Tender Offer

B&M European Value Retail S.A.

13 November 2023

 

 

13 November 2023

B&M European Value Retail S.A.

B&M Offers to Purchase for Cash the Outstanding 3.625% Senior Secured Notes due 2025

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 ("EU MAR") AND ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW IN THE UNITED KINGDOM (THE "UK") BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR").  

THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL, ISSUE OR PURCHASE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE, SUBSCRIBE FOR OR SELL, ANY SECURITIES OF B&M EUROPEAN RETAIL VALUE S.A. THIS ANNOUNCEMENT IS NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OR TO ANY U.S. PERSON OR ANY JURISDICTION IN WHICH THE PUBLICATION, DISTRIBUTION OR RELEASE WOULD BE UNLAWFUL. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.  

B&M European Value Retail S.A. (the "Offeror") (BME:LN) announces today that it has commenced a cash offer to holders of its existing £400 million 3.625% Senior Secured Notes due 2025 (the "Existing Notes") to tender their Existing Notes for purchase by the Offeror up to a Maximum Acceptance Amount (as described in the table below) (the "Tender Offer"), subject to the satisfaction of the New Financing Condition (as defined below) and other terms and conditions set out in the tender offer memorandum, dated 13 November 2023 (the "Tender Offer Memorandum").

Description of the Existing Notes	Outstanding Principal Amount	ISIN/Common Code	Purchase Price(1)	Maximum Acceptance Amount
3.625% Senior Secured Notes due 2025	£400,000,000	ISIN: XS2199627030 Common Code: 219962703	98%	The Offeror will determine the Maximum Acceptance Amount at its sole and absolute discretion. The indicative Maximum Acceptance Amount will be announced by the Offeror after the pricing of the New Notes. Subject to the Offeror's final determination (in its sole and absolute discretion), the Maximum Acceptance Amount is expected to be equal to the aggregate principal amount of the New Notes (excluding, for the avoidance of doubt, accrued and unpaid interest).

(1)           Expressed as a percentage of principal amount of Existing Notes tendered and accepted by the Offeror, exclusive of any accrued and unpaid interest, which will be paid to, but not including, the settlement date of the Tender Offer.

Consummation of the Tender Offer is subject to the satisfaction of certain conditions, including, without limitation, the New Financing Condition and the conditions set out herein (each as more fully described in the Tender Offer Memorandum). Subject to applicable law, the Offeror reserves the right, in its sole and absolute discretion, to waive any and all conditions to the Tender Offer.

The Offeror announced today its intention to offer new sterling denominated senior secured notes due 2030 (the "New Notes") in aggregate principal amount of £250 million. The settlement of the Tender Offer is conditioned upon, among other things, satisfaction of the New Financing Condition. It is expected that the issue of the New Notes and the Tender Offer will settle on or around the Settlement Date (as defined below).

Whether the Offeror will accept for purchase any Existing Notes validly tendered in the Tender Offer and complete the Tender Offer is subject, without limitation, to the successful completion (in the sole determination of the Offeror) of the issue of the New Notes (the "New Financing Condition"). There can be no assurance that the Offeror will be able to satisfy the New Financing Condition.

The Offeror is proposing the Tender Offer and the contemplated issuance of New Notes to improve its overall debt maturity profile. Existing Notes purchased by the Offeror pursuant to the Tender Offer are expected to be cancelled and will not be re-issued or re-sold. Any Existing Notes that are not successfully tendered and accepted for purchase by the Offeror will remain outstanding.

If the Offeror decides to accept any valid tenders of Existing Notes for purchase pursuant to the Tender Offer, the Offeror shall determine (in its sole and absolute discretion) the maximum aggregate principal amount of Existing Notes to be accepted and purchased pursuant to the Tender Offer (the "Maximum Acceptance Amount"). The indicative Maximum Acceptance Amount is expected to be announced as soon as reasonably practicable after the pricing of the New Notes. Subject to the Offeror's final determination (in its sole and absolute discretion), the Maximum Acceptance Amount is expected to be equal to the aggregate principal amount of the New Notes (excluding, for the avoidance of doubt, accrued and unpaid interest).

