Tender Offer

Investec Bank PLC

10 February 2025

 

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

LAUNCH OF TENDER OFFER

Investec Bank plc announces Tender Offer for its €300,000,000 1.25 per cent. Callable Fixed Rate Resettable Senior Notes due 2026 and its €300,000,000 0.500 per cent. Callable Fixed Rate Resettable Senior Notes due 2027

10 February 2025. Investec Bank plc (the "Company") announces today invitations to holders of its €300,000,000 1.25 per cent. Callable Fixed Rate Resettable Senior Notes due 2026 (ISIN: XS2438619343) (the "2026 Notes") and its €300,000,000 0.500 per cent. Callable Fixed Rate Resettable Senior Notes due 2027 (ISIN: XS2296207116) (the "2027 Notes" and together with the 2026 Notes, the "Notes") to tender any and all of their outstanding Notes for purchase by the Company for cash (each such invitation an "Offer" and together, the "Offers").

The Offers are being made on the terms and subject to the conditions (including, without limitation, the New Financing Condition) contained in a tender offer memorandum dated 10 February 2025 (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.

For detailed terms of the Offers, please refer to the Tender Offer Memorandum, copies of which 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 meanings given to them in the Tender Offer Memorandum.

Rationale for the Offers

The Offers and the proposed issue of the New Notes (as defined below) are part of the Group's proactive management and optimisation of its debt profile. The net proceeds from the issue of the New Notes will be used for the general financing purposes of INP, including (without limitation) the downstreaming of funds to the Company in the form of an internal MREL instrument. Some or all of the downstreamed funds may be used by the Company to fund the repurchase of the Notes pursuant to the Offers.

Any Notes acquired by the Company pursuant to the Offers will be cancelled and will not be re-issued or re-sold.

Summary of the Offers

A summary of certain of the terms of the Offers appears below:

Description of the Notes	ISIN	Outstanding nominal amount	Optional Redemption Date and Resettable Note Reset Date	Maturity Date	Benchmark Rate	Purchase Spread	Purchase Price	Amount Subject to the Offer
€300,000,000 1.25 per cent. Callable Fixed Rate Resettable Senior Notes due 2026	XS2438619343	€300,000,000	11 August 2025[1]	11 August 2026	N/A	N/A	99.300 per cent.	Any and all
€300,000,000 0.500 per cent. Callable Fixed Rate Resettable Senior Notes due 2027	XS2296207116	€300,000,000	17 February 2026[2]	17 February 2027	1 Year Euro Mid-Swap Rate	+40bps	To be determined as described herein	Any and all

Details of the Offers

Purchase Price and Accrued Interest Payment

Subject to the satisfaction or waiver of the New Financing Condition (as defined below), in respect of the 2026 Notes, the Company will, on the Settlement Date, pay for the 2026 Notes validly tendered and accepted for purchase by it pursuant to the relevant Offer a cash purchase price for such 2026 Notes equal to 99.300 per cent. of the principal amount of the relevant 2026 Notes.

Subject to the satisfaction or waiver of the New Financing Condition, in respect of the 2027 Notes, the Company will, on the Settlement Date, pay for the 2027 Notes validly tendered and accepted for purchase by it pursuant to the relevant Offer a cash purchase price for such 2027 Notes equal to the 2027 Notes Purchase Price, which will be calculated by the Dealer Managers (in consultation with the Company) in the manner described in the following paragraph by reference to the Purchase Yield, which shall be the sum of the Purchase Spread and the Benchmark Rate. For the avoidance of doubt, the 2027 Notes Purchase Price shall be calculated with reference to the Optional Redemption Date of the 2027 Notes, being 17 February 2026.

The 2027 Notes Purchase Price (expressed as a percentage and rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards) will be determined by the Dealer Managers (in consultation with the Company) at the Price Determination Time in accordance with market convention and is intended to reflect a yield to the optional redemption date of the 2027 Notes (being 17 February 2026, and calculated assuming full payment of principal on such date) on the Settlement Date based on the Purchase Yield. Specifically, the 2027 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the 2027 Notes up to and including the optional redemption date of the 2027 Notes (being 17 February 2026, and assuming full payment of principal on such date), discounted to the Settlement Date at a discount rate equal to the Purchase Yield, minus (b) the relevant Accrued Interest.

