Issue of Debt

RNS Number : 6378A

Jet2 PLC

02 June 2021

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION

THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION

02  June 2021

  Jet2 plc 

 NEW FINANCING ARRANGEMENTS & CONVERTIBLE BOND OFFERING

Jet2 plc (" Jet2 ", the "Group" or the "Company") today announces the signing of a new £150 million term loan and is launching an offering (the "Offering") of approximately 375 million of guaranteed senior unsecured unrated convertible bonds due 2026 (the "Convertible Bonds").

Update on current trading, outlook and new financing arrangements

Having taken decisive action over the past year, by raising close to £1.0 billion in liquidity from a diversified range of funding sources to mitigate the impacts of the Covid-19 pandemic (including £200 million from the Bank of England's Covid Corporate Financing Facility), our liquidity position is strong, with the Group's cash position as at 31 March 2021 comprising unaudited Total Cash of £1,379 million and "Own Cash" (excluding advance customer deposits) of £1,062 million (2020: £520 million), an increase of 104% on the prior year end.   This is ahead of the scenarios outlined at the time of the recent placing in early February 2021.

As announced in April, the Company intends to recommence its flying operations on 24 June 2021. Unsurprisingly, current customer booking trends for Summer 2021 reflect the availability of truly accessible, UK Government approved destinations. However, given the continued short-term uncertainty, we remain encouraged by the volume of customer bookings to date for both Winter 2021/22 and for Summer 2022, for which package holiday bookings are displaying a materially higher mix of the total. Based on this limited visibility, we are confident that once normality returns, our Customers will be determined to enjoy the wonderful experience of a well-deserved Jet2 holiday and that Jet2.com and Jet2holidays will continue to have a thriving future, taking millions of UK holidaymakers annually, to the Mediterranean, the Canary Islands and to European Leisure Cities.

The Offering aims to complement Jet2's existing capital structure and takes advantage of the current financing environment through the issuance of the Convertible Bonds. The proceeds of the issuance of the Convertible Bonds will be used to strengthen Jet2's balance sheet further and position the Company for a strong recovery as lockdown restrictions are lifted, through fleet growth and fleet renewal opportunities. In addition to the Convertible Bonds and the Company's existing revolving credit facility, Jet2 has also signed a new unsecured £150 million term loan maturing in September 2023 (the "Term Loan") as further liquidity to enhance balance sheet capability and flexibility. These transactions together, further improve the ability for Jet2.com and Jet2holidays to capitalise on any upturn opportunities, benefiting all stakeholders, including shareholders.

The Ordinary Shares underlying the Convertible Bonds represent approximately 9.99% of the Company's existing ordinary share capital immediately prior to the Offering and as a result, the Board has consulted with the Company's major shareholders, ahead of the release of this announcement, who have endorsed this strategy.

Offering of the Convertible Bonds

The Convertible Bonds will be issued by Jet2 and will be initially guaranteed by Jet2.com Limited and Jet2holidays Limited(the "Initial Guarantor(s)"). The terms and conditions of the Convertible Bonds (the "Conditions") will provide for the provision of guarantees by other subsidiaries of Jet2 and the release of existing guarantors (including the Initial Guarantors) in certain circumstances.

The Convertible Bonds will be issued in principal amounts of 100,000 each and are expected to carry a coupon of between 1.375% and 1.875% per annum payable semi-annually in arrear in equal instalments on 10 June and 10 December in each year, with the first interest payment date being 10 December 2021 (the "First Interest Payment Date"). The Convertible Bonds will be convertible into new and/or existing ordinary shares of the Company (the "Ordinary Shares"). The initial conversion price is expected to be set at a premium between 35% and 40% above the reference share price which will be equal to the placement price of an Ordinary Share in the Concurrent Delta Placement (as defined and further described below). The conversion price will be subject to adjustment in certain circumstances in line with market practice. The Term Loan described above is conditional on the issuance of the Convertible Bonds.

Settlement and delivery of the Convertible Bonds is expected to take place on or about 10 June 2021 (the "Closing Date"). If not previously converted, redeemed or purchased and cancelled, the Convertible Bonds will be redeemed at par on the maturity date, currently expected to be on or around 10 June 2026. The Company will have the option to redeem all, but not some only, of the outstanding Convertible Bonds (A) on or after the day falling 3 years and 21 days after the Closing Date, at par plus accrued interest, if the value of the Ordinary Shares underlying 100,000 in principal amount of the Convertible Bonds exceeds 130,000 on each of at least 20 dealing days in a period of 30 consecutive dealing days ending not more than 5 London business days prior to the giving of the relevant redemption notice by the Company; or (B) at any time if 15% or less of the aggregate principal amount of the Convertible Bonds remain outstanding.

