REG - Vodafone Group Plc - Vodafone Group Plc announces Tender Offers
24/05/2023 07:45
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RNS Number : 4879A Vodafone Group Plc 24 May 2023
Vodafone Group Plc announces 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 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.
24 May 2023
Vodafone Group Plc (the "Company") announces today invitations to holders of
(a) its outstanding €2,000,000,000 Capital Securities due 2079 (ISIN:
XS1888179477) and (b) its outstanding U.S.$1,300,000,000 Capital Securities
due 2078 (ISIN: XS1888180640) (together, the "Securities") to tender their
Securities 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 (including, without limitation, the New
Financing Condition (as defined below)) contained in the tender offer
memorandum dated 24 May 2023 (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 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.
Summary of the Offers
Description of the Securities Common Code / ISIN Coupon until the First Reset Date(1) First Call Date Outstanding aggregate principal amount Purchase Price(2)
Amount subject to the Offers and Acceptance Amounts
€2,000,000,000 Capital Securities due 2079 188817947 / XS1888179477 3.100 per cent. p.a. 3 October 2023(3) €2,000,000,000 99.75 per cent. (being €997.50 per €1,000 in principal amount of such Any and all
Securities)
U.S.$1,300,000,000 Capital Securities due 2078 188818064 / XS1888180640 6.250 per cent. p.a. 3 July 2024(4) U.S.$1,300,000,000 100.50 per cent. (being U.S.$1,005 per U.S.$1,000 in principal amount of such An aggregate principal amount of Dollar Securities to be determined by the
Securities) Company (in its sole and absolute discretion), which is expected to be equal
to the U.S. Dollar Equivalent(5) of (i) the aggregate principal amount of the
New Euro Notes (as defined herein) plus (ii) the aggregate principal amount of
the New Sterling Notes (as defined herein), converted into euro at the GBPEUR
FX Rate(6) less (iii) €1,050,000,000 (the "Maximum Dollar Acceptance
Amount"). The principal amount of New Euro Notes and of New Sterling Notes
to be issued, the GBPEUR FX Rate and the Maximum Dollar Acceptance Amount
shall be announced as soon as reasonably practicable on the day following the
pricing of the New Notes(7)
1. "First Reset Date" has the meaning given in the terms and conditions of the
Euro Securities or the Dollar Securities, as the case may be.
2. In addition to the Purchase Price, the Company will also pay holders of the
Securities (whose Securities are accepted for purchase by the Company) the
relevant Accrued Interest Payment (as defined herein) on the Settlement Date.
3. The terms and conditions of the Euro Securities provide for an optional
call at par (together with any accrued and unpaid interest up to (but
excluding) the redemption date and any outstanding Arrears of Interest (as
defined in the terms and conditions of the Euro Securities)) at the Company's
option on any date from (and including) 3 October 2023 to (and including) 3
January 2024.
4. The terms and conditions of the Dollar Securities provide for an optional
call at par (together with any accrued and unpaid interest up to (but
excluding) the redemption date and any outstanding Arrears of Interest (as
defined in the terms and conditions of the Dollar Securities)) at the
Company's option on any date from (and including) 3 July 2024 to (and
including) 3 October 2024.
5. "U.S. Dollar Equivalent" means the amount U.S. dollars equivalent to any
amount specified in euro, converted into U.S. dollars at a fixed conversion
rate of €1 to U.S.$1.1752.
6. "GBPEUR FX Rate" means the conversion rate to be used to convert the
aggregate principal amount of the New Sterling Notes issued into a euro amount
for purposes of calculating the Maximum Dollar Acceptance Amount, which shall
be a GBP/EUR exchange rate that is determined in the Company's sole and
absolute discretion on the date of pricing of the New Sterling Notes.
7. The Company reserves the right (in its sole and absolute discretion) to
accept Dollar Securities validly tendered for purchase in an amount more than
or less than the Maximum Dollar Acceptance Amount, or to accept none of the
Dollar Securities validly tendered for purchase pursuant to the relevant
Offer. If the acceptance of the aggregate principal amount of the Dollar
Securities validly tendered for purchase pursuant to relevant Offer would
result in the Maximum Dollar Acceptance Amount being exceeded, scaling of the
tendered Dollar Securities on a pro rata basis may apply, as further set out
in the Tender Offer Memorandum.
Rationale for the Offers
The purpose of the Offers as well as the planned issuance of the New Notes is,
among other things, to proactively manage the Company's hybrid capital
portfolio. The Company expects to both extend a portion of its hybrid capital
portfolio and simultaneously reduce its hybrid capital portfolio of
approximately €10 billion by no more than 10 per cent. of the current
overall hybrid capital portfolio through the Offers. The Offers also provide
Securityholders with the opportunity to sell their Euro Securities and/or
their Dollar Securities ahead of their respective upcoming First Call Dates
and to apply for priority in the allocation of the New Notes, as more fully
described in the Tender Offer Memorandum.
