Tesco PLC - Non-US Tender Offer

RNS Number : 1631M

Tesco PLC

19 January 2021

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA) .

NOT FOR 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).

Tesco Corporate Treasury Services PLC announces Tender Offer for its €750,000,000 2.500 per cent. Notes due 2024 and guaranteed by Tesco PLC

and

Tesco PLC announces Tender Offers for its £900,000,000 6.125 per cent. Notes due 2022 , £515,000,000 5 per cent. Notes due 2023, £200,000,000 6 per cent. Notes due 2029, £200,000,000 5.50 per cent. Notes due 2033, £300,000,000 4.875 per cent. Notes due 2042, €600,000,000 5.125 per cent. Notes due 2047 and £500,000,000 5.20 per cent. Notes due 2057

19 January 2021.

Tesco Corporate Treasury Services PLC (TCTS) announces today an invitation to holders of its outstanding €750,000,000 2.500 per cent. Notes due 2024 and guaranteed by Tesco (as defined below) (ISIN: XS1082971588) (the 2024 Notes) and Tesco PLC (Tesco and, together with TCTS, the Offerors) announces today separate invitations to holders of its outstanding (a) £900,000,000 6.125 per cent. Notes due 2022 (ISIN: XS0414345974) (the 2022Notes), (b) £515,000,000 5 per cent. Notes due 2023 (ISIN: XS0248392812) (the 2023 Notes) (c) £200,000,000 6 per cent. Notes due 2029 (ISIN: XS0105244585) (the 2029 Notes), (d) £200,000,000 5.50 per cent. Notes due 2033 (ISIN: XS0159013142) (the 2033 Notes), (e) £300,000,000 4.875 per cent. Notes due 2042 (ISIN: XS0248395245) (the 2042 Notes), (f) €600,000,000 5.125 per cent. Notes due 2047 (ISIN: XS0295018070) (the 2047 Notes) and (g) £500,000,000 5.20 per cent. Notes due 2057 (ISIN: XS0289810318) (the 2057 Notes and, together with the 2022 Notes, the 2023 Notes, the 2024 Notes, the 2029 Notes, the 2033 Notes, the 2042 Notes and the 2047 Notes, the Notes and each a Series) to tender their Notes for purchase by TCTS or Tesco, as applicable, 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 19 January 2021 (the Tender Offer Memorandum) prepared by the Offerors, and are 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 Information and Tender Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer Memorandum.

Summary of the Offers

Priority Level	Notes	Issuer and Offeror	ISIN / Common Code	Outstanding Nominal Amount	Relevant Benchmark Security or Interpolated Mid-Swap Rate	Purchase Spread	Amount subject to the Offers
1	2047 Notes	Tesco PLC	XS0295018070 / 029501807	€ 355,991,000	2047 Notes Interpolated Mid-Swap Rate	215 bps	Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount of Notes such that the total amount payable1 for such Notes (or, where applicable, its Euro Equivalent) is no greater than (i) the total gross proceeds received by TCTS from the issue of the New Notes (as defined herein) (the New Notes Proceeds Amount) less (ii) the Euro Equivalent of the total amount payable2 by Tesco for all US Notes validly tendered and accepted for purchase pursuant to the US Tender Offer (each term as defined herein) (the US Tender Offer Amount).
2	2024 Notes	Tesco Corporate Treasury Services PLC	XS1082971588 / 108297158	€750,000,000	2024 Notes Interpolated Mid-Swap Rate	30 bps
2	2022 Notes	Tesco PLC	XS0414345974 / 041434597	£ 416,993,000	4 per cent. UK Treasury Gilt due 7 March 2022 (ISIN: GB00B3KJDQ49)	25 bps
2	2023 Notes	Tesco PLC	XS0248392812 / 024839281	£ 92,974,000	0.125 per cent. UK Treasury Gilt due 31 January 2023 (ISIN: GB00BL68HG94)	40 bps
2	2029 Notes	Tesco PLC	XS0105244585 / 010524458	£ 47,849,000	0.875 per cent. UK Treasury Gilt due 22 October 2029 (ISIN: GB00BJMHB534)	135 bps
2	2033 Notes	Tesco PLC	XS0159013142 / 015901314	£ 108,621,000	4.25 per cent. UK Treasury Gilt due 7 June 2032 (ISIN: GB0004893086)	150 bps
2	2042 Notes	Tesco PLC	XS0248395245 / 024839524	£ 20,275,000	4.5 per cent. UK Treasury Gilt due 7 December 2042 (ISIN: GB00B1VWPJ53)	175 bps
2	2057 Notes	Tesco PLC	XS0289810318 / 028981031	£30,100,000	1.75 per cent. UK Treasury Gilt due 22 July 2057 (ISIN: GB00BD0XH204)	190 bps
1.  Including for payment of Accrued Interest (as defined below) on the relevant Notes. 2.  Including for payment of accrued interest on the relevant US Notes.

