Launch of Tender Offer

Anheuser-Busch InBev SA/NV

31 October 2023

 

31 October 2023

ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES TENDER OFFERS
TO PURCHASE GBP NOTES AND EUR NOTES FOR CASH

Anheuser-Busch InBev SA/NV (the "GBP/EUR Offeror") has today launched separate invitations to holders of its outstanding £700,000,000 2.250% Notes due 2029 (ISIN: BE6295393936) (of which £336,755,000 is outstanding) and  £900,000,000 2.850% Notes due 2037 (ISIN: BE6295395956) (of which £411,263,000 is outstanding) (together, the "GBP Notes") and €1,000,000,000 2.700% Notes due 2026 (ISIN: BE6265142099), €1,000,000,000 1.650% Notes due 2031 (ISIN: BE6312822628) and €750,000,000 2.000% Notes due 2035 (ISIN: BE6301511034) (the "EUR Notes") to tender such GBP Notes or EUR Notes for purchase by the GBP/EUR Offeror for cash subject to the Aggregate Offer Cap, the applicable Pool Offer Cap and the relevant Acceptance Priority Levels (each as defined below) (each such invitation a "GBP/EUR Tender Offer" and, together, the "GBP/EUR Tender Offers" and, together with the US Tender Offers (as defined below), the "Tender Offers"). The Tender Offers are being made on the terms and subject to the conditions contained in the offer to purchase dated 31 October 2023 (the "Offer to Purchase") and are subject to the offer restrictions set out below and as more fully described in the Offer to Purchase.

Copies of the Offer to Purchase are (subject to offer and distribution restrictions) available from the Tender and Information Agent as set out below. Capitalised terms used and not otherwise defined in this announcement have the meanings given in the Offer to Purchase.

Summary of the GBP/EUR Tender Offers

The GBP/EUR Offeror offers to purchase for cash the outstanding GBP Notes and EUR Notes listed below subject to the Aggregate Offer Cap and the applicable Pool Offer Cap⁽¹⁾:

Title of Notes(6)	Principal Amount Outstanding	ISIN	Maturity Date	Acceptance Priority Level(2)	Reference Security / Interpolated Mid-Swap Rate(3)	Fixed Spread (Basis Points)(4)	Early Tender Payment(5)	Bloomberg Reference Page
Pool 1 Tender Offers Up to the Pool 1 Offer Cap of $1,200,000,000
2.700% Notes due 2026,	€1,000,000,000	BE6265142099	31 March 2026	2	2026 Interpolated Mid-Swap Rate	-5	€30	IRSB EU (Pricing Source: BGN)
Pool 2 Tender Offers Up to the Pool 2 Offer Cap of $3,000,000,000, less the aggregate purchase price (excluding Accrued Interest) payable for the Pool 1 Notes validly tendered and accepted for purchase in the Pool 1 Tender Offers
2.850% Notes due 2037	£411,263,000	BE6295395956	25 May 2037	2	UKT 1.750% due 7 September 2037	54	£30	FIT GLT10-50
2.000% Notes due 2035	€750,000,000	BE6301511034	23 January 2035	10	2035 Interpolated Mid-Swap Rate	50	€30	IRSB EU (Pricing Source: BGN)
1.650% Notes due 2031	€1,000,000,000	BE6312822628	28 March 2031	14	2031 Interpolated Mid-Swap Rate	37	€30	IRSB EU (Pricing Source: BGN)
2.250% Notes due 2029	£336,755,000	BE6295393936	24 May 2029	15	UKT 0.500% due 31 January 2029	34	£30	FIT GLT0-10

Notes:

⁽¹⁾ The offers with respect to 2.700% Notes due 2026 and the other notes listed as "Pool 1 Notes" in the Offer to Purchase which are subject to the US Tender Offers (the "Pool 1 Notes") are subject to the "Pool 1 Offer Cap" of $1,200,000,000, representing the maximum aggregate purchase price payable, excluding Accrued Interest, in respect of the Pool 1 Notes that may be purchased (the "Pool 1 Tender Offers") and subject to the Aggregate Offer Cap (as defined below) not being exceeded. The offers with respect to the 2.850% Notes due 2037, the 2.000% Notes due 2035, the 1.650% Notes due 2031 and the 2.250% Notes due 2029 and the other notes listed as "Pool 2 Notes" in the Offer to Purchase which are subject to the US Tender Offers (collectively, the "Pool 2 Notes", and together with the Pool 1 Notes, the "Notes") are subject to the "Pool 2 Offer Cap" (and together with the Pool 1 Offer Cap, the "Pool Offer Caps") of $3,000,000,000 less the aggregate purchase price (excluding Accrued Interest) payable for the Pool 1 Notes validly tendered and accepted for purchase in the Pool 1 Tender Offers, representing the maximum aggregate purchase price payable, excluding Accrued Interest, in respect of the Pool 2 Notes that may be purchased (the "Pool 2 Tender Offers"). The Tender Offers are subject to an "Aggregate Offer Cap" equal to an aggregate purchase price (excluding Accrued Interest) of up to $3,000,000,000, subject to the terms and conditions described in the Offer to Purchase. The Pool 1 Offer Cap, the Pool 2 Offer Cap and the Aggregate Offer Cap, subject to applicable law, may be increased or decreased in the sole discretion of the Offerors.

⁽²⁾ We will accept Notes in each of the Tender Offers in the order of their respective Acceptance Priority Level specified in the Offer to Purchase (each, an "Acceptance Priority Level" with "1" being the highest Acceptance Priority Level and "2" being the lowest Acceptance Priority Level in the case of the Pool 1 Tender Offers, and "1" being the highest Acceptance Priority Level and "16" being the lowest Acceptance Priority Level in the case of the Pool 2 Tender Offers), subject to the terms and conditions described in the Offer to Purchase.