The Offeror will pay, for Existing Notes accepted for purchase pursuant to the Tender Offer (and subject to satisfaction or waiver of the New Financing Condition), a cash consideration amount (the "Purchase Consideration") equal to the product of (i) the purchase price equal to 98% of the principal amount of such Existing Notes (such percentage, the "Purchase Price") and (ii) the principal amount of such Existing Notes accepted for purchase pursuant to the Tender Offer. The Offeror will also pay an accrued interest payment corresponding to accrued and unpaid interest on the Existing Notes from (and including) the immediately preceding interest payment date for the Existing Notes up to (but excluding) the Settlement Date to all noteholders whose Existing Notes have been validly tendered (and not validly withdrawn) and accepted for purchase (the "Accrued Interest Payment").

When considering allocation of the New Notes (if any), the Offeror may give preference to those noteholders that, prior to such allocation, have validly tendered or have given a firm intention to any Dealer Manager that they intend to tender all or a portion of their Existing Notes for purchase pursuant to the Tender Offer. Therefore, a noteholder that wishes to subscribe for New Notes in addition to tendering its Existing Notes for purchase pursuant to the Tender Offer may be eligible to receive, at the sole and absolute discretion of the Offeror, priority in the allocation of the New Notes, subject to the issue of the New Notes and such noteholder making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Notes) in accordance with the standard new issue procedures of such Dealer Manager. Any such preference will, subject to the sole and absolute discretion of the Offeror, be applicable up to the aggregate principal amount of Existing Notes tendered by such noteholder (or in respect of which such noteholder has indicated a firm intention to tender as described above) pursuant to the Tender Offer. However, the Offeror is not obliged to allocate any New Notes to a noteholder that has validly tendered or indicated a firm intention to tender its Existing Notes for purchase pursuant to the Tender Offer and, if any such New Notes are allocated, the principal amount thereof may be less or more than the principal amount of Existing Notes tendered by such noteholder and accepted for purchase by the Offeror pursuant to the Tender Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Notes (being £100,000).

All allocations of the New Notes, while being considered by the Offeror as set out above, will be made in accordance with customary new issue allocation processes and procedures in the sole and absolute discretion of the Offeror. In the event that a noteholder validly tenders Existing Notes pursuant to the Tender Offer, such Existing Notes will remain subject to such tender and the conditions of the Tender Offer as set out in the Tender Offer Memorandum, including the blocking of such Existing Notes, irrespective of whether that noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Time (as defined below) for the Tender Offer and any noteholder that wishes to subscribe for New Notes in addition to tendering Existing Notes for purchase pursuant to the Tender Offer should therefore provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Existing Notes for purchase pursuant to the Tender Offer and the principal amount of Existing Notes that it intends to tender.

Set forth below is an indicative summary of the important dates in connection with the Tender Offer.

·    The Tender Offer and announcement of the offering of the New Notes will commence on 13 November 2023.

·    The pricing of the offering of the New Notes will occur on a date to be determined by the Offeror in its sole and absolute discretion, which is expected to be prior to the Expiration Time.

·    The Offeror will announce the indicative Maximum Acceptance Amount as soon as reasonably practicable after the pricing of the offering of the New Notes.

·    The Tender Offer will expire at 4:00 p.m. London time, on 20 November 2023, unless extended, re-opened, amended or terminated (the "Expiration Time").

·    The Offeror will announce whether the Offeror will accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of Existing Notes pursuant to the Tender Offer and, if so accepted, (i) the Maximum Acceptance Amount, (ii) the principal amount of Existing Notes validly tendered, (iii) the aggregate principal amount of Existing Notes accepted for purchase and (iv) the Scaling Factor applicable to Tender Only Instructions (as defined below) (if any), as soon as reasonably practicable after the Expiration Time.