Rationale for the Offers

The Offers and the concurrent US Tender Offer (as defined below) are being made in the context of the Offerors' strategic aim of strengthening the balance sheet by addressing upcoming debt maturities and achieving net annual interest savings.

Each Offeror intends to cancel any Notes purchased by it pursuant to the relevant Offer(s).

Purchase Prices and Accrued Interest

In respect of each Series, TCTS (in the case of the 2024 Notes) or Tesco (in the case of each Series other than the 2024 Notes) will pay for any Notes of the relevant Series validly tendered and accepted for purchase by such Offeror pursuant to the relevant Offer a purchase price for such Notes (each a Purchase Price) to be determined at or around 2.00 p.m. (London time) on 28 January 2021 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (annualised in the case of each such Series except the 2024 Notes, the 2047 Notes and the 2057 Notes) (each such sum, a Purchase Yield) of:

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

(b)  in the case of (i) the 2024 Notes or the 2047 Notes, the relevant Interpolated Mid-Swap Rate, or (ii) each other Series, 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 Notes 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 Notes of the relevant Series on the Settlement Date based on the relevant Purchase Yield.

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

New Financing Condition

On 19 January 2021, Tesco announced that TCTS intends to issue a new series of euro-denominated fixed rate notes to be guaranteed by Tesco (the New Notes) under the Offerors' £15,000,000,000 Euro Note Programme (the Programme), subject to market conditions. 

Whether either or both of the Offerors will purchase any Notes validly tendered in the relevant Offer(s) is conditional, without limitation, on the successful completion (in the sole determination of the Offerors) of the offering of the New Notes (the New Financing Condition).

Even if the New Financing Condition is satisfied, neither Offeror is under any obligation to accept for purchase any Notes validly tendered pursuant to the relevant Offer(s).  The acceptance by either Offeror of Notes validly tendered pursuant to the relevant Offer(s) is at the sole discretion of such Offeror and tenders may be rejected by such Offeror for any reason.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in: (i) the offering circular dated 21 December 2020   prepared in connection with the Programme (the Programme Offering Circular); and (ii) the final terms to be prepared in connection with the New Notes, and no reliance is to be placed on any representations other than those contained in the Programme Offering Circular.

Advertisement. The Programme Offering Circular is available at https://www.tescoplc.com/media/756813/tesco-2020-update-offering-circular-final.pdf

The New Notes and the guarantee thereof are not being, and will not be, offered or sold in the United States.  Nothing in this announcement or the Tender Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes or the guarantee thereof 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 and the guarantee thereof 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.

The target market for the New Notes is (i) eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the EUWA).   All channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate.

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 in the European Economic Area (the EEA) or the United Kingdom (the UK). For these purposes, a retail investor in the EEA means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; (ii) a customer within the meaning of Directive (EU) 2016/97 where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation); and a retail investor in the UK means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Markets and Services Act 2000, as amended (the FSMA) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as 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 by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 (the PRIIPs Regulation) or 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 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 any retail investor in the UK may be unlawful under the PRIIPs Regulation or the UK PRIIPs Regulation, as applicable.

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

Allocation of the New Notes

A factor in the allocation of the New Notes will be whether Noteholders have validly tendered or indicated their firm intention to the relevant Offeror(s) or the Dealer Managers to tender their Notes for purchase pursuant to the relevant Offer(s). When considering allocation of the New Notes, TCTS may give preference to those Noteholders who, prior to such allocation, have validly tendered or indicated their firm intention to the relevant Offeror(s) or any of the Dealer Managers to tender the Notes and subscribe for New Notes. However, TCTS is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender the Notes pursuant to the relevant Offer(s). Any allocation of the New Notes, while being considered by the relevant Offeror(s) as set out above, will be made in accordance with customary new issue allocation processes and procedures.

