Launch of Tender Offer for Preference Shares

Bristol & West PLC

21 June 2023

 

21 JUNE 2023

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 AND THE DISTRICT OF COLUMBIA) (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933 AS AMENDED) (THE "SECURITIES ACT"). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT.

(SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

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

The Governor and Company of the Bank of Ireland

tender offer in respect of the £32,593,734 8.125 per cent non-cumulative, non-redeemable preference shares issued by

Bristol & West plc

(a subsidiary of the Offeror and a member of the Bank of Ireland Group)

(ISIN: GB0000510205)

The Governor and Company of the Bank of Ireland (the "Offeror"), a subsidiary of Bank of Ireland Group plc ("BOIG"), today announces invitations to holders to tender any and all of their £32,593,734 8.125 per cent non-cumulative, non-redeemable preference shares issued by Bristol & West plc (itself a wholly owned subsidiary of the Bank of Ireland Group) (the "Preference Shares") on the terms set out in the offer memorandum dated today (the "Offer Memorandum") and as summarised below (the "Tender Offer").

The Tender Offer is part of the Bank of Ireland Group's process to optimise its capital structure, to achieve among other things, a retirement of inefficient legacy perpetual instruments which no longer qualify as regulatory capital while also providing liquidity to Preference Share Holders.

Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer Memorandum.  

Overview of the Tender Offer

The Tender Offer is an invitation by the Offeror on the terms and subject to the conditions contained in the Offer Memorandum to Preference Share Holders (subject to applicable offer restrictions) to tender their Preference Shares for purchase by the Offeror for cash, on the terms and subject to the conditions set out in the Offer Memorandum.

The indicative timetable for the Tender Offer, including the expiration deadlines and settlement dates, is set out below under "Indicative Timetable".

The Offeror is not under any obligation to accept for purchase any Preference Shares tendered pursuant to the Tender Offer. The acceptance for purchase by the Offeror of Preference Shares tendered pursuant to the Tender Offer is at the sole and absolute discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

Offer Price and Payment in Lieu of Dividend Amount

The Offeror will pay each Preference Share Holder in respect of Preference Shares validly submitted for tender and accepted for purchase by the Offeror (i) the price of £1.17500 per Preference Share (the "Offer Price"); and (ii) a cash amount per Preference Share equal to the amount of the dividends that would have accrued on the Preference Shares from (and including) the date of the relevant preceding preference dividend payment date for the Preference Shares immediately preceding the relevant Settlement Date to (but excluding) the relevant Settlement Date, if such dividends were cumulative and calculated on the basis of a 365 day year and the actual number of days elapsed in such period (the "Payment in Lieu of Dividend Amount"). 

The table below which identifies the Offer Price and Payment in Lieu of Dividend Amount for each of the Early Settlement Date and Retail Settlement Date. 

	Settlement Date	Offer Price	Payment in Lieu of Dividend Amount	Total Payment
Validly submitted Tender Instructions received prior to the General Expiration Deadline	13 July 2023	117.5% £1.17500 for each Preference Share	1.313% £0.01313 for each Preference Share*	118.813% £1.18813 for each Preference Share*
Validly submitted Tender Instructions received after the General Expiration Deadline but before the Retail Expiration Deadline	16 August 2023		2.070% £0.02070 for each Preference Share**	119.570% £1.19570 for each Preference Share**

*Assuming the Tender Offer settles on the expected Early Settlement Date of 13 July 2023

** Assuming the Tender Offer settles on the expected Retail Settlement Date of 16 August 2023.

Any extensions to the General Expiration Deadline or the Retail Expiration Deadline, or changes to the relevant Settlement Dates, will result in a corresponding adjustment to the Payment in Lieu of Dividend Amount.

Liquidation

Bristol & West is no longer an active banking entity and has no other material assets or liabilities apart from the Preference Shares.

The Bank of Ireland Group's ultimate intention, following the Tender Offer, is to wind up Bristol & West through a members' voluntary liquidation process (the Liquidation). This would mean that Bristol & West would cease to exist.

Any Liquidation is conditional upon receipt of the approval of 75% of Bristol & West's shareholders present and voting at a general meeting.