⁽³⁾ The applicable Reference Security will be used to calculate the applicable Total Consideration (as defined below) payable for each series of USD Notes and GBP Notes, and the applicable Interpolated Mid-Swap Rate will be used to calculate the applicable Total Consideration payable for each series of EUR Notes. The Total Consideration payable pursuant to the Tender Offers will be calculated and determined as set forth in the Offer to Purchase.

⁽⁴⁾ The applicable Fixed Spread will be used to calculate the applicable Total Consideration payable for each series of GBP Notes or EUR Notes, which already includes the Early Tender Payment.

⁽⁵⁾ The Total Consideration (as defined below) payable for each series of GBP Notes or EUR Notes will be at a price per £1,000 or €1,000 principal amount of such series of Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase, which is calculated using the applicable Fixed Spread, and when calculated in such a manner already includes the applicable Early Tender Payment.

⁽⁶⁾ The GBP Notes and the EUR Notes are fully and unconditionally guaranteed by Anheuser-Busch Companies LLC, Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev Worldwide Inc., Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV (the "Guarantors").

THE GBP/EUR TENDER OFFERS COMMENCE ON 31 OCTOBER 2023 AND WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON 30 NOVEMBER 2023, UNLESS EXTENDED OR EARLIER TERMINATED (SUCH TIME AND DATE, AS THE SAME MAY BE EXTENDED, THE "EXPIRATION TIME"). HOLDERS WHO TENDER THEIR NOTES MAY WITHDRAW SUCH NOTES AT ANY TIME PRIOR TO THE WITHDRAWAL DEADLINE (AS SPECIFIED HEREIN). TO RECEIVE THE TOTAL CONSIDERATION (AS DEFINED BELOW), WHICH INCLUDES AN EARLY TENDER PAYMENT OF (I) £30 PER £1,000 PRINCIPAL AMOUNT OF SUCH GBP NOTES ACCEPTED FOR PURCHASE, AND (II) €30 PER €1,000 PRINCIPAL AMOUNT OF SUCH EUR NOTES ACCEPTED FOR PURCHASE, PURSUANT TO THE TENDER OFFERS (THE "EARLY TENDER PAYMENT"), HOLDERS MUST VALIDLY TENDER AND NOT VALIDLY WITHDRAW THEIR NOTES PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON 14 NOVEMBER 2023, UNLESS EXTENDED (SUCH TIME, AS THE SAME MAY BE EXTENDED, THE "EARLY TENDER TIME" AND THE "WITHDRAWAL DEADLINE"). HOLDERS WHO VALIDLY TENDER THEIR NOTES AFTER THE EARLY TENDER TIME BUT AT OR PRIOR TO THE EXPIRATION TIME WILL BE ELIGIBLE TO RECEIVE ONLY THE TENDER OFFER CONSIDERATION (AS DEFINED BELOW), WHICH IS AN AMOUNT EQUAL TO THE TOTAL CONSIDERATION MINUS THE EARLY TENDER PAYMENT.  AFTER THE WITHDRAWAL DEADLINE TENDERS WILL BE IRREVOCABLE, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES WHERE ADDITIONAL WITHDRAWAL RIGHTS ARE REQUIRED BY LAW.

Custodians, direct participants in Euroclear Bank SA/NV and/or Clearstream Banking S.A. (together, the "Clearing Systems") and the Clearing Systems will have deadlines for receiving instructions prior to the Expiration Time and holders should contact the intermediary through which they hold their GBP Notes or EUR Notes as soon as possible to ensure proper and timely delivery of instructions.

In order to be eligible to participate in the GBP/EUR Tender Offers in the manner specified in the Offer to Purchase, Holders that hold GBP Notes or EUR Notes directly in the NBB-SSS or through a direct participant of the NBB-SSS (other than a Clearing System) must arrange for the GBP Notes or EUR Notes which they wish to tender to be transferred to an account in either Euroclear Bank SA/NV and/or Clearstream Banking S.A.

Purpose of the GBP/EUR Tender Offers

The primary purpose of the GBP/EUR Tender Offers is to reduce gross debt.

Concurrently with the GBP/EUR Tender Offers, Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev Worldwide Inc. and Anheuser-Busch Companies, LLC announced on 31 October 2023 separate invitations to holders of certain series of their outstanding U.S. dollar denominated securities to tender such securities for cash (together such separate invitations, the "US Tender Offers"). The US Tender Offers are also the subject of the Offer to Purchase but are being made by Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev Worldwide Inc. and Anheuser-Busch Companies, LLC, as applicable, and not the GBP/EUR Offeror. For details on the US Tender Offers please refer to the Offer to Purchase.

GBP Notes or EUR Notes purchased by the GBP/EUR Offeror pursuant to the GBP/EUR Tender Offers will be cancelled and will not be re-issued or re-sold. GBP Notes or EUR Notes which have not been validly submitted and accepted for purchase pursuant to the GBP/EUR Tender Offers will remain outstanding.