·    Settlement of the Tender Offer is expected to take place on or about 23 November 2023, subject to the right of the Offeror to extend, re-open and/or terminate the Tender Offer (the "Settlement Date"), provided that all conditions to the occurrence of the Settlement Date have been satisfied or waived. 

Eligible noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Existing Notes as to when such intermediary would need to receive instructions from an eligible noteholder before the deadlines specified in the Tender Offer Memorandum in order for such eligible noteholder to be able to participate in, withdraw from, or revoke its instruction to participate in, the Tender Offer. The deadlines set by any such intermediary and Euroclear Bank SA/NV or Clearstream Banking S.A. for the submission and withdrawal of a Tender Instruction (as defined in the Tender Offer Memorandum) will be earlier than the relevant deadlines specified above and the Tender Offer Memorandum.

Noteholders that wish to tender their Existing Notes for purchase pursuant to the Tender Offer in addition to subscribing for New Notes can receive (at the Offeror's sole and absolute discretion) priority of acceptance ("Priority of Acceptance") in the Tender Offer through the use of a unique reference number obtained from the Dealer Managers (the "Acceptance Code"), subject to the satisfaction (in the sole determination of the Offeror) of the New Financing Condition and the completion of the Tender Offer.

A noteholder can obtain such an Acceptance Code by contacting the Dealer Managers, the contact details for which are contained in this announcement. The receipt of an Acceptance Code in conjunction with the issue of the New Notes will not constitute acceptance of a tender of Existing Notes for purchase pursuant to the Tender Offer by the Offeror.

In order for a noteholder to be eligible to receive Priority of Acceptance in the Tender Offer, an Acceptance Code must be quoted in that noteholder's Tender Instruction (any Tender Instruction collectively specifying (i) a valid Acceptance Code, (ii) the name of the beneficial owner of the relevant Existing Notes and (iii) a contact telephone number for the beneficial owner of the relevant Existing Notes being a "Tender and Priority Acceptance Instruction").

Noteholders that wish to tender Existing Notes for purchase pursuant to the Tender Offer but do not wish to subscribe for New Notes can submit a Tender Instruction to this effect (a "Tender Only Instruction").

Priority of Acceptance may be given, at the Offeror's sole and absolute discretion, for an aggregate principal amount of Existing Notes subject to a Tender and Priority Acceptance Instruction equal to the aggregate principal amount of New Notes allocated to the relevant noteholder in the distribution of the New Notes. If a noteholder submits Tender and Priority Acceptance Instructions representing an aggregate principal amount of Existing Notes greater than the aggregate principal amount of New Notes allocated to the relevant noteholder in the distribution of New Notes, the Offeror may, in its sole and absolute discretion, treat any such excess amount as a Tender Only Instruction.

In the event that the Offeror decides to accept any validly tendered Existing Notes for purchase pursuant to the Tender Offer and determines that the aggregate principal amount of the Existing Notes validly tendered and accepted pursuant to the Tender Offer is greater than the Maximum Acceptance Amount, any accepted tenders of Existing Notes not given Priority of Acceptance by the Offeror in its sole and absolute discretion ("Non-Priority Tendered Existing Notes") will be scaled by a factor (the "Scaling Factor") derived from (i) the difference between the Maximum Acceptance Amount and the aggregate principal amount of the Existing Notes given Priority of Acceptance by the Offeror (in its sole discretion, in whole or in part) divided by (ii) the aggregate principal amount of the Non-Priority Tendered Existing Notes that have been validly tendered pursuant to the Tender Offer (subject to adjustment resulting from the rounding of tenders of Non-Priority Tendered Existing Notes described in the Tender Offer Memorandum).