The determination of the 2027 Notes Purchase Price by the Dealer Managers (in consultation with the Company) will, in the absence of manifest error, be final and binding on all parties.

In addition to the Purchase Price, the Company will also pay an Accrued Interest Payment in respect of all Notes purchased pursuant to the Offers.

New Financing Condition; No Obligation to accept Tenders

Investec plc, the parent company of the Company ("INP"), announced today its intention to issue euro-denominated Callable Fixed Rate Resettable Senior Notes due 2031 (the "New Notes"), subject to market conditions.

The Company is not under any obligation to accept any tender of Notes for purchase pursuant to the Offers. The acceptance for purchase by the Company of Notes tendered pursuant to each Offer is at the sole and absolute discretion of the Company and tenders may be rejected by the Company for any reason.

The purchase of any Notes by the Company pursuant to each Offer is also subject, without limitation, to the successful completion (in the sole determination of the Company) of the issue of the New Notes (the "New Financing Condition").

Any acceptance by the Company prior to satisfaction of the New Financing Condition of Notes tendered for purchase in the Offer shall be conditional upon satisfaction or waiver of the New Financing Condition.

The Company reserves the right at any time to waive any or all of the conditions of the Offers (including the New Financing Condition) as set out in the Tender Offer Memorandum.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in (i) the Base Prospectus dated 23 January 2025, as supplemented by the base prospectus supplement dated 30 January 2025 (together, the "Base Prospectus") prepared in connection with the £6,000,000,000 Euro Medium Term Note Programme of INP 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 Base Prospectus. Subject to compliance with all applicable securities laws and regulations, a copy of the Base Prospectus is available from the Dealer Managers, in their capacity as joint lead managers of the issue of the New Notes (the "Joint Lead Managers"), on request. Noteholders who may wish to subscribe for New Notes should carefully consider all of the information in the Base Prospectus, including (but not limited to) the risk factors therein.

The New Notes 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 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).

The New Notes are complex financial instruments and are not a suitable or appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities with features similar to the New Notes to retail investors.

The target market for the New Notes is 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 ("EUWA"). The target market for the New Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"). No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities. Furthermore, no key information document required by Regulation (EU) No 1286/2014 (the "EU 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 the UK has been (or is intended to be) prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA or the UK may be unlawful under the EU PRIIPs Regulation or the UK PRIIPs Regulation (as applicable).

Any and All Offers

If the Company decides to accept any Notes for purchase, subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date, the Company intends to accept for purchase pursuant to the Offers all Notes which have been validly tendered, with no pro rata scaling (the final aggregate principal amount of Notes accepted for purchase pursuant to the Offers being the "Final Acceptance Amount").

New Notes Priority Allocation

INP will, in connection with the allocation of the New Notes, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has - prior to pricing and allocation of the New Notes - validly tendered or indicated its firm intention to any of the Dealer Managers to tender the Notes (and the principal amount of Notes such investor has tendered or intends to tender) and has made a separate application to any of the Dealer Managers (in its capacity as a Joint Lead Manager of the New Notes) to subscribe for New Notes as detailed below. Therefore, a Noteholder that wishes to subscribe for New Notes in addition to validly tendering Notes for purchase pursuant to the Offers may, at the sole and absolute discretion of INP, receive priority in the allocation of the New Notes, subject to the terms set out in the Tender Offer Memorandum, the satisfaction or waiver of the New Financing Condition and such Noteholder also making a separate application for the purchase of such New Notes to a Dealer Manager (in its capacity as joint lead manager) in accordance with the standard new issue procedures of such Joint Lead Manager. However, INP is not obliged to allocate the New Notes to a Noteholder who has validly tendered or indicated a firm intention to tender Notes pursuant to an Offer; and if New Notes are allocated to a Noteholder, the principal amount thereof may be less (or more) than the aggregate principal amount of the Notes validly tendered by such Noteholder in the Offer and accepted for purchase by the Company. Any such priority allocation will also take into account (among other factors) the minimum denomination of the New Notes, being €100,000 and integral multiples of €1,000 in excess thereof. To contact the Dealer Managers, Noteholders should use the contact details on the last page of the Tender Offer Memorandum.