Tender Consideration

Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders who validly tender and who do not validly withdraw GBP Notes or EUR Notes at or prior to the Early Tender Time, subject in each case to the tender being in the applicable Authorized Denominations, and whose GBP Notes or EUR Notes are accepted for purchase by the GBP/EUR Offeror, will receive the Total Consideration equal to:

•              the value per such principal amount of GBP Notes or EUR Notes of the relevant series of all the remaining payments of principal thereof and interest thereon required to be made through the maturity date of such GBP Notes or EUR Notes (assuming all such payments are made in full when due), discounted to the Early Settlement Date or, to the extent we do not exercise our right to purchase any Notes on the Early Settlement Date, the Final Settlement Date for such GBP Notes (in a manner consistent with the methodology underlying the respective formula for the Total Consideration set forth in Annex A-2 of the Offer to Purchase) or EUR Notes (in a manner consistent with the methodology underlying the respective formula for the Total Consideration set forth in Annex A-3 of the Offer to Purchase), at a discount rate equal to the sum (such sum being annualised in the case of the GBP Notes) (the "Offer Yield") of:

o     (i) for each series of GBP Notes, the applicable yield to maturity (the "Reference Yield"), calculated by the Dealer Managers in accordance with standard market practice based on the mid-market yield to maturity (rounded to the nearest 0.001%, with 0.0005% rounded upwards) based on the arithmetic mean of the bid and offered yields to maturity of the applicable Reference Security, in each case appearing as of 2:30 p.m., London time, on 15 November 2023 (the "Price Determination Time") on the Bloomberg Reference Page specified on the front cover page of the Offer to Purchase for such series of GBP Notes (or any other recognised quotation source selected by the Dealer Managers in their sole discretion if such quotation report is not available or manifestly erroneous) and (ii) for each series of EUR Notes, the applicable Interpolated Mid-Swap Rate, as of the Price Determination Time, plus

o     the applicable Fixed Spread for the relevant series of GBP Notes or EUR Notes set forth on the front cover of the Offer to Purchase;

•              minus Accrued Interest on the relevant series of GBP Notes or EUR Notes per £1,000 or €1,000 principal amount of Notes to, but not including, the Early Settlement Date or, to the extent we do not exercise our right to purchase any Notes on the Early Settlement Date, the Final Settlement Date.

The Total Consideration includes the Early Tender Payment of (i) £30 per £1,000 principal amount of GBP Notes and (ii) €30 per €1,000 principal amount of EUR Notes, as applicable. Holders that validly tender and who do not validly withdraw GBP Notes or EUR Notes following the Early Tender Time but at or prior to the Expiration Time, and whose GBP Notes or EUR Notes are accepted for purchase, will receive only the Tender Offer Consideration, which is an amount equal to the Total Consideration minus the Early Tender Payment.

The Dealer Managers will calculate the Offer Yield, Total Consideration, Tender Offer Consideration and Accrued Interest on behalf of the Offerors for each series of GBP Notes as set forth in the formula in Annex A-2 to the Offer to Purchase and for each series of EUR Notes as set forth in the formula in Annex A-3 to the Offer to Purchase, and their calculation will be final and binding, absent manifest error.

The GBP/EUR Offeror will publicly announce by press release the Total Consideration for each series of GBP Notes and EUR Notes subject to the GBP/EUR Tender Offers promptly after it is determined (provided that, if the Aggregate Offer Cap and/or any Pool Offer Cap is reached at the Early Tender Time, and the Offerors have not exercised their right to increase such Aggregate Offer Cap and/or Pool Offer Cap to an amount in excess of the amount tendered as of the Early Tender Time, then the applicable Offer Yield and Total Consideration shall be only determined with respect to those series of GBP Notes or EUR Notes accepted for purchase as at the Early Tender Time) and will also announce at the same time the applicable exchange rate used to convert the aggregate purchase price for the GBP Notes or EUR Notes validly tendered into U.S. Dollars for the purpose of determining whether the Pool Offer Caps and/or the Aggregate Offer Cap have been reached.

Because each of the Total Consideration and Tender Offer Consideration for the GBP Notes and EUR Notes is based on a fixed spread pricing formula linked to, in the case of the GBP Notes, the yield to maturity on the applicable Reference Security and, in the case of the EUR Notes, the relevant Interpolated Mid-Swap Rate, the actual amount of cash that may be received by Holders whose GBP Notes and EUR Notes are purchased pursuant to the GBP/EUR Tender Offers will be affected by changes in such yield or Interpolated Mid-Swap Rate (as applicable) during the term of the GBP/EUR Tender Offers before the Price Determination Time. After the Price Determination Time, when the applicable Total Consideration and the applicable Tender Offer Consideration will no longer be linked to the yield to maturity on the applicable Reference Security or the relevant Interpolated Mid-Swap Rate (as applicable), the actual amount of cash that may be received by a tendering Holder (if any GBP Notes or EUR Notes are accepted) pursuant to the GBP/EUR Tender Offers will be known and Holders will be able to ascertain the Total Consideration and Tender Offer Consideration in the manner described above.

Accrued Interest

In addition to the Total Consideration or Tender Offer Consideration paid to Holders of GBP Notes or EUR Notes, Holders will be paid the Accrued Interest per £1,000 or €1,000 principal amount of GBP Notes or EUR Notes tendered, and not validly withdrawn, and accepted pursuant to the GBP/EUR Tender Offers, rounded to the nearest penny (with half a penny rounded upwards).

Pool Offer Caps and Aggregate Offer Cap

The Offerors will only accept for purchase Notes up to a combined aggregate purchase price across the GBP Notes, EUR Notes and the Notes subject to the US Tender Offers of $3,000,000,000 (such amount as the same may be increased or decreased, the "Aggregate Offer Cap"). The Pool 1 Tender Offers are subject to the "Pool 1 Offer Cap" equal to an amount not to exceed an aggregate purchase price (excluding Accrued Interest) of $1,200,000,000 (such amount, as the same may be increased or decreased) and subject to the Aggregate Offer Cap not being exceeded. The Pool 2 Tender Offers are subject to the "Pool 2 Offer Cap" (and, together with the Pool 1 Offer Cap, the "Pool Offer Caps") equal to an amount not to exceed an aggregate purchase price (excluding Accrued Interest) of $3,000,000,000 (such amount, as the same may be increased or decreased) less the aggregate purchase price (excluding Accrued Interest) payable for the Pool 1 Notes validly tendered and accepted for purchase in the Pool 1 Tender Offers.