If the Liquidation is approved by the requisite majority of shareholders, holders of Preference Shares at the time (i.e. who have not accepted the Tender Offer) are expected to receive a cash distribution out of the Liquidation proceeds in accordance with the articles of association of Bristol & West.

This distribution is expected to be no less than the higher of: (i) shareholders' entitlement to Liquidation proceeds under the existing articles of association of Bristol & West, being an amount equal to the par value of their Preference Shares (i.e. £1 per Preference Share)) plus any accrued dividends up to the date of commencement of the Liquidation; and (ii) the Offer Price less the aggregate of dividend payments paid on the Preference Shares from the date of the Offer Memorandum up until the date of commencement of the Liquidation (which may be more or less than the value of the Preference Shares at that time). The Bank of Ireland Group may decide to pay more for the Preference Shares at the time of Liquidation in order to reflect the value of the Preference Shares at the time the Liquidation Resolution is passed.

Please note that, at this time, no decision has been made by Bristol & West, the Offeror or any member of the Bank of Ireland Group to proceed with the Liquidation, or any other transaction in respect of the Preference Shares other than the Tender Offer.

Further information about the Tender Offer and the Liquidation can be found in the Offer Memorandum in Questions 5-8 of the section headed "Questions and Answers about the Tender Offer".

Tender Instructions

In order to participate in the Tender Offer and be eligible to receive the Offer Price and the Payment in Lieu of Dividend Amount, Preference Share Holders who hold their Preference Shares in CREST must participate in the Tender Offer by arranging for the CREST Participant through which they hold their Preference Shares to submit a Tender Instruction on their behalf via CREST, which must be done by the General Expiration Deadline.

Preference Share Holders who hold their Preference Shares outside CREST in certificated form can complete a Tender Instruction Form online at www.linkgroup.eu/bristol-and-west, to be received by the Receiving Agent by no later than the relevant Expiration Deadline. Note that for ease of administration of the Tender Offer, the Offeror will only accept tenders of all (and not part) of the Preference Shares held by a Preference Share Holder in certificated form.

Tender Instructions will be irrevocable, except in limited circumstances described in "Amendment and Termination".

Shareholders should refer to the Offer Memorandum (in the section "Procedures for Participating in the Tender Offer") for full details on how to participate in the Tender Offer.

Before making a decision with respect to the Tender Offer, Preference Share Holders should carefully consider all of the information in the Offer Memorandum and, in particular, the risk factors described in the section entitled "Risk Factors and Other Considerations" in the Tender Offer Memorandum.

Expected Timetable

The Offeror currently expects the Tender Offer to proceed on the timetable below. However, the times and dates below are indicative only, and subject to change. The Offeror and Bristol & West will announce any changes to the timetable.

