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UNITED KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
5 February 2025
Vodafone Group Plc (the "Company") announces today invitations to holders of
its outstanding Notes set out in the table below to tender any and all of
their Notes for purchase by the Company for cash (each such invitation, an
"Offer" and together, the "Offers"). The Offers are being made on the terms
and subject to the conditions contained in the tender offer memorandum dated 5
February 2025 (the "Tender Offer Memorandum") prepared by the Company in
respect of the Offers, and are subject to the offer and distribution
restrictions set out below and as more fully described in the Tender Offer
Memorandum.
Copies of the Tender Offer Memorandum are (subject to offer and distribution
restrictions) available from (a) in the case of all Notes other than the CHF
Notes, the Lead Tender and Information Agent and (b) in the case of CHF Notes,
the Swiss Tender Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the Tender
Offer Memorandum.
Summary of the Offers
Description of the Notes ISIN / Common Code Outstanding aggregate principal amount Reference Rate / GBP Benchmark Security Rate Purchase Spread(1) Purchase Price(1) Amount subject to the Offers
EUR 1,000,000,000 1.875 per cent. Notes due 11 September 2025(2) ("September XS1109802568 / 110980256 EUR 773,202,000 N/A N/A 99.70 per cent. (being EUR 997.00 per EUR 1,000 in principal amount of such
2025 EUR Notes") Notes)
Any and all
EUR 1,000,000,000 1.125 per cent. Notes due 20 November 2025 ("November 2025 XS1721423462 / 172142346 EUR 789,109,000 N/A N/A 99.05 per cent. (being EUR 990.50 per EUR 1,000 in principal amount of such
EUR Notes") Notes)
EUR 1,750,000,000 2.200 per cent. Notes due 25 August 2026 ("August 2026 EUR XS1372839214 / 137283921 EUR 1,284,050,000 August 2026 EUR Notes Interpolated EUR Mid-Swap Rate +5 bps N/A
Notes")
EUR 750,000,000 0.900 per cent. Notes due 24 November 2026 XS2002017361 / 200201736 EUR 750,000,000 November 2026 EUR Notes Interpolated EUR Mid-Swap Rate +5 bps N/A
("November 2026 EUR Notes")
EUR 500,000,000 1.500 per cent. Notes due 24 July 2027 XS1652855815 / 165285581 EUR 500,000,000 2027 EUR Notes Interpolated EUR Mid-Swap Rate +15 bps N/A
("2027 EUR Notes")
GBP 250,000,000 5.625 per cent. Notes due 4 December 2025 XS0181816652 / 18181665 GBP 250,000,000 UKT 3.50 per cent. due 22 October 2025 (ISIN: GB00BPCJD880) +25 bps N/A
("GBP Notes")
NOK 850,000,000 3.215 per cent. Notes due 27 November 2025 XS1325859897 / 132585989 NOK 850,000,000 N/A N/A 99.20 per cent. (being NOK 992,000.00 per NOK 1,000,000 in principal amount of
such Notes)
("2025 NOK Notes")
NOK 850,000,000 3.115 per cent. Notes due 1 March 2027 XS1572749023 / 157274902 NOK 850,000,000 N/A N/A 98.10 per cent. (being NOK 1,962,000.00 per NOK 2,000,000 in principal amount
of such Notes)
("March 2027 NOK Notes")
NOK 500,000,000 2.925 per cent. Notes due 6 July 2027 XS1643462002 / 164346200 NOK 500,000,000 N/A N/A 97.40 per cent. (being NOK 974,000.00 per NOK 1,000,000 in principal amount of
such Notes)
("July 2027 NOK Notes")
HKD 455,000,000 2.850 per cent. Notes due 28 June 2027 XS1634541574 / 163454157 HKD 455,000,000 N/A N/A 97.60 per cent. (being HKD 976,000.00 per HKD 1,000,000 in principal amount of
such Notes)
("June 2027 HKD Notes")
HKD 1,115,000,000 2.640 per cent. Notes due 13 September 2027 ("September 2027 XS1684379602 / 168437960 HKD 1,115,000,000 N/A N/A 97.00 per cent. (being HKD 970,000.00 per HKD 1,000,000 in principal amount of
HKD Notes") such Notes)
CHF 175,000,000 0.625 per cent. Notes due 15 March 2027 CH0357520466 / 157739778 CHF 175,000,000 CHF Notes Interpolated CHF Mid-Swap Rate +10 bps N/A
("CHF Notes")
AUD 450,000,000 4.200 per cent. Notes due 13 December 2027 ("AUD Notes") AU3CB0249373 / 173557299 AUD 450,000,000 N/A N/A 99.75 per cent. (being AUD 9,975.00 per AUD 10,000 in principal amount of such
Notes)
1. See the section headed "The Offers -Accrued Interest"
in the Tender Offer Memorandum. In addition to the relevant Purchase Price,
the Company will also pay to holders of the Notes (whose Notes are accepted
for purchase by the Company pursuant to the Offers) the relevant Accrued
Interest Payment on the Settlement Date (each as defined herein).