The Pool 2 Offer Cap will initially be calculated on the basis of the Pool 1 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time, subject to the Pool 1 Offer Cap; provided however that if neither the Aggregate Offer Cap nor the Pool 1 Offer Cap have been reached as at the Early Tender Time, the Pool 2 Offer Cap will then be calculated again following the Expiration Time on the basis of all Pool 1 Notes validly tendered and not validly withdrawn pursuant to the Pool 1 Tender Offers, subject to the Pool 1 Offer Cap (but without prejudice to the fact that Notes tendered prior to or at the Early Tender Time will have priority over Notes tendered after the Early Tender Time, regardless of the Acceptance Priority Levels and whether such Notes are Pool 1 Notes or Pool 2 Notes).

Note that the Aggregate Offer Cap and the Pool Offer Caps apply across a combination of the GBP Notes, EUR Notes and the Notes subject to the US Tender Offers and therefore Holders should refer to the Offer to Purchase for full information. Subject to applicable law, the Offerors expressly reserve the right in their sole discretion to increase or decrease the Aggregate Offer Cap and/or the Pool Offer Caps after setting the Total Consideration at the Price Determination Time without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights, however there can be no assurance that the Offerors will do so.

If at the Early Tender Time, the aggregate purchase price of Notes validly tendered and not validly withdrawn by Holders in any of the Tender Offers would, if such Notes were accepted for purchase in full, result in the applicable Pool Offer Cap being exceeded with respect to such Tender Offer, then such Tender Offer will be oversubscribed and the Offerors will not accept any Notes validly tendered by Holders of Notes in that Tender Offer after the Early Tender Time, unless the Offerors increase the applicable Pool Offer Cap.

To determine whether the Pool Offer Caps and the Aggregate Offer Cap have been reached, the Offerors will first convert the aggregate purchase price for the GBP Notes and EUR Notes validly tendered into U.S. Dollars using the applicable exchange rate on the Bloomberg screen pages "BFIX GBPUSD" and "BFIX EURUSD", respectively, at the time corresponding to the Price Determination Time (or, if such screen is unavailable, a generally recognised source for currency quotations selected by the Dealer Managers with quotes as of a time as close as reasonably possible). 

Priority of Acceptance and Proration

The principal amount of each series of Notes that is purchased in each of the Pool 1 Tender Offers and the Pool 2 Tender Offers will be determined in accordance with the Acceptance Priority Levels, with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 2 being the lowest in the case of the Pool 1 Tender Offers, and Acceptance Priority Level 1 being the highest and Acceptance Priority Level 16 being the lowest in the case of the Pool 2 Tender Offers, provided that, Notes tendered at or prior to the Early Tender Time will be purchased before any Notes tendered after the Early Tender Time, regardless of the Acceptance Priority Level and whether such Notes are Pool 1 Notes or Pool 2 Notes. Note that the Acceptance Priority Levels apply to the GBP Notes, the EUR Notes and the Notes subject to the US Tender Offers and therefore Holders should refer to the Offer to Purchase for full information. Except as provided above with respect to Notes tendered at or prior to the Early Tender Time, all Notes validly tendered in the Tender Offers having a higher Acceptance Priority Level will be accepted before any validly tendered Pool 1 Notes or Pool 2 Notes, respectively, having a lower Acceptance Priority Level are accepted. If the aggregate purchase price (excluding Accrued Interest) of Notes tendered in each of the Pool 1 Tender Offers and the Pool 2 Tender Offers would, if such Notes were accepted for purchase in full, result in the applicable Pool Offer Cap with respect to such Tender Offer being exceeded, the amount of Notes purchased may be subject to proration (as described in the Offer to Purchase).

If the Pool 1 Offer Cap is reached at the Early Tender Time, then no Pool 1 Notes tendered after the Early Tender Time will be purchased unless the Offerors increase the Pool 1 Offer Cap, regardless of the Acceptance Priority Level of such Notes tendered after the Early Tender Time. If the Pool 2 Offer Cap is reached at the Early Tender Time, then no Pool 2 Notes tendered after the Early Tender Time will be purchased unless the Offerors increase the Pool 2 Offer Cap, regardless of the Acceptance Priority Level of such Notes tendered after the Early Tender Time. If the Aggregate Offer Cap is reached at the Early Tender Time, then no Notes tendered after the Early Tender Time will be purchased unless the Offerors increase the Aggregate Offer Cap and any applicable Pool Offer Cap, regardless of the Acceptance Priority Level of such Notes tendered after the Early Tender Time.

If the Tender Offers are not oversubscribed at the Early Tender Time but the purchase of all Notes validly tendered after the Early Tender Time and at or prior to the Expiration Time, when added to the Notes that were accepted for purchase by the Offerors at the Early Tender Time, would cause the Offerors to purchase (i) Pool 1 Notes of a combined aggregate purchase price in excess of the Pool 1 Offer Cap or (ii) Pool 2 Notes of a combined aggregate purchase price in excess of the Pool 2 Offer Cap, then such Tender Offer will be oversubscribed at the Expiration Time and the Offerors will accept for purchase (assuming satisfaction or waiver of the conditions to the Offers) the principal amount of each series of Notes in accordance with the Acceptance Priority Levels (provided that Notes validly tendered and not validly withdrawn at or prior to the Early Tender Time will be purchased prior to any Notes tendered after the Early Tender Time, regardless of the Acceptance Priority Level of such Notes and whether such Notes are Pool 1 Notes or Pool 2 Notes), with Acceptance Priority Level 1 being the highest and Acceptance Priority Level 2 the lowest in the case of the Pool 1 Tender Offers, and Acceptance Priority Level 1 being the highest and Acceptance Priority Level 16 being the lowest in the case of the Pool 2 Tender Offers, and the amount of Notes purchased will be subject to proration (as described herein) such that the Offerors will not purchase (i) Pool 1 Notes which when combined have an aggregate purchase price in excess of the Pool 1 Offer Cap or (ii) Pool 2 Notes which when combined have an aggregate purchase price in excess of the Pool 2 Offer Cap.

