Bond Tender Offers

Hammerson PLC

27 September 2024

 

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

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE UNITED STATES) OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT)) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

HAMMERSON PLC ANNOUNCES TENDER OFFERS IN RESPECT OF ITS

£300,000,000 6.00 PER CENT. BONDS DUE 2026

£300,000,000 7.25 PER CENT. BONDS DUE 2028

AND

£350,000,000 3.500 PER CENT. BONDS DUE 2025

27 September 2024.

Hammerson plc (the Company) announces today separate invitations to holders of its (a) £300,000,000 6.00 per cent. Bonds due 2026 (ISIN: XS0184639895) (the 2026 Bonds), (b) £300,000,000 7.25 per cent. Bonds due 2028 (ISIN: XS0085732716) (the 2028 Bonds) and (c) £350,000,000 3.500 per cent. Bonds due 2025 (ISIN: XS1311391012) (the 2025 Bonds and, together with the 2026 Bonds and the 2028 Bonds, the Bonds and each a Series) to tender their Bonds for purchase by the Company for cash (each such invitation an Offer and together the Offers).

The Offers are being made on the terms and subject to the conditions contained in the tender offer memorandum dated 27 September 2024 (the Tender Offer Memorandum), prepared by the Company, and are subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary

A summary of certain terms of the Offers appears below:

Priority of Acceptance	Bonds	ISIN / Common Code	Applicable Maturity Date	Outstanding Nominal Amount	Relevant Benchmark Security	Purchase Spread	Maximum Acceptance Amount
1*	2026 Bonds	XS0184639895 / 018463989	23 February 2026	£211,608,000	0.125 per cent. UK Treasury Gilt due 30 January 2026 (ISIN: GB00BL68HJ26)	85 bps	Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount (which is expected to be no less than the aggregate nominal amount of the New Bonds) to be determined and announced by the Company as soon as reasonably practicable on the Business Day immediately following the pricing of the New Bonds
	2028 Bonds	XS0085732716 / 008573271	21 April 2028	£300,000,000	0.125 per cent. UK Treasury Gilt due 31 January 2028 (ISIN: GB00BMBL1G81)	120 bps
2	2025 Bonds	XS1311391012 / 131139101	27 October 2025	£338,300,000	3.5 per cent. UK Treasury Gilt due 22 October 2025 (ISIN: GB00BPCJD880)	50 bps

*                  Priority of Acceptance - the Company does not intend to accept any valid tenders of the 2025 Bonds in the circumstances where it has not accepted all valid tenders of the 2026 Bonds and the 2028 Bonds in full, with no pro rata scaling. The Company will determine the allocation of the nominal amount of Bonds accepted for purchase pursuant to the relevant Offer(s) between the 2026 Bonds and the 2028 Bonds in its sole and absolute discretion, and reserves the right to accept significantly more or significantly less than (or none of) the Bonds of one such Series as compared to the other Series.  For the avoidance of doubt, the Company reserves the right to accept for purchase, in its sole and absolute discretion, only the 2026 Bonds or only the 2028 Bonds.

Rationale for the Offers

The Offers are being made in accordance with the Company's policy to actively manage its balance sheet liabilities.

Purchase Prices and Accrued Interest

In respect of each Series, the Company will, on the Settlement Date pay for any Bonds of the relevant Series validly tendered and accepted for purchase by the Company pursuant to the relevant Offer a purchase price for such Bonds (each a Purchase Price) to be determined at or around 11.00 a.m. (London time) on 8 October 2024 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the annualised sum (each such sum, a Purchase Yield) of:

(a)           the relevant Purchase Spread specified in the table above; and

(b)           the relevant Benchmark Security Rate.

Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Bonds of the relevant Series accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded upwards), and is intended to reflect a yield to maturity of the Bonds of the relevant Series on the Settlement Date based on the relevant Purchase Yield. Specifically, the Purchase Price applicable to the Bonds of a particular Series will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including the scheduled maturity date of the relevant Series, discounted to the Settlement Date at a discount equal to the relevant Purchase Yield, minus (b) any Accrued Interest for such Series.

The Company will also pay an Accrued Interest Payment in respect of any Bonds accepted for purchase pursuant to the relevant Offer(s).