All allocations of the New Notes, while being considered by INP as set out above, will be made in accordance with customary new issue allocation processes and procedures in the sole and absolute discretion of INP. In the event that a Noteholder validly tenders Notes pursuant to an Offer, such Notes will remain subject to such tender and the conditions of the Offer as set out in this announcement and the Tender Offer Memorandum 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 Offers, and any Noteholder who wishes to subscribe for New Notes in addition to tendering their Notes for purchase pursuant to the Offers should therefore provide, as soon as practicable, to the Company or any Dealer Manager an indication of its firm intention to tender their Notes for purchase and the nominal amount of the Notes that it intends to tender pursuant to the Offers.

Indicative Offer Timetable

Events		Date and time (all times are London time)
Commencement of the Offers Announcement of the Offers and intention of INP to issue the New Notes. Tender Offer Memorandum available from the Tender Agent.		10 February 2025
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers.		4.00 p.m. on 17 February 2025
Price Determination Time Determination of (i) the Benchmark Rate, (ii) the Purchase Yield and (iii) the 2027 Notes Purchase Price.		At or around 11:00 am on 18 February 2025
Final Results Announcement Announcement by the Company of whether it will accept valid tenders of Notes pursuant to the Offers (conditional upon satisfaction or waiver of the New Financing Condition) and, if so, (i) the Final Acceptance Amount, (ii) the aggregate amount of Notes that will remain outstanding after the Settlement Date, (iii) the Settlement Date and (iv) in respect of the 2027 Notes (A) the Benchmark Rate, (B) the Purchase Yield and (C) the 2027 Notes Purchase Price.		As soon as reasonably practicable following the Price Determination Time
Settlement Date Subject to satisfaction or waiver of the New Financing Condition, payment of the Purchase Price and Accrued Interest Payment for any Notes accepted for purchase and settlement of such purchases.		Expected to be 20 February 2025

The above dates and times are subject, where applicable, to the right of the Company to extend, re-open, amend, waive any condition of and/or terminate the Offers. Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes whether such intermediary would require to receive instructions to participate in the Offers before the deadlines specified above. The deadlines set by each Clearing System and instructions for the submission of Tender Instructions will also be earlier than the relevant deadlines above.

Unless stated otherwise, announcements relating to the Offers will be made: (i) by the delivery of notices to the Clearing Systems for communication to Direct Participants; and (ii) via RIS. Such announcements may also be made by the issue of a press release to a Notifying News Service and may also be found on the relevant Informa Global Markets "IGM Screen Insider" service and on the Offer Website. Copies of all announcements, notices and press releases can also be obtained from the Tender Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the 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.

Banco Santander, S.A., HSBC Bank plc and Merrill Lynch International are acting as Dealer Managers for the Offers and Kroll Issuer Services Limited is acting as Tender Agent.

Questions and requests for assistance in connection with the Offers may be directed to the Dealer Managers.

	Dealer Managers
Banco Santander, S.A. Ciudad Grupo Santander Edificio Encinar Avenida de Cantabria s/n 28660, Boadilla del Monte Madrid, Spain Email: [e-mail]   Attention: Liability Management		HSBC Bank plc 8 Canada Square London E14 5HQ Telephone: [phone] Email: [e-mail] Attention: Liability Management, DCM
Merrill Lynch International 2 King Edward Street London EC1A 1HQ Telephone: [phone] Email: [e-mail] Attention: Liability Management Group
Questions and requests for assistance in connection with the procedures for participating in the Offers, including the delivery of Tender Instructions, may be directed to the Tender Agent.
The Tender Agent Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG Attention: Owen Morris / Scott Boswell Telephone: [phone] Email: [e-mail] Website: https://deals.is.kroll.com/investec

This announcement is released by Investec Bank plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of Regulation (EU) 596/2014 ("MAR"), as it forms part of domestic law of the United Kingdom by virtue of the EUWA ("UK MAR"), encompassing information relating to the Offers described above. For the purposes of UK MAR and Article 2 of the binding technical standards published by the FCA in relation to MAR as regards Commission Implementing Regulation (EU) 2016/1055, this announcement is made by David Miller, Company Secretary at Investec Bank plc.