2. The terms and conditions of the September 2025 EUR
Notes provide for an optional call at par (together with any accrued and
unpaid interest up to (but excluding) the redemption date) at the Company's
option on any date from (and including) 11 June 2025 to (but excluding) 11
September 2025.
The EUR Notes, GBP Notes, NOK Notes and HKD Notes are cleared and settled
through Euroclear and Clearstream, Luxembourg. The CHF Notes are cleared and
settled through SIS (as defined herein). The AUD Notes are cleared and settled
through Austraclear (as defined herein), though can also be cleared and
settled through Euroclear and Clearstream, Luxembourg. The Offer in respect of
the AUD Notes will not be made directly in Austraclear nor to direct
participants of Austraclear and will only be made via Euroclear and
Clearstream, Luxembourg and correspondingly will only be available to
custodians and direct participants thereof. Holders of the AUD Notes must, in
order to be eligible to participate in the relevant Offer in the manner
specified in the Tender Offer Memorandum, (i) arrange for the AUD Notes which
they wish to tender to be transferred to an account in either Euroclear or
Clearstream, Luxembourg and (ii) maintain or, where relevant, procure access
to an account in either Euroclear or Clearstream, Luxembourg through which
such AUD Notes can be traded, and to which both the applicable Purchase Price
and the applicable Accrued Interest Payment may be credited by the Company
(see the section headed "Procedures for Participating in the Offers - Specific
procedures in respect of AUD Notes held in Austraclear" in the Tender Offer
Memorandum).
The Company has today separately launched, concurrently with the launch of the
Offers, a cash tender offer for any and all of its outstanding (a) 4.125 per
cent. Notes due May 2025 (ISIN: US92857WBJ80) and (b) 4.375 per cent. Notes
due May 2028 (ISIN: US92857WBK53) (together, the "Concurrent USD Tender
Offers") upon the terms and subject to the conditions set forth in the offer
to purchase dated 5 February 2025 (the "Offer to Purchase"). Neither the
Tender Offer Memorandum nor the Offers constitute an offer to purchase any
notes in the Concurrent USD Tender Offers. Such Concurrent USD Tender Offers
will solely be based on the separate Offer to Purchase and not on the Tender
Offer Memorandum.
Rationale for the Offers
The purpose of the Offers and the Concurrent USD Tender Offers is, among other
things, to proactively manage the Company's outstanding debt portfolio, with a
focus on the Company's near-dated maturities.
Notes purchased in the Offers will be cancelled.
Concurrent USD Tender Offers
The Company has today separately launched the Concurrent USD Tender Offers
upon the terms and subject to the conditions set forth in the Offer to
Purchase. Neither the Tender Offer Memorandum nor the Offers constitute an
offer to purchase any notes in the Concurrent USD Tender Offers. Such
Concurrent USD Tender Offers will solely be based on the separate Offer to
Purchase and not on the Tender Offer Memorandum.
Amount subject to the Offers
The Company intends to accept for purchase any and all Notes validly tendered
pursuant to the relevant Offer in respect of the Notes on the terms and
conditions contained in the Tender Offer Memorandum; however, until the
Company announces the results of such Offer, no assurance can be given that
any tenders will be accepted. The acceptance of any Notes for purchase is at
the sole and absolute discretion of the Company and the Company reserves the
sole and absolute right not to accept any Notes for purchase. No scaling will
be applied to Tender Instructions that are accepted pursuant to the Offers.
