IPF announces tender offer and new issuance

International Personal Finance Plc

03 June 2024

 

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, INCLUDING AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

INTERNATIONAL PERSONAL FINANCE PLC
NOTICE OF TENDER OFFER

THIS ANNOUNCEMENT IS INTENDED FOR HOLDERS OF THE OUTSTANDING
EUR 341,228,000 SENIOR UNSECURED NOTES DUE 2025
(ISIN: XS2256977013 / COMMON CODE: 225697701)

3 June 2024. International Personal Finance plc (the "Company"), the holding company for a global consumer finance business, helping people excluded from mainstream finance to access simple, personal and affordable credit, announces today an invitation to holders of its outstanding EUR 341,228,000 Senior Unsecured Notes due 2025 (ISIN: XS2256977013 / Common Code: 225697701) (the "Notes") to tender their Notes for purchase by the Company for cash (such invitation, the "Tender Offer").

The Tender Offer is being made on the terms and subject to the satisfaction or waiver of the New Financing Condition (as defined below) and the other conditions contained in the tender offer memorandum dated 3 June 2024 (the "Tender Offer Memorandum") prepared by the Company and is subject to the offer restrictions set out below and as more fully described in the Tender Offer Memorandum.

Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meaning given to them in the Tender Offer Memorandum.

Summary of the Tender Offer

Notes	ISIN / Common Code	Outstanding Principal Amount	Maturity Date	Interest Rate	Purchase Price per €1,000	Maximum Acceptance Amount
EUR 341,228,000 Senior Unsecured Notes due 2025	XS2256977013/ 225697701	EUR 341,228,000	12 November 2025	9.75%	€1,015.00	An amount equal to the aggregate principal amount of the New Notes (as defined herein). The Maximum Acceptance Amount will be announced as soon as reasonably practicable after the pricing of the New Notes (subject to the Company's right, in its sole and absolute discretion, to increase or decrease the aggregate principal amount of Notes accepted for purchase)

Rationale for the Tender Offer

The Company is commencing the Tender Offer as part of a refinancing transaction in connection with the Company's expected issuance of senior notes on or prior to the Payment Date (the "New Notes"), in an amount and on terms and conditions reasonably satisfactory to the Company (the "New Issuance"). The proceeds of the New Notes, together with cash on balance sheet, will be used (i) to complete the Tender Offer or otherwise repurchase the Notes (the "Refinancing"), including the payment of Accrued Interest and (ii) to pay the fees and expenses in connection with the New Issuance and the Refinancing.

Purchase Price and Accrued Interest

If the Company decides to accept valid tenders of Notes pursuant to the Tender Offer, the amount that will be paid to each Noteholder on the Payment Date for the Notes accepted for purchase from such Noteholder will be an amount (rounded to the nearest €0.01 with €0.005 rounded upwards) equal to the sum of:

(i) the aggregate amount of the Notes of such Noteholder accepted for purchase pursuant to the Tender Offer at the purchase price of €1,015.00 per €1,000 aggregate principal amount of Notes accepted (the "Purchase Price"); and

(ii) applicable amounts for Accrued Interest up to but not including the Payment Date of the Notes which are accepted for purchase in the Tender Offer.

Priority of Acceptance

Noteholders that wish to tender their Notes for purchase pursuant to the Tender Offer in addition to subscribing for New Notes can receive (at the Company's sole and absolute discretion) priority of acceptance ("Priority of Acceptance") in the Tender Offer through the use of an Acceptance Code obtained from the Dealer Managers, subject to the successful completion (in the sole determination of the Company) of the offering of the New Notes and the completion of the Tender Offer.

A Noteholder can obtain an Acceptance Code by contacting the Dealer Managers, the contact details for which can be found further down the body of this announcement. The receipt of an Acceptance Code in conjunction with the issue of the New Notes does not constitute acceptance of a tender of Notes for purchase pursuant to the Tender Offer by the Company. Priority of Acceptance may be given, at the Company's sole and absolute discretion, for an aggregate principal amount of 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.