The Joint Global Coordinators (as defined below) and Canaccord Genuity Limited ("Canaccord Genuity") intend to organise a simultaneous placement of existing Ordinary Shares (the "Concurrent Delta Placement") on behalf of certain subscribers of the Convertible Bonds who wish to sell those Ordinary Shares in short sales to purchasers procured by the Joint Global Coordinators and Canaccord Genuity in order to hedge the market risk to which the subscribers are exposed with respect to the Convertible Bonds that they acquire in the Offering. The placement price for the short sales in the Concurrent Delta Placement shall be determined via an accelerated bookbuilding process that will be carried out by the Joint Global Coordinators and Canaccord Genuity. The Company and the Initial Guarantors will not receive any proceeds from any sale of Ordinary Shares in connection with the Concurrent Delta Placement.

The final terms of the Convertible Bonds are expected to be announced tomorrow (03 June 2021).

Application is intended to be made for the Convertible Bonds to be admitted to trading on the unregulated open market (Freiverkehr) of the Frankfurt Stock Exchange after the Closing Date but prior to the First Interest Payment Date.

The Company, on behalf of itself and its subsidiaries, will agree to a customary lock-up, ending on the date falling 90 days after the Closing Date, subject to customary exceptions and to waiver by the Joint Global Coordinators.

Barclays, HSBC and Jefferies are acting as Joint Global Coordinators and Joint Bookrunners for the Offering. Canaccord Genuity and Lloyds Bank Corporate Markets are acting as Co-Lead Managers for the Offering. Canaccord Genuity is also acting as Joint Bookrunner for the Concurrent Delta Placement.

N.M. Rothschild & Sons Limited ("Rothschild & Co") is acting as financial adviser to the Company. 

For further information please contact:

Jet2 plc

Philip Meeson, Executive Chairman

Gary Brown, Group Chief Financial Officer

[phone]

Jefferies (Joint Global Coordinator, Joint Bookrunner and Joint Broker)

Ed Matthews / Dominik Gansloser / Oliver Berwin

[phone]

Barclays (Joint Global Coordinator and Joint Bookrunner)

Omar Alghanim / Chris Brooks / Jon Bone

[phone]

HSBC (Joint Global Coordinator and Joint Bookrunner)

Ilyas Amlani / Joe Weaving / Robert Baker

[phone]

Canaccord (Co-Lead Manager in respect of the Offering and Joint Bookrunner in respect of the Concurrent Delta Placement and Joint Broker)

Adam James / Sam Lucas / Bobbie Hilliam

[phone]

Lloyds Bank Corporate Markets (Co-Lead Manager)

Nicole Bezzant / Glenn Forbes

[phone]

Rothschild & Co (Financial Adviser)

Peter Nicklin

Colm Burns

[phone]

Cenkos Securities plc (Nominated Adviser)

Katy Birkin

Russell Cook

[phone]

Buchanan - Financial PR

Richard Oldworth

[phone]

This Announcement should be read in its entirety. In particular, you should read and understand the information provided in the "Important Notices" section of this Announcement.

IMPORTANT NOTICES

THIS ANNOUNCEMENT DOES NOT COMPRISE A PROSPECTUS OR LISTING PARTICULARS FOR THE PURPOSES OF THE  PROSPECTUS REGULATION   (AS DEFINED BELOW) OR PART VI OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED ("FSMA") OF THE UNITED KINGDOM OR OTHERWISE AND NO SUCH PROSPECTUS OR LISTING PARTICULARS IS REQUIRED TO BE, OR WILL BE, PREPARED IN CONNECTION WITH THE CONVERTIBLE BONDS OR THE ORDINARY SHARES OF THE COMPANY (TOGETHER, THE "SECURITIES"). THE DEFINITIVE TERMS OF THE CONVERTIBLE BONDS WILL BE DESCRIBED IN THE FINAL VERSION OF THE TERMS AND CONDITIONS OF THE CONVERTIBLE BONDS.

NO ACTION HAS BEEN TAKEN BY THE COMPANY, THE INITIAL GUARANTORS, ANY OF BARCLAYS BANK PLC, HSBC BANK PLC AND JEFFERIES INTERNATIONAL LIMITED (THE "JOINT BOOKRUNNERS"), CANACCORD GENUITY LIMITED AND LLOYDS BANK CORPORATE MARKETS (THE "CO-LEAD MANAGERS") OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY PERSON ACTING ON ITS OR THEIR BEHALF THAT WOULD PERMIT AN OFFERING OF THE SECURITIES OR POSSESSION OR DISTRIBUTION OF THIS  ANNOUNCEMENT  OR ANY OFFERING OR PUBLICITY MATERIAL RELATING TO THE SECURITIES IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS  ANNOUNCEMENT  COMES ARE REQUIRED BY THE COMPANY, THE INITIAL GUARANTORS, THE JOINT BOOKRUNNERS AND THE CO-LEAD MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT IS NOT AN OFFER OF ANY SECURITIES. ANY OFFER OF THE SECURITIES WILL BE DIRECTED EXCLUSIVELY AT MARKET PROFESSIONALS AND INSTITUTIONAL INVESTORS, BEING "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT TO BE RELIED UPON IN SUBSTITUTION FOR THE EXERCISE OF INDEPENDENT JUDGEMENT. IT IS NOT INTENDED AS INVESTMENT ADVICE AND UNDER NO CIRCUMSTANCES IS IT TO BE USED OR CONSIDERED AS AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY NOR IS IT A RECOMMENDATION TO BUY OR SELL ANY SECURITY.