Purchase Prices
In respect of each Series, the Company will, on the Settlement Date, for Notes
of such Series validly tendered for purchase pursuant to an Offer and accepted
for purchase by the Company, pay a purchase price for such Notes (each, a
"Purchase Price").
The Purchase Price for each Series of Fixed Price Notes validly tendered for
purchase pursuant to an Offer and accepted for purchase by the Company will be
the applicable Purchase Price specified on the cover pages of the Tender Offer
Memorandum.
The Purchase Price for each Series of Fixed Spread Notes validly tendered for
purchase pursuant to an Offer and accepted for purchase by the Company will be
determined at or around 11.00 a.m. (London time) (the "Pricing Time") on 14
February 2025 (the "Pricing Date") in the manner described in the Tender Offer
Memorandum, with reference to the applicable "Purchase Yield", which shall, in
respect of each Series of Fixed Spread Notes, equal the sum of:
(i) the relevant fixed Purchase Spread; and
(ii) the relevant Reference Rate or the GBP Benchmark Security
Rate, as the case may be.
Each such Purchase Price in respect of the Fixed Spread Notes will be
determined by the Dealer Managers in accordance with market convention and
expressed as a percentage (rounded to the nearest 0.001 per cent., with 0.0005
per cent. rounded upwards), and is intended to reflect a yield on the
Settlement Date to the relevant maturity date of the relevant Series based on
the applicable Purchase Yield. Specifically, the Purchase Price applicable to
the Notes of a particular Series will equal (a) the value of all remaining
payments of principal and interest on the relevant Series up to and including
the relevant maturity date of the relevant Series, discounted (in a manner in
accordance with market convention) to the Settlement Date using a discount
rate equal to the applicable Purchase Yield, minus (b) any Accrued Interest
for such Series.
See the section headed "Further Information and Terms and Conditions" in the
Tender Offer Memorandum.
Accrued Interest
In addition to the relevant Purchase Price, the Company will also pay to
holders of the Notes (whose Notes are accepted for purchase by the Company
pursuant to the Offers) the relevant Accrued Interest Payment on the
Settlement Date.
See the section headed "Further Information and Terms and Conditions" in the
Tender Offer Memorandum.
General
Each Offer begins on 5 February 2025 and will expire at 4.00 p.m. (London
time) on 13 February 2025 (the "Expiration Deadline"), unless extended,
re-opened, amended, withdrawn and/or terminated by the Company (in its sole
and absolute discretion), as provided in the Tender Offer Memorandum.
In order to participate in, and be eligible to receive the relevant Purchase
Price and relevant Accrued Interest Payment pursuant to, the relevant 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
(a) in the case of all Notes other than the CHF Notes, the Lead Tender and
Information Agent and (b) in the case of CHF Notes, the Swiss Tender Agent by
the Expiration Deadline. The deadlines set by any intermediary and each
Clearing System for the submission and withdrawal of Tender Instructions will
be earlier than the relevant deadline specified above.
Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a principal amount of
Notes of any Series of no less than the applicable Minimum Denomination, and
may, in each relevant case, be submitted in the applicable Integral Multiples
in excess thereof. The Company will reject any Tender Instructions which
relate to a principal amount of Notes of any Series of less than the
applicable Minimum Denomination.
A separate Tender Instruction must be completed in respect of each Series.
See the section headed "Procedures for Participating in the Offers" in the
Tender Offer Memorandum.
Specific procedures in respect of CHF Notes
Holders of CHF Notes who wish to participate in the relevant Offer are
requested to follow any additional instructions received from SIS via their
custodian banks.
Specific procedures in respect of AUD Notes held in Austraclear
The Offer in respect of the AUD Notes will not be made directly in Austraclear
nor to direct participants of Austraclear and will only be made via Euroclear
and Clearstream, Luxembourg and correspondingly will only be available to
custodians and direct participants thereof. Holders holding AUD Notes directly
in Austraclear or through a participant or sub-participant of Austraclear
(other than Euroclear or Clearstream, Luxembourg) must, in order to be
eligible to participate in the relevant Offer in the manner specified in the
Tender Offer Memorandum, (i) arrange for the AUD Notes which they wish to
tender to be transferred to an account in either Euroclear or Clearstream,
Luxembourg and (ii) maintain or, where relevant, procure access to an account
in either Euroclear or Clearstream, Luxembourg through which such AUD Notes
can be traded, and to which both the applicable Purchase Price and the
applicable Accrued Interest Payment may be credited by the Company.