Events	Times and Dates (All times are UK time)
Commencement of the Tender Offer	21 June 2023
Announcement of the Tender Offer. Offer Memorandum and Tender Instruction Form made available to Preference Share Holders on www.linkgroup.eu/bristol-and-west (subject to the offer and distribution restrictions).
General Expiration Deadline	1.00 p.m. on 29 June 2023
First deadline for receipt by the Receiving Agent of Tender Instructions from a Preference Share Holder to be eligible (if such Preference Shares are accepted for purchase by the Offeror) to receive the Offer Price and the relevant Payment in Lieu of Dividend Amount. Please note Institutional Investors must submit a valid Tender Instruction by the General Expiration Deadline to participate in the Tender Offer.
Record date in respect of early instructions	6.30 p.m. on 29 June 2023
Early Results Announcement	30 June 2023
Announcement of the Offeror's decision whether to accept valid tenders of Preference Shares received prior to the General Expiration Deadline pursuant to the Tender Offer: Details of: (i) the number of Preference Shares validly tendered before the General Expiration Deadline pursuant to the Tender Offer that the Offeror determines, in its sole discretion, that it will accept for purchase; (ii) the percentage of Preference Shares validly tendered before the General Expiration Deadline pursuant to the Tender Offer; and (iii) the aggregate percentage of Preference Shares and Ordinary Shares of Bristol & West that will be owned by the Bank of Ireland Group following the Early Settlement Date.
Early Settlement Date	13 July 2023
This is the expected settlement date of the Early Acceptances to the Tender Offer, including (i) purchase by the Offeror of Preference Shares validly tendered and accepted pursuant to the Tender Offer and (ii) payment of the Offer Price and the relevant Payment in Lieu of Dividend Amount in respect of such Preference Shares.
Retail Expiration Deadline	1.00 p.m. on 2 August 2023
Deadline for receipt by the Receiving Agent of Tender Instructions from a Retail Investor to be eligible (if such Preference Shares are accepted for purchase by the Offeror) to receive the Offer Price and the relevant Payment in Lieu of Dividend Amount. Accordingly, this is the latest time and date for (i) receipt of Tender Instruction Forms for tendered Preference Shares in certificated form; and (ii) settlement of TTE Instructions for Preference Shares tendered in CREST. Please note that only Retail Investors can submit a Tender Instruction by the Retail Expiration Deadline; Institutional Investors must submit a valid Tender Instruction by the General Expiration Deadline to participate in the Tender Offer.
Record date in respect of later instructions	6.30 p.m. on 2 August 2023
Final Results Announcement	3 August 2023
Announcement of the Offeror's decision whether to accept valid tenders of Preference Shares received prior to the Retail Expiration Deadline pursuant to the Tender Offer. Details of: (i) the number of Preference Shares validly tendered whose respective validly submitted Tender Instructions are received by the Receiving Agent after the General Expiration Deadline and prior to the Retail Expiration Deadline pursuant to the Tender Offer that the Offeror determines, in its sole discretion, that it will accept for purchase; (ii) the number of Preference Shares purchased pursuant to the Tender Offer (being the amount purchased on the Early Settlement Date plus the amount purchased on the Retail Settlement Date); (iii) the percentage of Preference Shares validly tendered before the Retail Expiration Deadline pursuant to the Tender Offer; and (iv) the aggregate percentage of Preference Shares and Ordinary Shares of Bristol & West that will be owned by the Bank of Ireland Group following the Retail Settlement Date.
Retail Settlement Date	16 August 2023
This is the expected settlement date of the Later Acceptances to the Tender Offer, including (i) purchase of Preference Shares purchased in the Tender Offer by the Offeror and (ii) payment of the Offer Price and the relevant Payment in Lieu of Dividend Amount in respect of such Preference Shares.

The above times and dates are indicative only, and subject to change and to the right of the Offeror to extend, re-open, amend and/or terminate the Tender Offer (subject to applicable law and as provided in the Offer Memorandum). 

Preference Share Holders are advised to check with any bank, custodian, securities broker or other Intermediary through which they hold their Preference Shares when such Intermediary would need to receive instructions from a Preference Share Holder in order for that Preference Share Holder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Tender Offer before the relevant deadlines specified in this announcement and the Offer Memorandum.  The deadlines set by any such Intermediary will be earlier than the relevant deadlines specified above.

Further Information

D.F. King Ltd has been appointed by the Offeror as retail information agent (the "Retail Information Agent"). Link Market Services Limited has been appointed to act as receiving agent in connection with the Tender Offer. J&E Davy Unlimited Company, Jefferies International Limited, Lloyds Bank Corporate Markets plc, UBS AG London Branch have been appointed as dealer managers for the purposes of the Tender Offer, to provide further information to Institutional Investors only. Their details are set out below.

A "Retail Investor" means a Shareholder who is not an Institutional Investor (as defined below). Any Shareholder who is an individual (rather than a company or other organisation) will be a Retail Investor. Any Shareholder that is a company or other organisation and is not sure whether they are a Retail Investor or an Institutional Investor may contact the Retail Information Agent for further information, using the contact details below.

An "Institutional Investor" means a Shareholder that is:

(i)         an "eligible counterparty" or a "professional client", each as defined in Directive 2014/65/EU (as amended); or

(ii)        an "eligible counterparty" as defined in the FCA Handbook Conduct of Business Sourcebook or a "professional client" as defined in Regulation (EU) No 600/2014 as it forms part of English domestic law by virtue of the European Union (Withdrawal) Act 2018.