If the purchase of all validly tendered Notes would result in an aggregate purchase price greater than the applicable Pool Offer Cap, then such Tender Offer will be oversubscribed and if the Offerors accept Notes in the Tender Offers, any Notes accepted for purchase in the lowest Acceptance Priority Level in which Notes are accepted for purchase will be accepted for tender on a prorated basis, with the aggregate principal amount of each Holder's validly tendered Notes accepted for purchase determined by multiplying each Holder's tender of Notes of such Acceptance Priority Level by the proration factor, and rounding the product down to the nearest $1,000, €1,000 or £1,000 principal amount, as applicable.

In the event of any such proration:

(a)           the GBP/EUR Offeror intends to apply the applicable proration factor to each valid tender of EUR Notes in such a manner as will result in both (i) the relevant Holder transferring EUR Notes to the GBP/EUR Offeror in an aggregate principal amount of at least the relevant minimum denomination of the EUR Notes of €100,000 (the "Minimum Denomination") (unless the relevant GBP/EUR Tender Instruction is rejected in its entirety, as described in paragraph (b) below) and (ii) the relevant Holder's residual amount of EUR Notes (being the principal amount of the EUR Notes the subject of the relevant GBP/EUR Tender Instruction that are not accepted for purchase by virtue of such scaling) amounting to either (A) at least the relevant Minimum Denomination or (B) zero, and (subject as provided in paragraph (b) below) the GBP/EUR Offeror therefore intends to adjust the relevant proration factor applicable to any Tender Instruction accordingly; and

(b)           if following the application of the applicable proration factor (prior to any adjustment as referred to in paragraph (a) above), the principal amount of EUR Notes otherwise due to be accepted for purchase from a Holder pursuant to a GBP/EUR Tender Instruction would be less than the relevant Minimum Denomination, the GBP/EUR Offeror may in its sole discretion choose to (i) accept at least the relevant Minimum Denomination or (ii) reject the relevant GBP/EUR Tender Instruction in its entirety.

Expiration Time; Extension; Amendment; Termination

The GBP/EUR Tender Offers will expire at 5:00 p.m., New York City time, on 30 November 2023, unless extended or earlier terminated by the GBP/EUR Offeror in its sole discretion.  In the event a Tender Offer is extended, the term "Expiration Time" with respect to such extended Tender Offer shall mean the time and date on which such Tender Offer as so extended, shall expire. The GBP/EUR Offeror reserves the right to extend any Tender Offer from time to time or for such period or periods as they may determine in its sole discretion. If the GBP/EUR Offeror exercises any such right, it will give written notice thereof to the Tender and Information Agent and will make a public announcement thereof as promptly as practicable. Such announcement, in the case of an extension of the Expiration Time or Early Tender Time, will be issued no later than 9:00 a.m., New York City time, on the next business day after the previously scheduled Expiration Time or Early Tender Time, respectively. During any extension of the GBP/EUR Tender Offers, all GBP Notes and EUR Notes previously tendered (and not validly withdrawn) and not accepted for purchase will remain subject to the GBP/EUR Tender Offers and, subject to the terms and conditions of the GBP/EUR Tender Offers, may be accepted for purchase by the GBP/EUR Offeror. 

Subject to applicable law, the GBP/EUR Offeror reserves the right, in its sole discretion, at any time prior to the Expiration Time, to waive any condition of the GBP/EUR Tender Offers, to amend any of the terms of the GBP/EUR Tender Offer, and to modify the Total Consideration or Tender Offer Consideration.

Subject to applicable law, the GBP/EUR Offeror reserves the right, in their sole discretion to terminate the GBP/EUR Tender Offers.  Any such termination will be followed promptly by public announcement thereof.  In the event the GBP/EUR Offeror terminates a Tender Offer, it shall give immediate notice thereof to the Tender and Information Agent. In the event that the GBP/EUR Tender Offers are terminated, withdrawn or otherwise not consummated prior to the Early Tender Time or Expiration Time, respectively, the Total Consideration or the Tender Offer Consideration (as applicable) will not become payable pursuant thereto.

If a GBP/EUR Tender Offer is terminated, all GBP/EUR Tender Instructions in respect of GBP Notes or EUR Notes of the relevant series will be deemed to be withdrawn automatically.

All references in this announcement to the Expiration Time of the GBP/EUR Tender Offers are to such Expiration Time, as such date may be extended or terminated.

Withdrawal of Tenders

You may withdraw your tender of GBP Notes or EUR Notes at any time at or prior to the Withdrawal Deadline, but tenders will thereafter be irrevocable, except in certain limited circumstances where the GBP/EUR Offeror determines that additional withdrawal rights are required by law.

Tenders may not be validly withdrawn after the Withdrawal Deadline, other than as set forth in the Offer to Purchase or unless the GBP/EUR Offeror amends the applicable Tender Offer, in which case withdrawal rights may be extended as the GBP/EUR Offeror determines, to the extent required by law, appropriate to allow tendering Holders a reasonable opportunity to respond to such amendment.

Summary of Action to be Taken

To tender GBP Notes or EUR Notes in a GBP/EUR Tender Offer, a holder of GBP Notes or EUR Notes should deliver, or arrange to have delivered on its behalf, via the relevant Clearing System and in accordance with the requirements of such Clearing System, a valid GBP/EUR Tender Instruction that is received in each case by the Tender and Information Agent by the Expiration Time.