Holders who do not have access to an account, as described above, in either
Euroclear or Clearstream, Luxembourg (either directly or through a Direct
Participant or other intermediary), or who do not transfer the AUD Notes which
they wish to tender to a Direct Participant in either Euroclear or
Clearstream, Luxembourg, will not be able to submit a Tender Instruction to
the Lead Tender and Information Agent and will not be eligible to participate
in the Offer in the manner specified in the Tender Offer Memorandum. Such
holders may contact the Lead Tender and Information Agent for further
information, the contact details for which are on the last page of the Tender
Offer Memorandum.
Indicative Timetable for the Offers
Events Times and Dates
(all times are London time)
Launch Date 5 February 2025
Announcement by the Company of the Offers.
Tender Offer Memorandum available from the Tender Agents.
Commencement of the tender offer period.
Expiration Deadline 4.00 p.m. on 13 February 2025
Final deadline for receipt of valid Tender Instructions by (a) in the case of For information purposes only, such time is equivalent to 3.00 a.m. (Sydney
all Notes other than the CHF Notes, the Lead Tender and Information Agent and time) on 14 February 2025, 5.00 p.m. (Central European time) on 13 February
(b) in the case of CHF Notes, the Swiss Tender Agent, in each case in order 2025 and 0.00 a.m. (Hong Kong time) on 14 February 2025.
for Noteholders to be able to participate in the Offers.
At or around 11.00 a.m. on 14 February 2025
Pricing Time and Pricing Date (in respect of the GBP Notes, CHF Notes and
certain Series of EUR Notes only)
In respect of each Series of Fixed Spread Notes, the determination of each
Purchase Price, each Purchase Yield and each Reference Rate or the GBP
Benchmark Security Rate, as the case may be.
As soon as reasonably practicable following the Pricing Time.
Announcement of Results
Announcement by the Company of its decision on whether to accept (subject to
satisfaction, or waiver (in the sole and absolute discretion of the Company),
of the conditions described in the Tender Offer Memorandum valid tenders of
Notes pursuant to the Offers and, if so accepted, of (i) each Purchase Price,
(ii) each Purchase Yield, (iii) each Reference Rate and the GBP Benchmark
Security Rate, (iv) the aggregate nominal amount of each Series of Notes
validly tendered and accepted in the Offers, and (v) the aggregate principal
amount of each Series that will remain outstanding after the Settlement Date.
Settlement Date Expected to be on 18 February 2025
Subject to satisfaction, or waiver (in the sole and absolute discretion of the
Company), of the conditions described in the Tender Offer Memorandum, payment
of the relevant Purchase Price and the relevant Accrued Interest Payment to
holders of the Notes (whose Notes are accepted for purchase by the Company
pursuant to the Offers).
The times and dates set out above and in the Tender Offer Memorandum may
(subject to applicable law) be extended, re-opened and/or amended by the
Company (in its sole and absolute discretion), or one or more of the Offers
withdrawn and/or terminated by the Company (in its sole and absolute
discretion), in each case in accordance with the terms of the Offers as
described in the Tender Offer Memorandum. Accordingly, the actual timetable
may differ significantly from the timetable above.
All announcements will be made by the Company by (i) publication through RNS,
(ii) publication through the SIX Swiss Exchange, (iii) publication through the
Australian Securities Exchange ("ASX") and (iv) delivery of notices to the
Clearing Systems for communication to Direct Participants and through
Austraclear for communication to participants and sub-participants in
Austraclear. Such announcements may also be made on the relevant Informa IGM
Screen Insider Service and/or by the issue of a press release to a Notifying
News Service. Copies of all such announcements, press releases and notices can
also be obtained upon request from the Tender Agents, the contact details for
which are set out below. Significant delays may be experienced in respect of
notices delivered to the Clearing Systems and Noteholders are urged to contact
the Tender Agents for the relevant announcements during the course of the
Offers, the contact details for which are set out below.