Acceptance and Scaling of Tenders

If the Company decides to accept valid tenders of Notes pursuant to the Tender Offer and the aggregate principal amount of Notes validly tendered for purchase and accepted by the Company is greater than the Final Acceptance Amount, any accepted tenders of Notes not given Priority of Acceptance by the Company in its sole and absolute discretion ("Non-Priority Tendered Notes") will be scaled by a factor (a "Scaling Factor") derived from (i) the difference between the Final Acceptance Amount and the aggregate principal amount of the Notes given Priority of Acceptance by the Company (in its sole and absolute discretion, in whole or in part), divided by (ii) the aggregate principal amount of the Non-Priority Tendered Notes that have been validly tendered pursuant to the Tender Offer (subject to adjustment resulting from the rounding of tenders of Non-Priority Tendered Notes described in the next paragraph). The Company does not expect to apply any scaling factor with respect to validly tendered and accepted Notes that are given Priority of Acceptance by the Company (in its sole and absolute discretion).

If a Noteholder submits Tender and Priority Acceptance Instructions representing an aggregate principal amount of Notes greater than the aggregate principal amount of New Notes allocated to the relevant Noteholder, the Company may, in its sole and absolute discretion, treat any such excess amount as a Tender Only Instruction. This will be reflected by the Tender Agent scaling the instruction by a factor equal to the weighted average of 100 per cent. and the Scaling Factor calculated in a manner that would result in equivalent acceptance to if the Noteholder submitted a separate Tender Only Instruction for the portion in excess of the aggregate principal amount of New Notes allocated to the relevant Noteholder.

Each tender of Notes that is scaled in this manner will be rounded down to the nearest €1,000 in principal amount. In addition, in the event of any such scaling, the Company intends to apply the Scaling Factor to each valid tender of Notes in such a manner as will result in both (a) the relevant Noteholder transferring Notes to the Company in an aggregate principal amount of at least €100,000 (being the minimum denomination of the Notes), and (b) the relevant Noteholder's residual amount of Notes (being the principal amount of the Notes the subject of the relevant Electronic Instruction that are not accepted for purchase by virtue of such scaling) amounting to either (i) at least €100,000 or (ii) zero, and the Company therefore intends to adjust the relevant Scaling Factor applicable to any relevant Electronic Instruction accordingly. If, following the application of the Scaling Factor, the principal amount of Notes otherwise due to be accepted for purchase from a Noteholder pursuant to an Electronic Instruction would be less than €100,000, the Company may in its sole and absolute discretion choose to accept at least €100,000, being the minimum denomination of the Notes, or reject the relevant Electronic Instruction in its entirety.

The Company's right to redeem or purchase the remaining Notes following the purchase (and corresponding cancellation) or redemption of 85 per cent. of the Notes.

Under the terms and conditions of the Notes, in the event that 85 per cent. or more of the principal amount of the Notes has been repurchased (and cancelled) or redeemed by the Company, including pursuant to the Tender Offer or otherwise, the Company may redeem or purchase (or procure the purchase of), at its option, all but not some only of the remaining outstanding Notes at 100 per cent. of their principal amount, together with interest accrued to (but excluding) the date of such redemption or purchase, subject to the Company having given the Noteholders not less than 15 nor more than 30 days' notice of such redemption or purchase.

Noteholders should note that, if the Company becomes entitled to, and decides to, exercise its optional redemption or purchase right under the terms and conditions of the Notes, Noteholders who do not participate in the Tender Offer will receive a lower price for their Notes than they would have done pursuant to the Tender Offer. In addition, during any period when the Company may elect to redeem or purchase the Notes, the market value of those Notes generally will not rise substantially above the price at which they can be redeemed or purchased.

New Financing Condition

The Company also announces today that it intends to issue New Notes, subject to market conditions (the "New Issuance").

The Tender Offer is conditioned, among other conditions, on the issuance and settlement of the New Notes, on or prior to the Payment Date, in an amount and on terms and conditions reasonably satisfactory to the Company (the "New Financing Condition"). There can be no assurance that the Company will be able to complete the New Issuance and satisfy the New Financing Condition.

Even if the New Financing Condition is satisfied or waived by the Company, the Company is under no obligation to accept for purchase any Notes validly tendered pursuant to the Tender Offer, tenders of Notes for purchase may be rejected in the sole and absolute discretion of the Company for any reason and the Company is under no obligation to Noteholders to furnish any reason or justification for refusing to accept a tender of Notes for purchase.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the euro medium term note programme base prospectus and, when available, the final terms in respect of the New Notes to be published by the Company (together, the "Prospectus"), and no reliance is to be placed on any representations other than those contained in the Prospectus. Subject to compliance with applicable securities laws and regulations, the Prospectus in preliminary form is available from the Dealer Managers on request.