Maximum Acceptance Amount and Priority of Acceptance

If the Company decides, in its sole and absolute discretion, to accept any validly tendered Bonds for purchase pursuant to the Offers, the Company currently proposes that the aggregate nominal amount of Bonds across all Series that it will accept for purchase pursuant to the Offers will be no greater than an amount (the Maximum Acceptance Amount) to be determined by the Company in its sole and absolute discretion (which is expected to be no less than the aggregate nominal amount of the New Bonds) and announced as soon as reasonably practicable on the Business Day immediately following the pricing of the New Bonds (as described below), although the Company reserves the right, in its sole and absolute discretion, to accept significantly less or significantly more than such amount, or to accept none of such Bonds, for purchase pursuant to the Offers (the final aggregate nominal amount accepted for purchase pursuant to the Offers being the Final Acceptance Amount).

The Company does not intend to accept any valid tenders of the 2025 Bonds in the circumstances where it has not accepted all valid tenders of the 2026 Bonds and the 2028 Bonds in full, with no pro rata scaling. The Company will determine the allocation of the nominal amount of Bonds accepted for purchase pursuant to the relevant Offer(s) between the 2026 Bonds and the 2028 Bonds in its sole and absolute discretion, and reserves the right to accept significantly more or significantly less than (or none of) the Bonds of one such Series as compared to the other Series. For the avoidance of doubt, the Company reserves the right to accept for purchase, in its sole and absolute discretion, only the 2026 Bonds or only the 2028 Bonds.

Series Acceptance Amounts and Scaling

In respect of each Series, if the Company decides to accept any validly tendered Bonds of such Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of such Series validly tendered for purchase is greater than the final aggregate nominal amount of such Series accepted for purchase (in respect of such Series, the Series Acceptance Amount), the Company intends to accept such Bonds for purchase on a pro rata basis such that the aggregate nominal amount of such Series accepted for purchase pursuant to the relevant Offer is no greater than the relevant Series Acceptance Amount. However, the Company does not intend to accept any valid tenders of the 2025 Bonds in the circumstances where it has not accepted all valid tenders of the 2026 Bonds and the 2028 Bonds in full, with no pro rata scaling. See "Maximum Acceptance Amount and Priority of Acceptance" above.

The Series Acceptance Amount in respect of the 2025 Bonds will be a multiple of £100,000.

New Issue Condition

The Company intends to issue a new series of sterling-denominated fixed rate bonds (the New Bonds), subject to market conditions. The Company's purchase of any Bonds validly tendered in the relevant Offer(s) is subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Bonds (the New Issue Condition) (unless the Company, in its sole and absolute discretion, elects to waive the New Issue Condition).

Even if the New Issue Condition is satisfied, the Company is under no obligation to accept for purchase any Bonds tendered pursuant to the relevant Offer. The acceptance for purchase by the Company of Bonds validly tendered pursuant to the relevant Offer is at the sole and absolute discretion of the Company, and tenders may be rejected by the Company for any reason or for no reason.

Any investment decision to purchase any New Bonds should be made solely on the basis of the information contained in (i) the base prospectus dated 26 September 2024 published by the Company relating to the EMTN Programme of the Company (the Programme Prospectus) and (ii) the final terms to be published by the Company relating to the New Bonds, and no reliance is to be placed on any information given or any representations made in connection with the New Bonds other than those contained in the Programme Prospectus and the final terms to be published by the Company relating to the New Bonds.

The New Bonds are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Bonds 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 Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

No action has been or will be taken in any jurisdiction in relation to the New Bonds to permit a public offering of securities.

Compliance information for the New Bonds:

UK MiFIR - professionals/ECPs-only / No PRIIPs or UK PRIIPs KID - Manufacturer target market is eligible counterparties and professional clients only (all distribution channels). No key information document (KID) under Regulation (EU) No 1286/2014 or Regulation (EU) No 1286/2014 as it forms part of the domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 has been or will be prepared as the New Bonds are not available to retail investors in the European Economic Area or the United Kingdom.

Allocation of the New Bonds

When considering allocation of the New Bonds, the Company intends to give preference to those Bondholders who, prior to such allocation, have given a confirmation to the Company or the Dealer Managers that they have validly tendered (or have given a firm indication to the Company or the Dealer Managers that they intend to tender) their Bonds pursuant to an Offer. Therefore, a Bondholder who wishes to subscribe for New Bonds in addition to tendering its Bonds for purchase pursuant to an Offer may be eligible to receive, at the sole and absolute discretion of the Company, priority in the allocation of the New Bonds, subject to the issue of the New Bonds and such Bondholder making a separate application for the purchase of such New Bonds to the Dealer Managers (in their capacity as joint lead managers of the issue of the New Bonds) or to any other joint lead manager of the issue of the New Bonds in accordance with the standard new issue procedures of such joint lead manager. However, the Company is not obliged to allocate the New Bonds to a Bondholder who has confirmed they have validly tendered or given a firm indication that they intend to tender the Bonds pursuant to an Offer and, if New Bonds are allocated, the nominal amount thereof may be less or more than the nominal amount of Bonds tendered by such Bondholder and accepted by the Company pursuant to the relevant Offer(s). Any such allocation will also, among other factors, take into account the minimum denomination of the New Bonds (being £100,000).