GBP/EUR Tender Instructions must be submitted in respect of a principal amount of GBP Notes or EUR Notes of no less than £1,000 or EUR 100,000 (as applicable) and may be submitted in integral multiples of £1,000 or €1,000 thereafter. Holders who tender less than all of their Notes must continue to hold their Notes in Authorized Denominations.

Holders holding GBP Notes or EUR Notes directly in the NBB-SSS or through a direct participant of the NBB-SSS (other than a Clearing System) must, in order to be eligible to participate in the GBP/EUR Tender Offers in the manner specified in the Offer to Purchase, (i) arrange for the GBP Notes or EUR Notes which they wish to tender to be transferred to an account in either of the Clearing Systems, and (ii) maintain, or where relevant, procure, access to an account in either of the Clearing Systems through which such GBP Notes or EUR Notes can be traded, and to which the Total Consideration or Tender Offer Consideration (as applicable) and the applicable Accrued Interest may be credited by the GBP/EUR Offeror.

Holders who do not have access to an account, as described above, in either of the Clearing Systems (either directly or through a direct participant or other intermediary), or who do not transfer the GBP Notes or EUR Notes which they wish to tender to a direct participant in either Clearing System, will not be able to submit a GBP/EUR Tender Instruction to the Tender and Information Agent and will not be eligible to participate in the GBP/EUR Tender Offers in the manner specified in the Offer to Purchase.

Any Holder who (i) holds its GBP Notes or EUR Notes directly, or through a direct participant of the NBB-SSS, in an "N account" within the NBB-SSS, (ii) is not eligible, in accordance with Article 4 of the Belgian Royal Decree of 26 May 1994, to hold its GBP Notes or EUR Notes (directly or indirectly) in an "X account" within the NBB-SSS, and who is therefore unable to transfer the relevant GBP Notes or EUR Notes with to account in either of the Clearing Systems and (iii) who is eligible to view the Offer to Purchase and make an investment decision with respect to the GBP/EUR Tender Offers, may contact the Tender and Information Agent for further information, using the contact details set out below.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold GBP Notes or EUR Notes when such intermediary would require to receive instructions from a Holder in order for that Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the GBP/EUR Tender Offers before the deadlines specified in the Offer to Purchase. The deadlines set by any such intermediary and each Clearing System for the submission of GBP/EUR Tender Instructions will be earlier than the relevant deadlines specified in the Offer to Purchase.

Significant Dates and Times

Please take note of the following significant dates and times in connection with the GBP/EUR Tender Offers.

Date		Time and Calendar Date		Event
Launch Date .........................		31 October 2023		Commencement of the GBP/EUR Tender Offers upon the terms and subject to the conditions set forth in the Offer to Purchase. Offer to Purchase available (subject to the restrictions set out in "Offer and Distribution Restrictions") from the Tender and Information Agent.
Early Tender Time................		5:00 p.m., New York City time, on 14 November 2023, unless extended.		The deadline for Holders to tender Notes to be eligible for the Total Consideration, which includes the Early Tender Payment (in addition to the Accrued Interest). The GBP/EUR Offeror will issue a press release announcing the results of the GBP/EUR Tender Offers as of the Early Tender Time as soon as reasonably practicable after the Early Tender Time.
Withdrawal Deadline...........		5:00 p.m., New York City time, on 14 November 2023, unless extended.		The deadline for Holders to validly withdraw tenders of their Notes. If a tender of Notes is validly withdrawn, the Holder will not receive any consideration on any Settlement Date (unless that Holder validly re-tenders such Notes at or prior to the Expiration Time and the Notes are accepted by the GBP/EUR Offeror).
Price Determination Time...		The GBP/EUR Offeror expects that this time will be at or about 2:30 p.m., London time, on 15 November 2023, unless extended.		The Dealer Managers will determine the applicable Reference Yield (as defined herein) for each series of Notes eligible for tendering and calculate the applicable Total Consideration and applicable Tender Offer Consideration (provided that, if any Pool Offer Cap and/or the Aggregate Offer Cap is reached at the Early Tender Time, and the Offerors have not exercised their right to increase such Pool Offer Cap and/or the Aggregate Offer Cap to an amount in excess of the amount tendered as of the Early Tender Time, then the applicable Reference Yield and Total Consideration shall be only determined with respect to those series of Notes accepted for purchase as at the Early Tender Time).  The GBP/EUR Offeror will issue a press release announcing (i) the applicable Reference Yield, the Total Consideration and the Tender Offer Consideration for each series of Notes eligible for the GBP/EUR Tender Offers as soon as reasonably practicable after the determination thereof and (ii) whether the GBP/EUR Offeror intends to exercise its right to have an Early Settlement Date (provided that, if any Pool Offer Cap and/or the Aggregate Offer Cap is reached at the Early Tender Time, and the Offerors have not exercised their right to increase such Pool Offer Cap and/or the Aggregate  Offer Cap to an amount in excess of the amount tendered as of the Early Tender Time, then the applicable Reference Yield and Total Consideration shall be only determined with respect to those series of Notes accepted for purchase as at the Early Tender Time).
Early Settlement Date..........		A date promptly following the applicable Early Tender Time, expected to be 17 November 2023 (but may change without notice).		If we choose to exercise our option to have an Early Settlement Date, the date the GBP/EUR Offeror will deposit with Euroclear and Clearstream, Luxembourg, as applicable, the amount of cash necessary to pay, and Euroclear and Clearstream, Luxembourg, as applicable, will pay, to each Holder whose GBP Notes or EUR Notes are validly tendered and not validly withdrawn at or prior to the Early Tender Time and accepted for purchase, the applicable Total Consideration plus Accrued Interest in respect of such Notes.
Expiration Time....................		The Tender Offers will expire at 5:00 p.m., New York City time, on 30 November 2023, unless extended or earlier terminated.		The last time and date for Notes to be tendered pursuant to the GBP/EUR Tender Offers. Unless the Aggregate Offer Cap is reached at the Early Tender Time (and not increased by the Offerors to an amount in excess of the amount tendered as of the Early Tender Time), the GBP/EUR Offeror expects to publish a press release promptly following the Expiration Time announcing the amount of GBP Notes and EUR Notes, if any, to be accepted for purchase on the Final Settlement Date.
Final Settlement Date..........		The GBP/EUR Offeror expects the Final Settlement Date will occur on 5 December 2023, unless the GBP/EUR Tender Offers are extended or earlier terminated or the Aggregate Offer Cap is reached at the Early Tender Time (and not increased by the Offerors to an amount in excess of the amount tendered as of the Early Tender Time).		The date the GBP/EUR Offeror will deposit with Euroclear and Clearstream, Luxembourg, as applicable, the amount of cash necessary to pay, and Euroclear and Clearstream, Luxembourg, as applicable, will pay, to each Holder whose GBP Notes or EUR Notes are accepted for purchase (i) the applicable Tender Offer Consideration for Notes tendered after the Early Tender Time and (ii) the applicable Total Consideration for GBP Notes or EUR Notes tendered and not validly withdrawn at or prior to the Early Tender Time and not previously purchased at an Early Settlement Date, plus, in each case, Accrued Interest in respect of such GBP Notes or EUR Notes.