For the avoidance of doubt, the ability to purchase New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Noteholder and the selling restrictions set out in the Prospectus). It is the sole responsibility of each Noteholder to satisfy itself that it is eligible to purchase the New Notes.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in either this announcement, the Prospectus or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the "Securities Act"). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act).

Compliance information for the New Notes:

UK MiFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ELIGIBLE COUNTERPARTIES ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the New Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA; 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 should take into consideration each manufacturer's target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining each manufacturer's target market assessment) and determining appropriate distribution channels.

No key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation"), or the EU PRIIPs Regulation as it forms part of UK 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 EEA or 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 EEA or in the UK may be unlawful under the EU PRIIPs Regulation or the UK PRIIPS Regulation, as applicable.

See the Prospectus for further information.

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

Priority in Allocation of the New Notes

When considering allocation of the New Notes, the Company intends to give preference to those Noteholders who, prior to such allocation, have validly tendered or have given a firm intention to the Company or any Dealer Manager that they intend to tender their existing Notes for purchase pursuant to the Tender Offer.

Therefore, a Noteholder who 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 Company, New Issue Priority, 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 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 Company, be applicable up to the aggregate principal amount of 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 Company is not obliged to allocate the New Notes to any Noteholder who has validly tendered or indicated a firm intention to tender Notes pursuant to the Tender Offer and, if New Notes are allocated to any such Noteholder, the principal amount thereof may be less or more than the principal amount of Notes tendered by such holder and accepted by the Company 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 Company 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 Company. In the event that a Noteholder validly tenders Notes pursuant to the Tender Offer, such 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 Notes, irrespective of whether that Noteholder receives all, part or none of any allocation of New Notes for which it has applied.

Existing Noteholders should note that the pricing and allocation of the New Notes are expected to take place prior to the Expiration Deadline for the Tender Offer, and any existing Noteholder who wishes to subscribe for New Notes in addition to tendering its Notes for purchase pursuant to the Tender Offer should therefore provide, as soon as reasonably practicable, to the Company or any Dealer Manager, a statement of its firm intention to tender its Notes for purchase and the principal amount of the Notes that it intends to tender.

Electronic Instructions

In order to participate in, and be eligible to receive payments of the Purchase Price and Accrued Interest pursuant to the Tender Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Electronic Instruction that is received by the Tender Agent by 4:00 p.m. on Tuesday, 11 June 2024, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the "Expiration Deadline").

Electronic Instructions must be submitted in respect of a minimum principal amount of Notes of no less than €100,000, being the minimum denomination, and integral multiples of €1,000 thereafter.

Indicative Timetable for the Tender Offer

This is an indicative timetable showing the expected timing of the Tender Offer assuming that neither the Expiration Deadline nor the Payment Date is extended in respect of the Tender Offer. This timetable is subject to change and dates and times may be extended, amended or eliminated by the Company in accordance with the terms of the Tender Offer, as more fully described in the Tender Offer Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below. This summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information appearing in the Tender Offer Memorandum.

Event	Dates and Times (all times are British Summer Time)
Commencement of the Tender Offer Commencement of the Tender Offer upon the terms and subject to the conditions set forth in the Tender Offer Memorandum. Tender Offer Memorandum available from the Tender Agent.	Monday, 3 June 2024
Expiration Deadline Final deadline for receipt of valid Electronic Instructions by the Tender Agent in order for Noteholders to be able to participate in the Tender Offer. The Tender Offer will expire on the Expiration Deadline unless extended, re-opened, amended or terminated prior to such Expiration Deadline. The Company may, in its sole and absolute discretion, re-open, extend, amend or terminate the Tender Offer.	4:00 p.m. on Tuesday, 11 June 2024
Announcement of Final Results As soon as reasonably practicable after the Expiration Deadline, the Company will announce the results of the Tender Offer, including the principal amount validly tendered pursuant to the Tender Offer, the Final Acceptance Amount and the Scaling Factor.	As soon as reasonably practicable after the Expiration Deadline
Payment Date Subject to satisfaction or waiver of the New Financing Condition, the Company will pay the Purchase Price (plus Accrued Interest) for the Final Acceptance Amount in an amount equal to the Aggregate Tender Consideration.	Expected to be on Friday, 14 June 2024

The above dates and times are subject, where applicable, to the right of the Company, in its sole and absolute discretion, to extend, re-open, amend and/or terminate the Tender Offer, subject to applicable laws and as more fully described in the Tender Offer Memorandum.