All allocations of the New Bonds, while being considered by the Company as set out above, will be made in accordance with customary new issue allocation processes and procedures. In the event that a Bondholder validly tenders Bonds pursuant to an Offer, such Bonds will remain subject to such tender and the conditions of the relevant Offer(s) as set out in the Tender Offer Memorandum irrespective of whether that Bondholder receives all, part or none of any allocation of New Bonds for which it has applied.

Announcements

The Company will announce, as soon as reasonably practicable on the Business Day immediately following the pricing of the New Bonds, the Maximum Acceptance Amount.

The Company intends to announce, prior to the Pricing Time, a non-binding indication of the level at which it expects to set each Series Acceptance Amount and indicative details of any Scaling Factors applicable to valid tenders of Bonds of each relevant Series that will be applied in the event that the Company decides to accept valid tenders of Bonds of such Series pursuant to the relevant Offer(s).

The Company will then announce (subject to the satisfaction (or waiver) of the New Issue Condition on or prior to the Settlement Date), as soon as reasonably practicable after the Pricing Time, its decision of whether to accept valid tenders of Bonds pursuant to any of the Offers and, if so accepted, the Final Acceptance Amount, each Series Acceptance Amount, each Benchmark Security Rate, each Purchase Yield, each Purchase Price and any Scaling Factor(s) that will be applied to the Bonds of the relevant Series.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to the relevant Offer, Bondholders must validly tender their Bonds by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 7 October 2024, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).

Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines set out above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out below and in the Tender Offer Memorandum.

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 nominal amount of Bonds of the relevant Series of no less than the minimum denomination for such Series, as set out in the table below, and may thereafter be submitted in integral multiples of the relevant permitted integral multiple amount set out in the table below. A separate Tender Instruction must be completed on behalf of each beneficial owner and in respect of each Series.

Series	Minimum denomination	Permitted integral multiple amount
2026 Bonds	£1,000	£1,000
2028 Bonds	£1,000	£1,000
2025 Bonds	£100,000	£1,000

Indicative Timetable for the Offers

Events	Times and Dates (All times are London time)
Commencement of the Offers Offers announced. Tender Offer Memorandum available from the Tender Agent.	27 September 2024
New Issue Pricing Date Pricing of the issue of the New Bonds, subject to market conditions.	Prior to the Expiration Deadline
Announcement of the Maximum Acceptance Amount Announcement of the Maximum Acceptance Amount for the Offers.	As soon as reasonably practicable on the Business Day immediately following pricing of the New Bonds
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Bondholders to be able to participate in the Offers.	4.00 p.m. on 7 October 2024
Announcement of Indicative Results
Announcement by the Company of a non-binding indication of the level at which it expects to set each Series Acceptance Amount and indicative details of any Scaling Factors applicable to valid tenders of Bonds of the relevant Series that will be applied in the event that the Company decides to accept valid tenders of Bonds of such Series pursuant to the relevant Offer(s) (subject to the satisfaction (or waiver) of the New Issue Condition on or prior to the Settlement Date).	Prior to the Pricing Time on 8 October 2024
Pricing Time
Determination of each Benchmark Security Rate, each Purchase Yield and each Purchase Price.	At or around 11.00 a.m. on 8 October 2024
Announcement of Final Results and Pricing Announcement by the Company of whether (subject to the satisfaction (or waiver) of the New Issue Condition on or prior to the Settlement Date) it will accept valid tenders of Bonds pursuant to any of the Offers and, if so accepted, the Final Acceptance Amount, each Series Acceptance Amount, each Benchmark Security Rate, each Purchase Yield, each Purchase Price and any Scaling Factors that will be applied to the Bonds of the relevant Series.	As soon as reasonably practicable after the Pricing Time on 8 October 2024
Settlement Date Subject to the satisfaction (or waiver) of the New Issue Condition, expected Settlement Date for the Offers.	9 October 2024

This is an indicative timetable and may be subject to change. Accordingly, the actual timetable may differ significantly from the timetable above. Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines set out above and in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Tender Instructions will be earlier than the relevant deadlines set out above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be made (i) by publication through RNS and (ii) by the delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the Informa IGM Screen Insider service and/or by the issue of a press release to a Notifying News Service. Copies of all such announcements, press releases and notices can also be obtained upon request from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Bondholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers. In addition, Relevant Bondholders may contact the Dealer Managers for information using the contact details below.