Unless stated otherwise, announcements in connection with the Tender Offers in respect of the GBP Notes and the EUR Notes will be made via the Regulatory News Service of the London Stock Exchange plc ("RNS") and may also be made through Euroclear Bank SA/NV ("Euroclear") and Clearstream Banking S.A. ("Clearstream, Luxembourg") (including through the securities settlement system operated by the National Bank of Belgium (the "NBB-SSS") for delivery to participants in the NBB-SSS).  Announcements may also be made by the issue of a press release on a widely disseminated news service. Copies of all such announcements, press releases and notices can also be obtained from the Tender and Information Agent, the contact details for whom are set out below. Significant delays may be experienced where notices are delivered to Euroclear, Clearstream, Luxembourg and the NBB-SSS and Holders are urged to contact the Tender and Information Agent for the relevant announcements relating to the Tender Offers.

The above times and dates are subject to our right to extend, amend and/or terminate any or all of the GBP/EUR Tender Offers (subject to applicable law and as provided in the Offer to Purchase). Holders of GBP Notes and/or EUR Notes are advised to check with any bank, securities broker or other intermediary through which they hold GBP Notes and/or EUR Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, one or more GBP/EUR Tender Offers, before the deadlines specified in the Offer to Purchase. The deadlines set by any such intermediary or Clearing Systems for the submission of GBP/EUR Tender Instructions will be earlier than the relevant deadlines specified above.

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 ("MAR").

FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY PATRICK RYAN, GLOBAL DIRECTOR (TREASURY) OF THE GBP/EUR OFFEROR.

Further Information

A complete description of the terms and conditions of the GBP/EUR Tender Offers is set out in the Offer to Purchase. Before making a decision with respect to the GBP/EUR Tender Offers, Holders should carefully consider all of the information in the Offer to Purchase.

Barclays Bank PLC, BNP Paribas Securities Corp., BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Aktiengesellschaft, ING Bank N.V., J.P. Morgan SE and Santander US Capital Markets LLC are the lead dealer managers (the "Lead Dealer Managers" and, together with the dealer managers appointed in respect of the US Tender Offers and any additional dealer managers, the "Dealer Managers") for the GBP/EUR Tender Offers, and Global Bondholder Services Corporation is the tender agent (the "Tender and Information Agent") for the GBP/EUR Tender Offers.

Questions and requests for assistance in connection with the GBP/EUR Tender Offers may be directed by Relevant Holders (as defined below) to BofA Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank Aktiengesellschaft, J.P. Morgan SE and Santander US Capital Markets LLC. Requests for additional copies of the Offer to Purchase, or questions or requests for assistance from Holders that are not Relevant Holders, should be directed to the Tender and Information Agent.  Beneficial owners may also contact their Custodian for assistance concerning the Tender Offers.

LEAD DEALER MANAGERS (in respect of the GBP/EUR Tender Offers as made to Relevant Holders (as defined below) only)
BofA Securities, Inc. 620 S Tryon Street, 20th Floor Charlotte North Carolina 28255 United States of America Attn: Liability Management Group Collect: [phone] Toll Free: [phone] Email: [e-mail] In Europe: Telephone: [phone] Email: [e-mail]		Citigroup Global Markets Inc. 388 Greenwich Street, Trading 4th Floor New York, New York 10013 United States of America Attn: Liability Management Group Collect: [phone] Toll Free: [phone] Email: [e-mail]
Deutsche Bank Aktiengesellschaft Mainzer Landstr. 11-17 60329 Frankfurt am Main Germany Attn: Liability Management Group Telephone: [phone]		J.P. Morgan SE Taunustor 1 (TaunusTurm) 60310 Frankfurt am Main Germany Attn: Liability Management Group Telephone: [phone] Email: [e-mail]
Santander US Capital Markets LLC 437 Madison Avenue 10th Floor New York, NY 10022 United States of America Attn: Liability Management Group Fax: [phone] Toll: [phone] Toll Free: [phone] Email: [e-mail]
Barclays Bank PLC	BNP Paribas Securities Corp.		ING Bank N.V.