Securities purchased in the Offers will be cancelled.
Amount subject to the Offers and Acceptance Amounts
The Company intends to accept for purchase any and all Euro Securities validly
tendered pursuant to the relevant Offer in respect of the Euro Securities 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 Euro Securities
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 Euro Securities
for purchase. No scaling will be applied to Tender Instructions that are
accepted in respect of the Euro Securities.
The Company intends to accept for purchase Dollar Securities validly tendered
pursuant to the relevant Offer up to an aggregate principal amount that is to
be determined by the Company (in its sole and absolute discretion), which is
expected to be equal to the U.S. Dollar Equivalent of (i) the aggregate
principal amount of the New Euro Notes plus (ii) the aggregate principal
amount of the New Sterling Notes, converted into euro at the GBPEUR FX Rate
less (iii) €1,050,000,000 (the "Maximum Dollar Acceptance Amount") 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 Dollar Securities 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 Dollar Securities for
purchase.
The amount of the New Euro Notes and the New Sterling Notes to be issued, the
GBPEUR FX Rate and the Maximum Dollar Acceptance Amount shall be announced as
soon as reasonably practicable on the day following the pricing of the New
Notes.
The Company reserves the right (in its sole and absolute discretion) to accept
Dollar Securities validly tendered for purchase in an amount more than or less
than the Maximum Dollar Acceptance Amount, or to accept none of the Dollar
Securities validly tendered for purchase pursuant to the relevant Offer. If
the acceptance of the aggregate principal amount of the Dollar Securities
validly tendered for purchase pursuant to the relevant Offer would result in
the Maximum Dollar Acceptance Amount being exceeded, scaling of the tendered
Dollar Securities on a pro rata basis may apply, as further set out in the
Tender Offer Memorandum.
New Financing Condition
The Company announced on 24 May 2023 its intention to issue new
euro-denominated hybrid capital securities (the "New Euro Notes") and new
sterling-denominated hybrid capital securities (the "New Sterling Notes" and
together with the New Euro Notes, the "New Notes"). Whether the Company will
accept for purchase any Securities validly tendered in the Offers and complete
the Offers or either of them is subject, without limitation, to the successful
completion (in the sole and absolute discretion of the Company) of the issue
of the New Notes (the "New Financing Condition").
Even if the New Financing Condition is satisfied, or waived, the Company is
under no obligation to accept for purchase any Securities validly tendered
pursuant to the Offers. The acceptance for purchase by the Company of
Securities validly tendered pursuant to the Offers is at the sole and absolute
discretion of the Company, and tenders may be rejected by the Company for any
reason.
New Notes Priority
Holders of Securities that wish to subscribe for New Notes in addition to
tendering Securities for purchase pursuant the relevant Offer(s) may, at the
sole and absolute discretion of the Company, receive priority (the "New Notes
Priority") in the allocation of the New Notes, subject to the issue of the New
Notes, such holder indicating their firm intention to tender their
Securities to the Company or one of the Dealer Managers (as set out below) and
subject to such holder making a separate application for the purchase of such
New Notes to one of the Joint Lead Managers of the relevant issue of the New
Notes in accordance with the standard new issue allocation processes and
procedures of such Joint Lead Manager.
A key factor in the allocation of the New Notes will be whether holders of
Securities have validly tendered or indicated their firm intention to the
Company or one of the Dealer Managers to tender their Securities. When
considering allocation of each series of New Notes, the Company intends, but
is not obligated, to give preference to those holders of Securities who, prior
to such allocation, have validly tendered or indicated their firm intention to
the Company or one of the Dealer Managers to tender the Securities and
subscribe for New Notes. However, the Company is not obliged to allocate the
New Notes to a holder of Securities who has validly tendered or indicated a
firm intention to tender the Securities pursuant to the relevant Offer(s) and
any amount allocated may be more or less than the aggregate principal amount
of Securities validly tendered or in respect of which a firm intention to
tender has been indicated by such holder of Securities. Any allocation of the
New Notes, while being considered by the Company as set out above, will be
made in accordance with customary new issue allocation processes and
procedures. In the event that a holder validly tenders Securities pursuant to
the Offers, such Securities will remain subject to such tender as well as the
conditions of the Offers as set out in the Tender Offer Memorandum,
irrespective of whether that holder receives all, part or none of any
allocation of New Notes for which it has applied.