None of the Dealer Managers (or their respective directors, officers, employees, agents or affiliates) has any role in relation to any part of an Offer made to Bondholders who are not Relevant Bondholders, where Relevant Bondholder means a Bondholder that is: (a) in a member state of the European Union, 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) in the United Kingdom, 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 domestic law of the United Kingdom by virtue of the EUWA; or (c) in a jurisdiction outside of the European Union and the United Kingdom, an institutional holder under applicable local law and not a retail holder.

Bondholders are advised to read carefully the Tender Offer Memorandum for full details of and information on the procedures for participating in the Offers.

For detailed terms of the Offers please refer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from the Tender Agent referred to below.

Barclays Bank PLC (Tel: [phone]; Attn: Liability Management Group; Email: [e-mail]); BNP Paribas (Tel: [phone]; Attn: Liability Management Group; Email: [e-mail]); Lloyds Bank Corporate Markets plc (Tel: [phone]/1726; Attn: Liability Management, Commercial Banking; Email: [e-mail]); and Mizuho International plc (Tel: [phone]; Attn: Liability Management; Email: [e-mail]) are acting as Dealer Managers for the Offers (as made to the Relevant Bondholders).

Kroll Issuer Services Limited (Tel: [phone]; Attn: Arlind Bytyqi; Email: [e-mail]; Website: https://deals.is.kroll.com/hammerson) is acting as Tender Agent.

Questions and requests for assistance in connection with (i) the Offers may be directed to the Dealer Managers by the Relevant Bondholders, and (ii) the delivery of Tender Instructions may be directed to the Tender Agent, the contact details for each of which are set out above.

UK MAR: This announcement is released by the Company and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR) as it forms part of domestic law of the United Kingdom by virtue of the EUWA (UK MAR), encompassing information relating to the Offers described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the Financial Conduct Authority in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Alex Dunn, General Counsel and Company Secretary at the Company.

DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. If any Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Bonds pursuant to the Offers. None of the Company, the Dealer Managers and the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates makes any recommendation whether Bondholders should tender Bonds pursuant to the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Bonds (and tenders of Bonds in the relevant Offer will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the relevant Offer to be made by a licensed broker or dealer and each of the Dealer Managers or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the relevant Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Company in such jurisdiction (but only to any Bondholder that is a Relevant Bondholder).

In addition to the representations referred to below in respect of the United States, each Bondholder participating in the Offers will also be deemed to give certain representations in respect of the other jurisdictions referred to below and generally as set out in the Tender Offer Memorandum. No action has been or will be taken in any jurisdiction in relation to the New Bonds that would permit a public offering of securities and the minimum denomination of the New Bonds will be £100,000.

United States. The Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. person (as defined in Regulation S of the Securities Act (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States, to any person located or resident in the United States or to any U.S. Person, and the Bonds cannot be tendered in the Offers by any such use, means, instrumentality or facility or from within the United States or by any person located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. Person. Any purported tender of Bonds in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds made by any 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 or by any U.S. Person or by use of such mails or any such means, instrumentality or facility will be invalid and will not be accepted.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. Persons. Bonds 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 Bonds have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. Persons.

Each holder of Bonds participating in an Offer will represent that it is not a U.S. Person and is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and who is not a U.S. Person. For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

Italy. None of the Offers, this announcement, the Tender Offer Memorandum or any other document or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Each Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the Financial Services Act) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Bondholders or beneficial owners of the Bonds that are located in Italy can tender Bonds for purchase in the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds, the Offers, the Tender Offer Memorandum and/or this announcement.

United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 and are not for general distribution and must not be passed on to the general public in the United Kingdom. The communication of such documents and materials is made only to and directed only at those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons falling within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (all such persons together being referred to as Relevant Persons) and the transaction contemplated herein will be available only to, and engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act on or rely on this announcement or the Tender Offer Memorandum or (in either case) any of its contents.

France. The Offers are not being made, directly or indirectly, to the public in the Republic of France. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have only been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU) 2017/1129. Neither this announcement nor the Tender Offer Memorandum has been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium. The Offers are not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium qualifying as a consumer within the meaning of Article I.1 of the Belgian Code of Economic Law, as amended from time to time (a Belgian Consumer) and this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have not been and shall not be distributed, directly or indirectly, in Belgium to Belgian Consumers.

This announcement has also been released on the SENS system of the Johannesburg Stock Exchange and on Euronext Dublin.

 

END