US Tender Offer, Aggregate Consideration Amount and Priority of Acceptance

Tesco has launched, contemporaneously with the launch of the Offers, an offer to purchase for cash (the US Tender Offer) its US$1,150,000,000 6.15% Senior Notes due 2037 (ISIN: US881575AC87 / USG87621AL52) (the US Notes), of which US$525,000,000 in nominal amount remains outstanding. The US Tender Offer is described in a separate offer document, and is not the subject of this announcement or the Tender Offer Memorandum. Pursuant to the US Tender Offer, Tesco currently proposes to accept any and all valid offers of US Notes for purchase, and the expiration deadline for the US Tender Offer is 5.00 p.m. (New York City time) on 26 January 2021, as such deadline may be extended by Tesco in accordance with the terms of the US Tender Offer. The Euro Equivalent (as determined by reference to the Applicable USD/Euro Exchange Rate) of the total amount payable by Tesco for all US Notes validly tendered and accepted for purchase pursuant to the US Tender Offer (including all accrued interest payable by Tesco in respect of such US Notes accepted for purchase) is referred to in this announcement and the Tender Offer Memorandum as the US Tender Offer Amount .

If the Offerors ( or one of the Offerors, as the case may be)   decide to accept any validly tendered Notes for purchase pursuant to the relevant Offer(s), they propose to accept for purchase an aggregate nominal amount of such Notes such that the total amount payable by the Offerors (or one of the Offerors, as the case may be) for all such Notes accepted for purchase pursuant to the relevant Offer(s) (including all Accrued Interest Payments in respect of such Notes accepted for purchase), converted (where applicable) into the Euro Equivalent at the Applicable Sterling/Euro Exchange Rate, is no greater than (a) the total gross proceeds received by TCTS from the issue of the New Notes (the New Notes Proceeds Amount), less (b) the US Tender Offer Amount (although the Offerors reserve the right, in their sole discretion, to allocate a significantly lower or a significantly higher amount for the purchase of Notes pursuant to the relevant Offer(s), the final amount so allocated for the purchase of Notes being the Aggregate Consideration Amount).

As a result of the foregoing, the Aggregate Consideration Amount will be directly affected by the aggregate nominal amount of US Notes accepted for purchase pursuant to the US Tender Offer.

If the Offerors decide to accept any Notes for purchase pursuant to the relevant Offer(s), they propose to accept Notes validly tendered for purchase pursuant to the relevant Offer(s) in the order of the related Priority Level set out in the table above (each a Priority Level), beginning with the Notes with Priority Level 1. The Offerors do not intend to accept any valid tenders of Notes shown in the table above with a Priority Level of 2 unless the relevant Offeror has accepted all valid tenders of Notes shown in the table above with a Priority Level of 1 (being the 2047 Notes) in full, with no pro rata scaling. The final aggregate amount payable for all Notes accepted for purchase in respect of each Priority Level (including all Accrued Interest Payments in respect of such Notes accepted for purchase), converted (where applicable) into the Euro Equivalent at the Applicable Sterling/Euro Exchange Rate, is referred to as a Priority Level Consideration Amount.

The Offerors will determine the allocation of a Priority Level Consideration Amount between each Series with the relevant Priority Level in their sole discretion, and reserve the right to accept significantly more or significantly less (or none) of any Series as compared to any other Series with the same Priority Level (the final aggregate nominal amount of each Series (if any) accepted for purchase pursuant to the relevant Offer being a Series Acceptance Amount).

Scaling

In respect of each Series, if the relevant Offeror decides to accept any validly tendered Notes of such Series for purchase pursuant to the relevant Offer and the aggregate nominal amount of the relevant Series validly tendered for purchase is greater than the relevant Series Acceptance Amount, the relevant Offeror intends to accept such Notes 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 such Series Acceptance Amount, as further set out in the Tender Offer Memorandum.

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, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Information and Tender Agent by 4.00 p.m. (London time) on 27 January 2021 (the Expiration Deadline).