Retail Investors

Retail Investors who have questions or require technical assistance in connection with the delivery of Tender Instructions should contact the Receiving Agent using the following contact details:

Link Market Services Limited Telephone: [phone]     (if calling from the UK)1 Telephone:       [phone]       (if calling from outside the UK)[1]

Retail Investors who have any other questions regarding the Tender Offer should contact the Retail Information Agent using the following contact details:

D.F. King Telephone: [phone] (if calling from the UK) [2] Telephone: [phone] (if calling from outside the UK)

Institutional Investors

Institutional Investors, nominees, banks, brokers, or custodians who have procedural questions or require technical assistance in connection with the delivery of Tender Instructions should contact D.F. King using the following contact details:

D.F. King Telephone: [phone] (if calling from the UK) Telephone: [phone] (if calling from outside the UK) [3] Email: [e-mail]

Institutional Investors who have any other questions regarding the Tender Offer should contact the Dealer Managers using the following contact details:

J&E Davy Unlimited Company Tel: [phone] Email: [e-mail]	Jefferies International Limited Tel: [phone] Email: [e-mail] Attn: Liability Management
Lloyds Bank Corporate Markets plc Tel: [phone] / 1719 Email: [e-mail] Attn: Liability Management	UBS AG, London Branch Tel: [phone] Email: [e-mail] Attn: Liability Management

Market Abuse Regulation

This announcement contains inside information in relation to the Preference Shares and is disclosed in accordance with the Market Abuse Regulation (EU) 596/2014 ("EU MAR") and MAR as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 as amended ("UK MAR").

DISCLAIMER: This announcement must be read in conjunction with the Offer Memorandum and any other announcements published in connection with the Tender Offer. This announcement and the Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If you are in any doubt as to the contents of this announcement or the Offer Memorandum or the action you should take, you are recommended to seek your own financial and legal advice, including as to any tax consequences, immediately from your broker, solicitor, accountant or other independent financial or legal adviser. Any person whose Preference Shares are held on its behalf by a custodian, broker, dealer, commercial bank, trust company or other nominee or intermediary (each an "Intermediary") should contact such Intermediary urgently if it wishes to participate in the Tender Offer. None of the Offeror, Bristol & West, the Dealer Managers, the Receiving Agent or the Retail Information Agent makes any recommendation as to whether holders should tender Preference Shares pursuant to the Tender Offer. Shareholders should consult their own advisers as needed to assist them in making a decision in respect of the Tender Offer and to advise them whether they are legally permitted to tender their Preference Shares.

OFFER AND DISTRIBUTION RESTRICTIONS: Neither this announcement nor the Offer Memorandum constitutes an offer or 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 the Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession the Offer Memorandum comes are required by each of the Offeror, Bristol & West, the Dealer Managers, the Receiving Agent and the Retail Information Agent to inform themselves about and to observe any such restrictions.

Retail Investors or Institutional Investors who believe they are unable to participate in the Tender Offer due to the offer and distribution restrictions set out below are urged to contact the Retail Information Agent (in the case of Retail Investors) or the Dealer Managers (in the case of Institutional Investors) as a matter of priority.

United States: The Tender Offer is not being made and will not be made to (or for the account or benefit of) U.S. persons (as defined in Regulation S under the Securities Act) or 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 Preference Share may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States or by U.S. persons or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act"). Accordingly, copies of the 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 custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to U.S. persons. Any purported tender of Preference Shares in the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Preference Shares made by a U.S. person or by a person located in the United States or any agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal that is a U.S. person or that is giving instructions from within the United States will be invalid and will not be accepted.

As used in this document, "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.

Each Preference Shareholder participating in the Tender Offer will represent that it is not a U.S. Person, is not located in the United States and is not participating in the Tender 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 a U.S. person and is not giving an order to participate in the Tender Offer from the United States.

In addition, nothing in the Offer Memorandum or the transmission therefore constitutes or contemplates an offer of, or the offer to purchase or the solicitation of an offer to sell securities in the United States or any other jurisdiction. The Preference Shares 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 the Preference Shares 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) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws. Accordingly, the Offer Memorandum must not be distributed in or into the United States or to U.S. persons (as defined in Regulation S under the Securities Act) in any circumstances.