To request New Notes Priority and/or further details, a holder of Securities
should contact one of the Dealer Managers, the contact details for which are
set out below. The pricing of the New Notes is expected to take place prior to
the Expiration Deadline and, as such, holders of Securities are advised to
contact one of the Dealer Managers as soon as possible prior to the Expiration
Deadline in order to provide an indication of their firm intention to tender
their Securities.
Any investment decision to purchase any New Euro Notes should be made solely
on the basis of the information contained in the base prospectus dated 22
September 2022 (as supplemented by supplementary prospectuses dated 15
November 2022 and 22 May 2023) in connection with the Company's
€30,000,000,000 Euro Medium Term Note Programme (together the "Prospectus")
and the final terms (the "Euro Notes Final Terms") in respect of the New Euro
Notes pursuant to which the New Euro Notes are intended to be issued, and no
reliance is to be placed on any representations other than those contained in
the Prospectus and the Euro Notes Final Terms. Subject to compliance with all
applicable securities laws and regulations, the Prospectus and Euro Notes
Final Terms are available from one of the Joint Lead Managers (as defined
herein) of the issue of the New Euro Notes, on request. In addition, the
Prospectus is available, and the Euro Notes Final Terms, when published, will
be available, at:
https://investors.vodafone.com/debt-investors/bonds-outstanding-eu-and-us
(https://investors.vodafone.com/debt-investors/bonds-outstanding-eu-and-us) .
Holders who may wish to subscribe for New Euro Notes should carefully consider
all of the information in the Prospectus, including (but not limited to) the
risk factors therein, and (once published) the Euro Notes Final Terms.
Any investment decision to purchase any New Sterling Notes should be made
solely on the basis of the information contained in the Prospectus and the
final terms (the "Sterling Notes Final Terms" and together with the Euro Notes
Final Terms, the "Final Terms") in respect of the New Sterling Notes pursuant
to which the New Sterling Notes are intended to be issued, and no reliance is
to be placed on any representations other than those contained in the
Prospectus and the Sterling Notes Final Terms. Subject to compliance with all
applicable securities laws and regulations, the Prospectus and Sterling Notes
Final Terms are available from one of the Joint Lead Managers of the issue of
the New Sterling Notes, on request. In addition, the Prospectus is available,
and the Sterling Notes Final Terms, when published, will be available, at:
https://investors.vodafone.com/debt-investors/bonds-outstanding-eu-and-us
(https://investors.vodafone.com/debt-investors/bonds-outstanding-eu-and-us) .
Holders who may wish to subscribe for New Sterling Notes should carefully
consider all of the information in the Prospectus, including (but not limited
to) the risk factors therein, and (once published) the Sterling Notes Final
Terms.
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 (as
defined in Regulation S under the Securities Act).
Compliance information for the New Euro Notes: EEA MiFID II / UK MiFIR
professionals / ECPs-only / No EEA or UK PRIIPS KID - Manufacturer target
market (EEA MiFID II and UK MiFIR product governance) is eligible
counterparties and professional clients only (all distribution channels). No
EEA or UK PRIIPs key information document (KID) has been prepared as not
available to retail in the EEA or the UK.
Compliance information for the New Sterling Notes: UK MiFIR professionals /
ECPs-only / No EEA or UK PRIIPS KID - Manufacturer target market (UK MiFIR
product governance) is eligible counterparties and professional clients only
(all distribution channels). No EEA or UK PRIIPs key information document
(KID) has been prepared as not available to retail in the EEA or the UK.
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 and the minimum
denomination of the New Euro Notes will be €100,000 and the New Sterling
Notes will be £100,000.
Purchase Prices and Accrued Interest
Subject to the applicable Minimum Denomination in respect of the relevant
Series, the Company will, on the Settlement Date, for Securities validly
tendered for purchase pursuant to the Offers and accepted for purchase by the
Company, pay, in respect of:
(i) the Euro Securities, a fixed purchase price of 99.75
per cent. (being €997.50 per €1,000 in principal amount of such
Securities); and
(ii) the Dollar Securities, a fixed purchase price of
100.50 per cent. (being U.S.$1,005 per U.S.$1,000 in principal amount of such
Securities),
in each case, rounded to the nearest cent, with half a cent being rounded
upwards (each, a "Purchase Price").
In addition to the relevant Purchase Price, the Company will also pay an
Accrued Interest Payment in respect of Securities accepted for purchase
pursuant to the Offers.