Each tender of Non-Priority Tendered Existing Notes that is scaled pursuant to the Scaling Factor will be rounded down to the nearest £1,000 in principal amount. In addition, in the event of any such scaling, the Offeror intends to apply pro rata scaling to each valid tender of Non-Priority Tendered Existing Notes in such a manner as will result in both (a) the relevant noteholder transferring Non-Priority Tendered Existing Notes to the Offeror in an aggregate principal amount of at least (i) £100,000 (being the minimum denomination of the Existing Notes) or (ii) £0 and (b) the relevant noteholder's residual amount of the Existing Notes (being the principal amount of the Non-Priority Tendered Existing Notes stated within the relevant Tender Instruction that are not accepted for purchase by virtue of such scaling) amounting to either (i) at least £100,000 or (ii) £0, and the Offeror therefore intends to adjust the scaling factor applicable to any relevant Tender Instruction accordingly.

Whether or not the purchase of any Existing Notes pursuant to the Tender Offer is completed, the Offeror, the Dealer Managers and Tender Agent reserve the right, to the extent permitted by applicable law, to acquire (from time to time both during and after the Tender Offer) Existing Notes that remain outstanding after the Expiration Time other than pursuant to the Tender Offer, including through open market purchases, privately negotiated transactions, other tender offers, exchange offers or otherwise. Such purchases may be on such terms and at such prices as the Offeror may determine.

The Offeror may, acting in its sole and absolute discretion, decline to accept an application quoting the Acceptance Code in the event that the noteholder specifies a wrong Acceptance Code or in the case there is any other defect related to the Acceptance Code. The Offeror reserves the right to waive any such defect. No assurances can be given that any noteholder that receives an Acceptance Code will be given Priority of Acceptance, or be eligible to participate, in the Tender Offer. Participating in the Tender Offer and requesting an Acceptance Code are subject to all applicable securities laws and regulations in force in any relevant jurisdiction. In order for a noteholder to be eligible to receive Priority of Acceptance in the Tender Offer, an Acceptance Code must be quoted in that noteholder's Tender and Priority Acceptance Instruction. Noteholders who wish to tender Existing Notes for purchase pursuant to the Tender Offer but do not wish to subscribe for New Notes can submit a Tender Only Instruction. Additionally, noteholders who have received Priority of Acceptance in an amount equal to the aggregate principal amount of New Notes allocated to the relevant noteholder in distribution of the New Notes but wish to tender additional Existing Notes in the Tender Offer may submit a separate Tender Only Instruction in respect of such excess portion.

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 minimum principal amount of Existing Notes of no less than £100,000, being the minimum denomination of the Existing Notes, and in integral multiples of £1,000 in excess thereof.  A separate Tender Instruction must be completed on behalf of each beneficial owner.

The receipt of a Tender Instruction by the relevant clearing system will constitute instructions to debit the securities account of the relevant Direct Participant (as defined in the Tender Offer Memorandum) on the Settlement Date in respect of all of the Existing Notes that the relevant noteholder has validly tendered pursuant to its tender prior to or at the Expiration Time upon receipt by such clearing system of an instruction from the Offeror for such Existing Notes to be transferred to the specified account of the Offeror or its agent on its behalf and payment by the Offeror of the Purchase Consideration and the Accrued Interest Payment subject to the automatic withdrawal of those instructions on the date of termination of the Tender Offer (including where such Existing Notes are not accepted for purchase by the Offeror) or, in accordance with the requirements described in the Tender Offer Memorandum to the extent such withdrawal is permitted, on the valid withdrawal of such Tender Instruction as described in the Tender Offer Memorandum, and subject to acceptance of the relevant tender by the Offeror and all other conditions of the Tender Offer.

Any noteholder who holds Existing Notes through the clearing systems must arrange directly or through its relevant intermediary custodian for a Direct Participant to deliver the noteholder's Tender Instruction to the relevant clearing system prior to or at the Expiration Time. Only a Direct Participant in the clearing system may submit Tender Instructions in respect of Existing Notes.