United Kingdom: The communication of the Offer Memorandum by the Offeror 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 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 as a financial promotion is only being made to, and may only be acted upon by, those persons in the United Kingdom falling within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Financial Promotion Order") (which includes an existing member of Bristol & West and, therefore, includes the Preference Share Holders) or within the definition of investment professionals (as defined in Article 19(5) of the Financial Promotion Order) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Ireland: The Tender Offer is not being made, directly or indirectly, to the public in Ireland and no offers of any Preference Shares under or in connection with such Tender Offer may be effected to persons in Ireland except in conformity with the provisions of Irish laws and regulations (the "Applicable Irish Laws") including: (i) the Irish Companies Act 2014; (ii) the Irish Central Bank Acts 1942 to 2023 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended); (iii) the Regulation (EU) 2017/1129 (as amended), the European Union (Prospectus) Regulations 2019 and any rules issued under Section 1363 of the Companies Act by the Central Bank of Ireland (the "Central Bank"); (iv) the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) and any codes or rules of conduct applicable thereunder, Regulation (EU) No 600/2014 and any delegated or implementing acts adopted thereunder and the provisions of the Investor Compensation Act 1998 (as amended); and (v) the Market Abuse Regulation (EU 596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) and any rules and guidelines issued under Section 1370 of the Irish Companies Act 2014 by the Central Bank.

The Tender Offer and any other documents or materials relating to the Tender Offer must not be distributed to persons in Ireland otherwise than in conformity with the provisions of the Applicable Irish Laws.

General: Neither the Offer Memorandum nor this announcement constitutes an offer to buy or the solicitation of an offer to sell Preference Shares (and tenders of Preference Shares in the Tender Offer will not be accepted from Preference Shareholders) in any circumstances in which such offer or solicitation is unlawful.

In addition to the representations referred to above in respect of the United States, the United Kingdom, and Ireland, each Shareholder participating in an Offer will also be deemed to give certain representations, acknowledgements, warranties and undertakings and make certain agreements in respect of the jurisdictions referred to above and generally as described in the Annex ("Agreements, Acknowledgements, Representations, Warranties and Undertakings of Shareholders") of the Offer Memorandum. 

Any tender of Preference Shares for purchase pursuant to the Tender Offer from a Shareholder that is unable to make these representations will not be accepted. Each of the Offeror, Bristol & West, the Issuer, the Dealer Managers, the Receiving Agent and the Retail Information Agent reserves the right, in its absolute discretion to investigate, in relation to any tender of Preference Shares for purchase pursuant to the Tender Offer, whether any such representation given by a Preference Share Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.

The Offer Memorandum contains certain forward-looking statements that reflect the Offeror's intent, beliefs or current expectations about the future and can be recognised by the use of words such as "expects," "will,", "anticipate," or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting the best judgment of the senior management of the Offeror and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation, the risk factors set forth in the Offer Memorandum. The Offeror cannot guarantee that any forward-looking statement will be realised, although they believe they have been prudent in their respective plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. The Offeror undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by applicable law.

For further information please contact:

Bank of Ireland Group

Mark Spain, Group Chief Financial Officer                                                         [phone] ext 43291

Eamonn Hughes, Chief Sustainability & Investor Relations Officer                   [phone]

Darach O'Leary, Head of Group Investor Relations                                             [phone]

Damien Garvey, Head of Group External Communications and Public Affairs  [phone]

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[1] Lines are open from 8.30 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays in England and Wales). Calls from within the UK are charged at the standard geographic rate and will vary by provider. Calls to the helpline from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice.

[2] Lines are open from 9.00 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays in England and Wales). Calls to Freephone numbers will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice.

[3] Lines are open from 9.00 a.m. to 5.30 p.m. (UK time) Monday to Friday (excluding public holidays in England and Wales). Calls to Freephone numbers will vary by provider. Calls from outside the UK will be charged at the applicable international rate. Please note that calls may be monitored for security and training purposes. The helpline cannot provide advice on the merits of the Tender Offer nor give any financial, legal or tax advice.

 

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