ANY DECISION TO PURCHASE ANY SECURITIES SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW BY A PROSPECTIVE INVESTOR OF THE COMPANY AND ITS GROUP'S (THE "GROUP") PUBLICLY AVAILABLE INFORMATION. NEITHER THE JOINT BOOKRUNNERS AND THE CO-LEAD MANAGERS, ROTHSCHILD & CO NOR ANY OF THEIR RESPECTIVE AFFILIATES ACCEPT ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS  ANNOUNCEMENT  OR THE GROUP'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS  ANNOUNCEMENT  IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE CLOSING DATE.

THIS  ANNOUNCEMENT  IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION, DISTRIBUTION OR FORWARDING, DIRECTLY OR INDIRECTLY IN WHOLE OR IN PART IN OR INTO THE UNITED STATES ITS TERRITORIES OR ITS POSSESSIONS (COLLECTIVELY, THE "UNITED STATES") AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER TO SELL OR ISSUE OR THE SOLICITATION OF ANY OFFER TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE, ANY SECURITIES, NOR SHALL THERE BE ANY OFFER OF SECURITIES IN ANY JURISDICTION IN WHICH SUCH OFFER OR SALE WOULD BE UNLAWFUL.

THE SECURITIES MENTIONED IN THIS ANNOUNCEMENT AND THE GUARANTEE IN RESPECT OF THE CONVERTIBLE BONDS HAVE NOT BEEN AND WILL NOT BE REGISTERED IN THE UNITED STATES UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES, ABSENT REGISTRATION OR EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT. THE CONVERTIBLE BONDS ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES IN "OFFSHORE TRANSACTIONS" PURSUANT TO REGULATION S UNDER THE U.S. SECURITIES ACT. THERE HAS NOT BEEN AND WILL BE NO PUBLIC OFFER OF THE SECURITIES IN THE UNITED STATES OR IN ANY OTHER JURISDICTION.

COPIES OF THIS ANNOUNCEMENT ARE NOT BEING, AND MUST NOT BE, MAILED, OR OTHERWISE FORWARDED, DISTRIBUTED OR SENT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL, OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS, AND PERSONS ACCESSING THIS ANNOUNCEMENT (INCLUDING CUSTODIANS, NOMINEES AND TRUSTEES) MUST NOT MAIL OR OTHERWISE FORWARD, DISTRIBUTE OR SEND IT IN, INTO OR FROM THE UNITED STATES OR ANY OTHER JURISDICTION IN WHICH SUCH MAILING WOULD BE ILLEGAL OR TO PUBLICATIONS WITH A GENERAL CIRCULATION IN THOSE JURISDICTIONS.

EACH PERSON WHO PROPOSES TO INVEST IN THE SECURITIES SHOULD CONSULT HIS/HER PROFESSIONAL ADVISERS TO ASCERTAIN THE SUITABILITY OF THE SECURITIES AS AN INVESTMENT.

IN CONNECTION WITH THE OFFERING OF THE CONVERTIBLE BONDS AND THE CONCURRENT ACCELERATED BOOKBUILDING, THE JOINT BOOKRUNNERS AND THE CO-LEAD MANAGERS AND ANY OF THEIR RESPECTIVE AFFILIATES ACTING AS AN INVESTOR FOR ITS OWN ACCOUNT MAY TAKE UP OR DISPOSE OF THE SECURITIES AND IN THAT CAPACITY MAY RETAIN, PURCHASE OR SELL FOR ITS OWN ACCOUNT THE SECURITIES OR ANY OTHER SECURITIES OF THE COMPANY OR RELATED INVESTMENTS, AND MAY OFFER OR SELL THE SECURITIES OR OTHER INVESTMENTS OTHERWISE THAN IN CONNECTION WITH THE TRANSACTIONS DESCRIBED IN THIS ANNOUNCEMENT. THE JOINT BOOKRUNNERS AND THE CO-LEAD MANAGERS DO NOT INTEND TO DISCLOSE THE EXTENT OF ANY SUCH INVESTMENT OR TRANSACTIONS OTHERWISE THAN IN ACCORDANCE WITH ANY LEGAL OR REGULATORY OBLIGATION TO DO SO. IN ADDITION, EACH OF THE JOINT BOOKRUNNERS AND THE CO-LEAD MANAGERS AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES MAY PERFORM SERVICES FOR, OR SOLICIT BUSINESS FROM, THE COMPANY AND OTHER MEMBERS OF THE GROUP, MAY MAKE MARKETS IN THE SECURITIES OF SUCH PERSONS AND/OR HAVE A POSITION OR EFFECT TRANSACTIONS IN SUCH SECURITIES (INCLUDING WITHOUT LIMITATION ASSET SWAPS OR DERIVATIVE TRANSACTIONS RELATING TO SUCH SECURITIES).