In the event that the Direct Participant through which a noteholder holds its Existing Notes is unable to submit a Tender Instruction on its behalf, such noteholder should contact the Tender Agent for assistance. Noteholders should consult with the Direct Participant or relevant intermediate custodian as to whether it will charge any service fees in connection with the making of any such tender.

The receipt of a Tender Instruction by the relevant clearing system will be acknowledged in accordance with the standard practices of such clearing system and will result in the blocking of the relevant Existing Notes in the noteholder's account with the relevant clearing system so that no transfers may be effected in relation to such Existing Notes from the date the relevant Tender Instruction is submitted until the earlier of (i) the time of settlement on the Settlement Date (as this may be extended) and (ii) the date of any termination of the Tender Offer (including where such Existing Notes are not accepted by the Offeror for purchase) (or, in any case, immediately thereafter) or on which the Tender Instruction is revoked, in the limited circumstances in which such revocation is permitted. In the period of time during which the relevant Existing Notes are blocked pursuant to the foregoing procedures, noteholders may be unable to promptly transfer or sell their Existing Notes or timely react to adverse trading conditions and could suffer losses as a result of these restrictions on transferability.

All questions as to validity, form and eligibility (including time of receipt) of any Tender Instruction will be determined by the Offeror in its sole and absolute discretion. Such determination as to whether or when a Tender Instruction is received, whether it is duly completed and signed or whether a tender is validly withdrawn shall be final and binding.

By participating in the Tender Offer in this manner, noteholders will be deemed to have acknowledged that they have received the Tender Offer Memorandum and agree to be bound by the terms of the Tender Offer and that the Offeror may enforce the terms of the Tender Offer against such noteholders.

Affiliates of Simon Arora, previously being a director and the Chief Executive Officer of the Offeror, and Bobby Arora, the Offeror's Group Trading Director (and their affiliated entities, collectively, "SSA"), collectively hold a portion of the Existing Notes and have agreed (subject to, inter alia, receipt by the Offeror of the sponsor confirmation that the terms of the proposed transactions are fair and reasonable as far as shareholders of the Offeror are concerned as required by Listing Rule 11.1.10R of the Financial Conduct Authority (the "Listing Rules")) (i) to purchase from the initial purchasers of the New Notes (the "Initial Purchasers") £30 million in aggregate principal amount of the New Notes in the offering of the New Notes, and the Initial Purchasers have (subject to, inter alia, receipt by the Offeror of such sponsor confirmation) agreed to sell £30 million in aggregate principal amount of the New Notes in the offering of the New Notes to SSA and (ii) to tender at least £30 million in aggregate principal amount of the Existing Notes held by SSA in the Tender Offer. The Offeror is under no obligation to accept for purchase any Existing Notes tendered pursuant the Tender Offer, and the acceptance for purchase by the Offeror of any Existing Notes pursuant to the Tender Offer is at the sole and absolute discretion of the Offeror. Subject to the completion of the above mentioned intended acquisition by SSA of £30 million principal amount of the New Notes, SSA have also agreed, for a period of six months from the date of such acquisition, not to directly or indirectly sell, contract to sell or otherwise dispose of any of the New Notes acquired by SSA, except with the prior written consent of HSBC Bank plc, BNP Paribas and BofA Securities Europe SA. Subject to this transaction being completed, it will constitute a smaller related party transaction under Listing Rule 11.1.10R.

This announcement is a summary of the Tender Offer only. It highlights selected information contained in the Tender Offer Memorandum and does not contain all of the information that noteholders should consider before making a determination with respect to the Tender Offer. The complete terms and conditions of the Tender Offer are set forth in the Tender Offer Memorandum, along with any amendments and supplements thereto (the "Tender Offer Documents"), which eligible holders are urged to read carefully before making any decision with respect to the Tender Offer. The Offeror has retained HSBC Bank plc, BNP Paribas and BofA Securities Europe SA (collectively, the "Dealer Managers") to act as Dealer Managers in connection with the Tender Offer. Copies of the Tender Offer Documents may be obtained from Kroll Issuer Services Limited (the "Tender Agent"), by phone at [phone], by email at [e-mail] or online at https://deals.is.kroll.com/BandM. Questions or requests for assistance regarding the Tender Offer may also be directed to the Dealer Managers: HSBC Bank plc, by phone at [phone] or email at [e-mail]; BNP Paribas, by phone at [phone] or email at [e-mail]; or BofA Securities Europe SA, by phone at [phone] or email at [e-mail].