THE TENDER AND INFORMATION AGENT

Global Bondholder Services Corporation By Facsimile (Eligible Institutions Only): [phone] or [phone] By Mail or Hand: 65 Broadway-Suite 404 New York, New York 10006 Attention: Corporate Actions Banks and Brokers Call Collect: [phone] All Others, Please Call Toll-Free: [phone] By E-mail: [e-mail] Website: https://gbsc-usa.com/registration/abi

None of the Dealer Managers, the Tender and Information Agent, the GBP/EUR Offeror, the Guarantors, nor any director, officer, employee, agent or affiliate of any such person, is acting for any Holder, or will be responsible to any Holder for providing any protections which would be afforded to its clients or for providing advice in relation to the Tender Offers, and accordingly none of the Dealer Managers, the Tender and Information Agent, the GBP/EUR Offeror, the Guarantors, nor any director, officer, employee, agent or affiliate of, any such person makes any recommendation whether Holders should tender GBP Notes or EUR Notes in the Tender Offers. If any Holder is in any doubt as to the action it should take or is unsure of the impact of the GBP/EUR Tender Offers, it is recommended that the Holder seek its own financial and legal advice, including as to any tax consequences, from its securities broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.

None of the Dealer Managers (nor any of their respective directors, officers, employees, agents or affiliates) has any role in relation to any part of the GBP/EUR Tender Offers made to Holders that are not Relevant Holders, where "Relevant Holders" means a Holder of GBP Notes or EUR Notes that is:

(a)           if resident or located in a member state of the European Union (the "EU"), an "eligible counterparty" or a "professional client", each as defined in Directive No. 2014/65/EU on markets in financial instruments (as amended from time to time);

(b)           if resident or located in the UK, an "eligible counterparty", as defined in the FCA Handbook Conduct of Business Sourcebook, or a "professional client" as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018; or

(c)           if resident or located in a jurisdiction outside of the EU and the UK, an institutional holder under applicable local law and not a retail holder.

Offer and Distribution Restrictions

The GBP/EUR Offeror has not filed this announcement or the Offer to Purchase with, and neither this announcement nor the Offer to Purchase has been reviewed by, any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of this announcement or the Offer to Purchase, and it is unlawful and may be a criminal offense to make any representation to the contrary. No person has been authorized to give any information or to make any representations other than those contained or incorporated by reference in the Offer to Purchase. Holders must comply with all laws that apply to them in connection with the Offer to Purchase. Holders must also obtain any consents or approvals that they need in order to tender GBP Notes and/or EUR Notes pursuant to the GBP/EUR Tender Offers. None of the GBP/EUR Offeror, the Guarantors, the Dealer Managers or the Tender and Information Agent is responsible for Holders' compliance with these legal requirements.

Neither this announcement nor the Offer to Purchase constitutes an offer to purchase or a solicitation of an offer to sell GBP Notes or EUR Notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. In those jurisdictions where the securities, blue sky or other laws require the GBP/EUR Tender Offers to be made by a licensed broker or dealer and any of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the GBP/EUR Tender Offers shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the GBP/EUR Offeror in such jurisdiction (but only to any Holder that is a Relevant Holder). Neither the delivery of the Offer to Purchase nor any purchase of GBP Notes and/or EUR Notes will, under any circumstances, create any implication that the information contained in the Offer to Purchase is current as of any time subsequent to the date of such information.

United Kingdom. The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the GBP/EUR Tender Offers is not being made by 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 (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated to: (1) persons who are outside of the United Kingdom; (2) investment professionals falling within the definition contained in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (3) those persons who are existing members or creditors of the GBP/EUR Offeror or other persons falling within Article 43(2) of the Order; or (4) any other persons to whom such documents and/or materials may lawfully be communicated in accordance with the Order (all such persons together being referred to as "relevant persons"). This announcement, the Offer to Purchase and any other documents or materials relating to the GBP/EUR Tender Offers are only available to relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.

France. The Tender Offers are not being made, directly or indirectly, in the Republic of France (other than to qualified investors as described below). This announcement, the Offer to Purchase and any other document or material relating to the GBP/EUR Tender Offers have only been, and shall only be, distributed in the Republic of France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation"). Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the GBP/EUR Tender Offers have been or will be submitted for clearance to the Autorité des marchés financiers.

Italy. None of the GBP/EUR Tender Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the GBP/EUR Tender Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to applicable Italian laws and regulations. The Tender Offers are being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended. Holders or beneficial owners of the GBP Notes or EUR Notes that are resident or located in Italy can tender their GBP Notes or EUR Notes, as applicable, for purchase through authorized 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 February 15, 2018, as amended, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with any other applicable laws and regulations and with any requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the GBP Notes, the EUR Notes or the Offer to Purchase.

Belgium. Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the GBP/EUR Tender Offers have been, or will be, submitted or notified to, or approved or recognized by, the Belgian Financial Services and Markets Authority ("Autorité des services et marchés financiers"/"Autoriteit voor Financiële Diensten en Markten"). The Tender Offers are not being made in Belgium by way of a public offering within the meaning of Articles 3, §1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public takeover bids ("loi relative aux offres publiques d'acquisition"/ "wet op de openbare overnamebiedingen"), as amended or replaced from time to time. Accordingly, the GBP/EUR Tender Offers may not be, and are not being, advertised and the GBP/EUR Tender Offers will not be extended and this announcement, the Offer to Purchase and any other documents or materials relating to the GBP/EUR Tender Offers (including any memorandum, information circular, brochure or any similar documents) may not, have not, and will not, be distributed or made available, directly or indirectly, to any person in Belgium other than to "qualified investors" ("investisseur qualifié"/"gekwalificeerde belegger") within the meaning of Article 2(e) of the Prospectus Regulation acting on their own account. Insofar as Belgium is concerned, the GBP/EUR Tender Offers are made only to qualified investors, as this term is defined above. Accordingly, the information contained in this announcement, the Offer to Purchase or in any other documents or materials relating to the GBP/EUR Tender Offers may not be used for any other purpose or disclosed or distributed to any other person in Belgium.

 

END