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, an Offer before the
deadlines specified above and in the Tender Offer Memorandum. The deadlines
set by any such intermediary and each Clearing System for the submission of
Tender Instructions will be earlier than the relevant deadlines specified
above and in the Tender Offer Memorandum. See the section headed "Procedures
for Participating in the Offers" in the Tender Offer Memorandum.
Further Information
Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in, the
Offers.
Requests for information in relation to the Offers should be directed to:
THE DEALER MANAGERS
In the case of all Notes other than the CHF Notes: In the case of all Notes subject to the Offers: In the case of CHF Notes:
Barclays Bank PLC Merrill Lynch International UBS AG
Bahnhofstrasse 45
1 Churchill Place 2 King Edward Street
8001 Zurich
Switzerland
Canary Wharf London EC1A 1HQ
London E14 5HP
Telephone: +44 20 7568 1121
United Kingdom United Kingdom
Email: ol-liabilitymanagement-eu@ubs.com
(mailto:ol-liabilitymanagement-eu@ubs.com)
Attention: DCM EMEA Liability Management
Telephone: +44 20 3134 8515 Telephone: +44 20 7996 5420
Email: eu.lm@barclays.com (mailto:eu.lm@barclays.com) Email: DG.LM-EMEA@bofa.com (mailto:DG.LM-EMEA@bofa.com)
Attention: Liability Management Group Attention: Liability Management Group
Requests for information in relation to the procedures for tendering Notes in,
and for any documents or materials relating to, the Offers should be directed
to:
THE TENDER AGENTS
LEAD TENDER AND INFORMATION AGENT SWISS TENDER AGENT
Kroll Issuer Services Limited UBS AG
The Shard
Bahnhofstrasse 45
32 London Bridge Street
8001 Zurich
London SE1 9SG
Switzerland
United Kingdom
Telephone: +44 20 7568 1121
Telephone: +44 20 7704 0880
Email: ol-liabilitymanagement-eu@ubs.com
Email: vodafone@is.kroll.com (mailto:vodafone@is.kroll.com) (mailto:ol-liabilitymanagement-eu@ubs.com)
Attention: Owen Morris
Attention: DCM EMEA Liability Management
Website: https://deals.is.kroll.com/vodafone
This announcement is made by Vodafone Group Plc and relates to the disclosure
of information that qualified or may have qualified as inside information
within the meaning of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of United Kingdom domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("UK MAR"). For the purposes of UK MAR, this
announcement is made by Maaike de Bie, Group General Counsel and Company
Secretary of Vodafone.
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 Offers. Any Noteholder who is in any doubt as to the
action it should take is recommended to seek its own financial and legal
advice, including in respect of any financial, accounting and tax
consequences, immediately from its broker, bank manager, solicitor, accountant
or other independent financial, 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 in the Offers. None of the Company, the Dealer
Managers or the Tender Agent makes any recommendation whether the Noteholders
should tender Notes in the Offers.
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 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
the solicitation of an offer to sell Notes (and tenders of Notes in the Offers
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 requires an Offer to be made by a licensed
broker or dealer and any Dealer Manager or any of its affiliates is such a
licensed broker or dealer in any such jurisdiction, such Offer shall be deemed
to be made on behalf of the Company by such Dealer Manager or such affiliate
(as the case may be) in such jurisdiction.
United States. The 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 or to any U.S. Person (as
defined in Regulation S of the Securities Act of 1933 of the United States
(the "Securities Act") (each a "U.S. Person")). 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 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 or by, any person acting for the account or benefit of, a U.S.
Person. Accordingly, copies of this announcement, the Tender Offer Memorandum
and any other documents or materials relating to the 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 persons located or
resident in the United States or to any U.S. Person. Any purported tender of
Notes in an 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.
This announcement and the Tender Offer Memorandum are not an offer of
securities for sale in the United States or to U.S. Persons. Notes may not be
offered or sold in the United States absent registration under, or an
exemption from the registration requirements of, the Securities Act.
Each holder of Notes participating in an Offer will represent that it is not a
U.S. Person, 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 two paragraphs, "United States" means the United States of
America, its territories and possessions (including Puerto Rico, the U.S.
Virgin Islands, 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 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 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 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 within Article 43 of the Financial
Promotion Order, or to any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.