Enquiries

B&M European Value Retail S.A.

For further information please contact [phone]

Mike Schmidt, Chief Financial Officer

Alex Simpson, General Counsel

Pete Waterhouse, Group Financial Controller

[e-mail]

Media

For media please contact [phone]

Maitland  

Sam Cartwright

[e-mail]

Important Notice

This announcement is released by the Offeror and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of EU MAR and UK MAR, encompassing information relating to the New Notes and the Tender Offer. For the purposes of EU MAR, UK MAR, Article 2 of Commission Implementing Regulation (EU) 2016/1055 and Article 2 of Commission Implementing Regulation (EU) 2016/1055 as it forms part of domestic law in the UK by virtue of the European Union (Withdrawal) Act 2018, this announcement is made by Mike Schmidt, Chief Financial Officer of B&M European Value Retail S.A.

No communication and no information in respect of the Tender Offer by the Offeror of the Existing Notes may be distributed to the public in any jurisdiction where a registration or approval is required. No steps have been or will be taken in any jurisdiction where such steps would be required. The tender or purchase of the Existing Notes may be subject to specific legal or regulatory restrictions in certain jurisdictions. The Offeror takes no responsibility for any violation of any such restrictions by any person.

This announcement does not, and shall not, in any circumstances constitute a public offering nor an invitation to the public in connection with any offer in any jurisdiction.

The New Notes are being offered only outside the United States (which includes its territories and possessions, Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island, the Northern Mariana Islands, any state of the United States or the District of Columbia) to non-U.S. persons in compliance with Regulation S under the U.S. Securities Act of 1933, as amended (the "Securities Act"). Nothing in this announcement or in 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 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.

No action has been taken in any jurisdiction, including the United States or the UK, by the Offeror or the Dealer Managers that would permit a public offering of the New Notes or the possession, circulation or distribution of any material relating to the Offeror or the New Notes in any jurisdiction where action for this purpose is required. Accordingly, the New Notes may not be offered or sold, directly or indirectly, and neither this announcement nor any other offering material or advertisements in connection with the New Notes may be distributed or published, in or from any country or jurisdiction, except in compliance with any applicable rules and regulations of any such country or jurisdiction. This announcement does not constitute an offer to sell or a solicitation of an offer to purchase New Notes in any jurisdiction where such offer or solicitation would be unlawful. Persons into whose possession this announcement comes are advised to inform themselves about and to observe any restrictions relating to the offering of the New Notes, the distribution of this announcement and resale of the New Notes.

The New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor (as defined above in relation to the EEA) in the EEA. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling any in scope instrument or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in a Relevant State may be unlawful under the PRIIPs Regulation.

Solely for the purposes of the product approval process of each of the manufacturers, the target market assessment in respect of the New Notes has led to the conclusion that: (i) the target market for the New Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

The New Notes are not intended to be offered, sold, distributed or otherwise made available to and should not be offered, sold, distributed or otherwise made available to any retail investor (as defined above in relation to the UK) in the UK. Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being made, and such documents and/or materials have not been approved, by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (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 UK. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (1) persons who have professional experience in matters relating to investments, being "investment professionals" as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"); (2) persons who fall within Article 43(2) of the Order; (3) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order; or (4) any other persons to whom these documents and/or materials may lawfully be communicated. Any investment or investment activity to which the Tender Offer Memorandum relates is available only to such persons or will be engaged in only with such persons and other persons should not rely on it.