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 Notes 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 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 Multiples
2022 Notes	£50,000	£1,000
2023 Notes	£50,000	£1,000
2024 Notes	€100,000	€1,000
2029 Notes	£1,000	£1,000
2033 Notes	£1,000	£1,000
2042 Notes	£50,000	£1,000
2047 Notes	€50,000	€1,000
2057 Notes	£50,000	£50,000

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 Information and Tender Agent.	19 January 2021
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Information and Tender Agent in order for Noteholders to be able to participate in the Offers.	4.00 p.m. on 27 January 2021
Announcement of Indicative Results
Announcement by each of the Offerors of a non-binding indication of the level at which they expect to set each Series Acceptance Amount, and indicative details of any Scaling Factor applicable to valid tenders of Notes of each relevant Series that will be applied in the event that each of the Offerors or one of the Offerors, as the case may be, decides to accept valid tenders of Notes of such Series pursuant to the relevant Offers and the New Financing Condition is satisfied (or waived) on or prior to the Settlement Date .	Prior to the Pricing Time on 28 January 2021
Pricing Time
Determination of each Benchmark Security Rate, each Interpolated Mid-Swap Rate, each Purchase Yield and each Purchase Price.	At or around 2.00 p.m. on 28 January 2021
Announcement of Results and Pricing Announcement of whether either or both of the Offerors will accept (subject to the satisfaction (or waiver) of the New Financing Condition on or prior to the Settlement Date) valid tenders of Notes pursuant to all or any of the applicable Offers and, if so accepted, each Series Acceptance Amount, each Purchase Yield, each Benchmark Security Rate, each Interpolated Mid-Swap Rate, each Purchase Price, the Applicable USD/Euro Exchange Rate, the Applicable Sterling/Euro Exchange Rate and any Scaling Factors that will be applied to Notes of any Series.	As soon as reasonably practicable after the Pricing Time on 28 January 2021
Settlement Date Subject to the satisfaction (or waiver) of the New Financing Condition, expected Settlement Date for the Offers.	29 January 2021

Each Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate any Offer made by it at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times and dates are subject to the right of each Offeror to so extend, re-open, amend and/or terminate any such Offer.

Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer before the deadlines set out above.  The deadlines set by any such intermediary and each Clearing System for the submission and (where permitted) 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 found on the relevant Reuters Insider Screen and be made 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 Information and Tender Agent, the contact details for which are below.  Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Information and Tender Agent for the relevant announcements during the course of the Offers.  In addition, Noteholders may contact the Dealer Managers for information using the contact details below.

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

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

BNP Paribas (Telephone: [phone] ; Attention: Liability Management Group; Email:  [e-mail]), Citigroup Global Markets Limited (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]), MUFG Securities EMEA plc (Tel: [phone]; Attention: Liability Management Group; Email: [e-mail]) and RBC Europe Limited (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]) are acting as Dealer Managers for the Offers.

Lucid Issuer Services Limited (Telephone: + 44 20 7704 0880; Attention: Arlind Bytyqi ; Email: [e-mail]) is acting as Information and Tender Agent for the Offers.

This announcement is released by Tesco PLC and Tesco Corporate Treasury Services 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) 596/2014 as it forms part of domestic law by virtue of the EUWA (UK MAR), encompassing information relating to the Offers described above. For the purposes of UK MAR and the Implementing Technical Standards, this announcement is made by Robert Welch , Group Company Secretary at Tesco PLC.

LEI Number: 21380018AJDKNF3A6712

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 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, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offers. None of TCTS, Tesco, the Dealer Managers or the Information and Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

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 Offerors, the Dealer Managers and the Information and Tender Agent to inform themselves about, and to observe, any such restrictions.  Nothing in this announcement nor the Tender Offer Memorandum constitutes (i) an offer to buy or a solicitation of an offer to sell the Notes (and tenders of Notes in the Offers will not be accepted from any Noteholders) in any circumstances in which such offer or solicitation is unlawful or (ii) an offer to sell or a solicitation of an offer to buy the New Notes. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the relevant Offeror in such jurisdiction.  

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

United States. The Offers are not being made, and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States.  This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States.  Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States.  Any purported tender of Notes in the Offers 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.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons (as defined in Regulation S of the Securities Act (each a U.S. Person)). Securities may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act.  The New Notes and the guarantee thereof have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. persons.

Each Noteholder participating in an Offer will represent that it is not located in the United States and is not participating in such Offer from the United States, or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States. For the purposes of this and the above two paragraphs, United States means the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, 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. Noteholders or beneficial owners of the Notes that are located in Italy can tender Notes 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 Notes and/or the Offers.

United Kingdom. The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000.  Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom.  The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial PromotionOrder)) or persons who are 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.

France. The Offers are not being made, directly or indirectly, to the public in the Republic of France (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 and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

Belgium. None of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority (Autoriteit voor financiële diensten en markten / Autorité des services marchés financiers) and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this announcement, the Tender Offer Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, acting on their own account. Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement and the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

 

END

 

 

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