Australia. None of this announcement, the Tender Offer Memorandum, nor any
other prospectus or other disclosure document (as defined in the Corporations
Act 2001 of Australia ("Corporations Act")) in relation to the Offers has been
or will be lodged with the Australian Securities and Investments Commission
("ASIC") or any other regulatory authority in Australia and neither this
announcement, nor the Tender Offer Memorandum complies with Division 5A of
Part 7.9 of the Corporations Act. In addition:
(i) no offers or applications will be made or invited for the
purchase of any Notes in Australia (including an offer or invitation which is
received by a person in Australia); and
(ii) none of this announcement, the Tender Offer Memorandum or
any other offering material or advertisement relating to any Notes will be
distributed or published in Australia,
unless (a) the offer or invitation falls within the exemption for offers to
sophisticated investors set out in Section 708(8) of the Corporations Act or
the offer or invitation otherwise does not require disclosure to investors in
accordance with Part 6D.2 or Chapter 7 of the Corporations Act; (b) such
action complies with all applicable laws and regulations; (c) such action does
not require any document to be lodged with ASIC or any other regulatory
authority in Australia; (d) the offer or invitation is not made to a person
who is a "retail client" as defined for the purposes of Section 761G of the
Corporations Act; and (e) the offer or invitation is made in circumstances
specified in Corporations Regulation 7.9.97.
You are viewing this announcement on the basis that, amongst other matters, if
you are a resident of Australia, you are a wholesale client for the purposes
of Section 761G of the Corporations Act or otherwise a person to whom
disclosure is not required under Part 6D.2 or Chapter 7 of the Corporations
Act.
Belgium. The Offers are not being made, directly or indirectly, to any
individual in Belgium qualifying as a consumer within the meaning of Article
I.1 of the Belgian Code of Economic Law, as amended from time to time (a
"Belgian Consumer") and this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers have not been and shall
not be distributed, directly or indirectly, in Belgium to Belgian Consumers.
France. The Offers are not being made, directly or indirectly, to the public
in the Republic of France ("France"). Neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to the Offers
have been or shall be distributed to the public in France and only qualified
investors (as defined in Article 2(e) of Regulation (EU) 2017/1129) are
eligible to participate in the Offers. None of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to the Offers
have been or will be submitted for clearance to nor approved by the Autorité
des Marchés Financiers.
Italy. None of the Offers, this announcement, the Tender Offer Memorandum or
any other documents or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The
Offers are 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. Any Noteholders or beneficial owners of the Notes that are resident
and/or located in Italy may tender some or all of their Notes for purchase in
the Offers 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
Notes or the Offers.
Norway. Neither this announcement, nor the Tender Offer Memorandum has been
and neither will be filed with or approved by the Norwegian Financial
Supervisory Authority (Nw. Finanstilsynet), the Oslo Stock Exchange (Nw.
Euronext Oslo Børs) or any other regulatory authority in Norway, and neither
this announcement, nor the Tender Offer Memorandum constitutes or forms part
of (i) a prospectus within the meaning of Regulation (EU) 2017/1129 as amended
and supplemented from time to time, nor (ii) a tender offer document as
referred to in Chapter 6 of the Norwegian Securities Trading Act of 29 June
2007 No. 75 (Nw. verdipapirhandelloven) (the "Norwegian Securities Trading
Act"). Accordingly, neither this announcement, nor the Tender Offer Memorandum
may be made available nor may the Notes otherwise be marketed and offered for
sale in Norway other than in circumstances that do not result in a requirement
for the registration or the publication by the Company or any other person of
a prospectus or tender offer document pursuant to the Norwegian Securities
Trading Act and any regulations passed thereunder.
Switzerland. Neither the Tender Offer Memorandum nor any materials relating to
the Offers constitute a prospectus as such term is understood pursuant to
article 652a or article 1156 of the Swiss Federal Code of Obligations or a
listing prospectus within the meaning of the listing rules of the SIX Swiss
Exchange. Accordingly, the investor protection rules otherwise applicable to
investors in Switzerland do not apply to the Offers. If any Noteholder is in
any doubt as to the contents of this announcement or the Tender Offer
Memorandum or the action it should take, it is recommended to seek its own
financial, accounting and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser.
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