In addition, if and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in any EEA member state, this announcement and the offering of any securities described herein are only addressed to and directed at persons in that member state of the EEA who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 (as amended, the "EU Prospectus Regulation") (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that member state of the EEA. Any offer and sale of the Existing Notes or the New Notes will be made pursuant to an exception under the EU Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement (nor the Tender Offer Memorandum or the offering memorandum in relation to the New Notes) does not constitute a prospectus within the meaning of the EU Prospectus Regulation or an offer to the public.

If and to the extent that this announcement is communicated in, or the offer of securities to which it relates is made in the UK, this announcement and the offering of any securities described herein are only addressed to and directed at persons in the UK who are "qualified investors" within the meaning of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK. Any offer and sale of the Existing Notes or the New Notes will be made pursuant to an exception under the UK Prospectus Regulation from the requirement to produce a prospectus for offers of securities. This announcement (nor the Tender Offer Memorandum or the offering memorandum in relation to the New Notes) does not constitute a prospectus within the meaning of the UK Prospectus Regulation or an offer to the public.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information that should be read carefully before any decision is made with respect to the Tender Offer. If any eligible holder of the Existing Notes is in any doubt as to the contents of this announcement or the Tender Offer Memorandum or the action he or she should take, he or she is recommended to seek his or her 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 Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Existing Notes pursuant to the Tender Offer. None of the Offeror, Dealer Managers or Tender Agent makes any recommendation as to whether eligible holders should tender their Existing Notes pursuant to the Tender Offer.  None of the Offeror, the Dealer Managers or the Tender Agent (or any of their respective directors, officers, employees, agents or affiliates) is providing any eligible holder of the Existing Notes with any legal, business, financial investment, tax or other advice in this announcement or the Tender Offer Documents. Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Existing Notes for cash.

This announcement is neither an offer to purchase nor a solicitation of an offer to sell any securities. The Tender Offer is being made only by, and pursuant to the terms of, the Tender Offer Documents. This announcement does not constitute an invitation to participate in the Tender Offer in or from any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make such offer under applicable securities or blue sky laws or otherwise, in particular the United States or U.S. persons (as defined in the Securities Act), respectively. In any jurisdiction where the laws require the Tender Offer to be made by a licensed broker or dealer, the Tender Offer will be made by the Dealer Managers or any of their respective affiliates on behalf of the Offeror. The Existing Notes may not be sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, any U.S. persons. No public offering of securities is being made in the United States.

This press release does not constitute or form a part of any offer or solicitation to sell, purchase or subscribe for securities in the United States. The Existing Notes have not been and will not be registered under the Securities Act, or with any securities regulatory authority of any state or other jurisdiction in the United States, and may not be offered or sold, directly or indirectly, within the United States, except pursuant to an exemption from or in a transaction not subject to the registration requirements of the Securities Act. Any purported tender of the Existing Notes resulting, directly or indirectly, from a violation of the restrictions herein will be invalid and any purported tender of the Existing Notes 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.

The distribution of this document in certain countries may constitute a breach of applicable law. The information contained in this document does not constitute an offer of securities for sale in the United States, Australia, Canada or Japan.

This press release may not be published, forwarded or distributed, directly or indirectly, in the United States, Australia, Canada or Japan. The distribution of the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Tender Offer Memorandum comes are required to inform themselves about, and to observe, any such restrictions.

This announcement contains certain forward-looking statements with respect to certain of the Offeror's current expectations and projections about future events. These statements, which sometimes use words such as "intends," "proposes," "expects," "will," and words of similar meaning, reflect management's beliefs and expectations and involve a number of risks, uncertainties and assumptions (including the completion of the transactions described in this announcement) that could cause actual results and performance to differ materially from any expected future results or performance expressed or implied by the forward-looking statement. The information contained in this announcement is subject to change without notice and, except as required by applicable law, neither the Offeror assumes any responsibility or obligation to update publicly or review any of the forward-looking statements contained in it. Readers should not place undue reliance on forward-looking statements, which speak only as at the date of this announcement.

 

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