Noteholders are advised to check with any broker, dealer, bank, custodian, trust company or other nominee or intermediary through which they hold Notes to confirm whether such intermediary requires that it receives instructions for such Noteholder to participate in, or revoke such Noteholder's instruction to participate in, the Tender Offer before the deadlines specified above. The deadlines set by each Clearing System for the submission and withdrawal of Electronic Instructions will be earlier than the relevant deadlines above.

Any extension, termination, re-opening or amendment of the Tender Offer will be followed as soon as reasonably practicable by announcement thereof, such announcement in the case of an extension to be issued no later than 9:00 a.m., London time on the next Business Day following the previously scheduled Expiration Deadline and/or the Payment Date.

Unless stated otherwise, all announcements will be made by the Company by (i) publication through RNS and (ii) delivery of notices to the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the Informa IGM Screen Insider service. Significant delays may be experienced in respect of notices delivered to the Clearing Systems and Noteholders are urged to contact the Tender Agent for the relevant announcements during the course of the Tender Offer, the contact details for which can be found further down the body of this announcement.

In addition, Noteholders may contact the Dealer Managers for information using the contact details found further down the body of this announcement.

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

Questions and requests for assistance in connection with the Tender Offer may be directed to the Dealer Managers:

THE DEALER MANAGERS
HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Attention: Liability Management, DCM Tel: [phone] Email: [e-mail]	Jefferies International Limited 100 Bishopsgate London EC2N 4JL United Kingdom Attention: Debt Capital Markets Tel: [phone] Email: [e-mail]
Requests for information in relation to the procedures for tendering Notes and participating in the Tender Offer and the submission of an Electronic Instruction should be directed to the Tender Agent:
THE TENDER AGENT
Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Telephone: [phone] Attention: Owen Morris Email: [e-mail] Website: https://deals.is.kroll.com/ipfin

This announcement is made by International Personal Finance plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/201 ("EU MAR"), including as it forms part of UK domestic law by virtue of the EUWA ("UK MAR"), encompassing information relating to the Tender Offer described above. For the purposes of EU MAR and UK MAR and the Implementing Technical Standards, this announcement is made by Tom Crane, Company Secretary at International Personal Finance plc.

LEI: 213800II1O44IRKUZB59

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 Tender Offer. If any Noteholder is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial 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 Notes are held on its behalf by a broker, dealer, bank, custodian, clearing system, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offer. None of the Company, the Dealer Managers or the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Tender Offer.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum come(s) are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Nothing in this announcement nor the Tender Offer Memorandum constitutes an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Tender Offer will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where applicable laws require the Tender Offer to be made by a licensed broker or dealer, and any of the Dealer Managers or any of their affiliates is such a licensed broker or dealer in such jurisdictions, the Tender Offer shall be deemed to be made by such Dealer Managers or such affiliates (as the case may be) on behalf of the Company in such jurisdictions, in accordance with applicable laws and regulations.

No action has been or will be taken in any jurisdiction in relation to the New Notes that would permit a public offering of such securities. The minimum denomination of the New Notes will be €100,000.

United States

The Tender Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telephone and the internet. The Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the Securities Act. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by brokers, dealers, banks, custodians, trust companies or other nominees or intermediaries) in or into the United States. Any purported tender of Notes in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each person participating in the Tender Offer will represent that it or any beneficial owner of the Notes or any person on whose behalf such person is acting is not a U.S. person (as defined in Regulation S under the Securities Act) or a resident and/or located in the United States and will not be resident and/or located in the United States at the time of the submission of its Tender pursuant to the Tender Offer. For the purposes of this and the above paragraph, "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.

United Kingdom

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 (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 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of the Company or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) to any other persons to whom these documents and/or materials may lawfully be communicated.

France

This announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer may not be distributed in the Republic of France except to a qualified investor (investisseur qualifié), as defined and in accordance with Article L.411-2 of the French Code monétaire et financier as amended from time to time, and Article 2(e) of Regulation (EU) 2017/1129, as amended.

Italy

None of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.

The Tender Offer is being carried out in the Republic of 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.

A holder of Notes located in the Republic of Italy can tender Notes 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 September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.

 

END