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 this announcement and/or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial, regulatory and legal advice, including in respect of any tax consequences, immediately from its broker, bank manager, solicitor, accountant or other independent financial, regulatory, 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. The Dealer Managers are acting exclusively for the Company and no one else in connection with the arrangements described in this announcement and the Tender Offer Memorandum and will not be responsible to any Noteholder for providing the protections which would be afforded to customers of the Dealer Managers or for advising any other person in connection with the Offers. None of the Company, the Dealer Managers or the Tender Agent has made or will make any assessment of the merits and risks of the Offers or of the impact of the Offers on the interests of the Noteholders either as a class or as individuals, and none of them makes any recommendation as to whether Noteholders should tender Notes pursuant to the Offers. None of the Company, the Dealer Managers or the Tender Agent (or any of their respective directors, employees or affiliates) is providing Noteholders with any legal, business, tax or other advice in this announcement and/or the Tender Offer Memorandum. Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to tender Notes for cash.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or to participate in the Offers under applicable securities laws. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum 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. Neither 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 Offers will not be accepted from Noteholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be made by a licensed broker or dealer and either Dealer Manager or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Nothing in this announcement nor the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction.

United States

The Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. 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, or by any person acting for the account or benefit of, a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted. The 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, in the United States or to, or for the account or benefit of, U.S. persons.

Each Noteholder participating in the Offers will represent that it is not located in the United States and is not participating in the Offers 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 the Offers from the United States. 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 Offers in respect of the Notes 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, as amended. 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, and are only for circulation to persons outside the United Kingdom or to persons within 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 "Order")), or within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom they may lawfully be communicated in accordance with the Order.

France

The Offers are not being made, directly or indirectly, in the Republic of France ("France") other than to qualified investors (investisseurs qualifiés) as referred to in Article L.411-2 1° of the French Code monétaire et financier and defined in Article 2(e) of Regulation (EU) 2017/1129 (as amended). None of this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Offers. This announcement, the Tender Offer Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers 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 Offers are 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 (the "Issuers' Regulation"). The Offers are also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.

A Noteholder 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 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 all applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Offers.

Eligibility and availability of the New Notes

MiFID II PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - Solely for the purposes of the 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 New Notes is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the New Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

UK MIFIR PRODUCT GOVERNANCE / PROFESSIONAL INVESTORS AND ECPs ONLY TARGET MARKET - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the New Notes described in the Tender Offer Memorandum has led to the conclusion that: (i) the target market for the New Notes is only eligible counterparties, as defined in COBS, and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law of the United Kingdom by virtue of the EUWA ("UK MiFIR"); and (ii) all channels for distribution of the New Notes to such eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers' 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 New Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - 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 ("EEA"). For these purposes, a retail investor 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; or (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. Consequently no key information document required by Regulation (EU) No 1286/2014 (the "EU PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - 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 United Kingdom ("UK"). For these purposes, a retail investor 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 of the United Kingdom by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the Financial Services and Markets Act 2000 (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. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the New Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

LEI: 84S0VF8TSMH0T6D4K848

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[1]    On 11 August 2025, the interest rate of the 2026 Notes will reset and the 2026 Notes will bear interest at a rate which is the aggregate of the applicable mid-swap rate and a margin of +1.10 per cent. per annum.

[2]    On 17 February 2026, the interest rate will reset and the 2027 Notes will bear interest at a rate which is the aggregate of the applicable mid-swap rate and a margin of +0.950 per cent. per annum. For the avoidance of doubt, the Purchase Price for the 2027 Notes shall be calculated by reference to the relevant Optional Redemption Date.

 

END