General
Each Offer begins on 24 May 2023 and will expire at 4.00 p.m. (London time) on
1 June 2023 (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,
Securityholders must validly tender their Securities by delivering, or
arranging to have delivered on their behalf, a valid Tender Instruction that
is received by the Tender Agent by the Expiration Deadline. The deadlines set
by any intermediary and each Clearing System for the submission 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
Securities of any Series of no less than the relevant Minimum Denomination,
and may, in each case, be submitted in integral multiples of €1,000 or
U.S.$1,000 above such Minimum Denomination, as applicable. The Company will
reject any Tender Instructions which relate to a principal amount of
Securities of any relevant Series of less than the relevant Minimum
Denomination.
A separate Tender Instruction must be completed on behalf of each beneficial
owner of Dollar Securities.
Indicative Timetable for the Offers
Events Times and Dates
(all times are London time)
Launch Date 24 May 2023
Announcement by the Company of Offers.
Tender Offer Memorandum available from the Tender Agent.
Commencement of the tender offer period.
Pricing of the New Notes Expected to be prior to the Expiration Deadline
Pricing of the New Notes.
Announcement of the Maximum Dollar Acceptance Amount As soon as reasonably practicable on the Business Day immediately following
pricing of the New Notes
Announcement by the Company of the principal amount of New Euro Notes and of
New Sterling Notes to be issued, the GBPEUR FX Rate and the Maximum Dollar
Acceptance Amount.
Expiration Deadline 4.00 p.m. on 1 June 2023
Final deadline for receipt of valid Tender Instructions by the Tender Agent in
order for Securityholders to be able to participate in the Offers.
Announcement of Results As soon as practicable on the Business Day immediately following the
Expiration Deadline
Announcement by the Company of its decision on whether to accept (subject to
satisfaction, or waiver, of the New Financing Condition and the other the
conditions described in the Tender Offer Memorandum) valid tenders of
Securities pursuant to the Offers and, if so accepted, of (i) each Series
Acceptance Amount, (ii) any Pro-ration Factor that will be applied to Dollar
Securities validly tendered for purchase and (iii) the aggregate principal
amount of each Series that will remain outstanding after the Settlement Date.
Settlement Date Expected to be on 6 June 2023
Subject to satisfaction, or waiver, of the New Financing Condition and the
other the conditions described in the Tender Offer Memorandum, payment of the
relevant Purchase Price and the relevant Accrued Interest Payments in respect
of the Securities accepted for purchase.
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
and (ii) delivery of notices to the Clearing Systems for communication to
Direct Participants. Such announcements may also be made on the relevant
Reuters Insider Screen 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 Agent, the contact details for
which are set out below. Significant delays may be experienced in respect of
notices delivered to the Clearing Systems and Securityholders are urged to
contact the Tender Agent for the relevant announcements during the course of
the Offers, the contact details for which are set out below.
Securityholders are advised to check with any bank, securities broker or other
intermediary through which they hold Securities when such intermediary would
need to receive instructions from a Securityholder in order for that
Securityholder 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.
Further Information
Securityholders 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
BNP Paribas Merrill Lynch International
16, boulevard des Italiens 2 King Edward Street
75009 Paris London EC1A 1HQ
France United Kingdom
Telephone: +44 20 7996 5420
Telephone: +33 1 55 77 78 94 Email: DG.LM-EMEA@bofa.com
Email: liability.management@bnpparibas.com Attention: Liability Management Group
Attention: Liability Management Group
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5282
Email: liabilitymanagement@natwestmarkets.com
Attention: Liability Management Group
Requests for information in relation to the procedures for tendering
Securities in, and for any documents or materials relating to, the Offers
should be directed to:
THE TENDER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Email: vodafone@is.kroll.com
Attention: Owen Morris
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 Securityholder who is in any doubt as to
the action it should take, it 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 Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity if it
wishes to tender such Securities in the Offers. None of the Company, the
Dealer Managers or the Tender Agent makes any recommendation whether the
Securityholders should tender Securities 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 Securities (and tenders of Securities in
the Offers will not be accepted from Securityholders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws 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.
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 and the minimum
denomination of the New Euro Notes will be €100,000 and the New Sterling
Notes will be £100,000.
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. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Securities may not
be tendered in the Offers by any such use, means, instrumentality or facility
from or within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, 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. Any purported tender of Securities
in an Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Securities 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 (as defined in
Regulation S of the Securities Act (each a "U.S. Person")). 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.
Each holder of Securities participating in an 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 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.
Italy. None of the Offers, this announcement, the Tender Offer Memorandum or
any other document 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. Accordingly, Securityholders or beneficial owners of the Securities
that are located in Italy can tender some or all of their Securities for
purchase in the Offers 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-à-vis its clients in connection with the
Securities or the Offers.
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 document or material relating to the Offers has
been or shall be distributed to the public in France and only qualified
investors (as defined in Regulation (EU) 2017/1129) are eligible to
participate in the Offers. Neither this announcement nor the Tender Offer
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