ANY PROSPECTIVE INVESTOR IN THE SECURITIES REFERRED TO IN THIS ANNOUNCEMENT SHOULD PROCEED ON THE ASSUMPTION THAT IT MUST BEAR THE ECONOMIC RISK OF AN INVESTMENT IN THE SECURITIES. NONE OF THE COMPANY, THE INITIAL GUARANTORS, ROTHSCHILD & CO OR THE JOINT BOOKRUNNERS AND THE CO-LEAD MANAGERS MAKE ANY REPRESENTATION AS TO (I) THE SUITABILITY OF THE SECURITIES FOR ANY PARTICULAR INVESTOR, (II) THE APPROPRIATE ACCOUNTING TREATMENT AND POTENTIAL TAX CONSEQUENCES OF INVESTING IN THE SECURITIES OR (III) THE FUTURE PERFORMANCE OF THE SECURITIES EITHER IN ABSOLUTE TERMS OR RELATIVE TO COMPETING INVESTMENTS.

THE JOINT BOOKRUNNERS AND THE CO-LEAD MANAGERS ARE ACTING ON BEHALF OF THE COMPANY AND THE INITIAL GUARANTORS AND NO ONE ELSE IN CONNECTION WITH THE CONVERTIBLE BONDS AND THE CONCURRENT ACCELERATED BOOKBUILDING AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT BOOKRUNNERS AND THE CO-LEAD MANAGERS OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.

ROTHSCHILD & CO IS ACTING ON BEHALF OF THE COMPANY AND NO ONE ELSE IN CONNECTION WITH THE CONVERTIBLE BONDS AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF ROTHSCHILD & CO OR FOR PROVIDING ADVICE IN RELATION TO THE SECURITIES.

POTENTIAL INVESTORS WHO ARE IN ANY DOUBT ABOUT THE CONTENTS OF THIS ANNOUNCEMENT SHOULD CONSULT THEIR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER FINANCIAL ADVISER. IT SHOULD BE REMEMBERED THAT THE PRICE OF SECURITIES AND THE INCOME FROM THEM CAN GO DOWN AS WELL AS UP.

UK AND EEA SELLING RESTRICTIONS AND DEEMED INVESTOR REPRESENTATIONS.

THE OFFERING OF ANY SECURITIES IF AND WHEN MADE WILL BE ADDRESSED ONLY TO, AND DIRECTED ONLY IN, MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (THE "EEA") (EACH, A "MEMBER STATE") AND THE UNITED KINGDOM, AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS"). EACH PERSON IN A MEMBER STATE OR IN THE UNITED KINGDOM WHO INITIALLY ACQUIRES ANY CONVERTIBLE BONDS OR TO WHOM ANY OFFER OF SECURITIES MAY BE MADE AND, TO THE EXTENT APPLICABLE, ANY FUNDS ON BEHALF OF WHICH SUCH PERSON IS ACQUIRING THE CONVERTIBLE BONDS THAT ARE LOCATED IN A MEMBER STATE OR IN THE UNITED KINGDOM WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A QUALIFIED INVESTOR. IN THIS ANNOUNCEMENT, THE EXPRESSION "PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129       AND REGULATION (EU) 2017/1129 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("EUWA").

SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; (C) LOCAL IMPLEMENTING MEASURES       IN THE EEA; (D) REGULATION (EU) NO 600/2014 AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUWA ("UK MIFIR"); AND (E) THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK   (TOGETHER, THE "PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE CONVERTIBLE BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS, WHICH HAS DETERMINED THAT: (I) THE TARGET MARKET FOR THE CONVERTIBLE BONDS IS (A) IN THE EEA, ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II       AND (B) IN THE UNITED KINGDOM, ELIGIBLE COUNTERPARTIES (AS DEFINED IN THE FCA HANDBOOK CONDUCT OF BUSINESS SOURCEBOOK) AND PROFESSIONAL CLIENTS (AS DEFINED IN UK MIFIR)   ; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE CONVERTIBLE BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE CONVERTIBLE BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II OR THE FCA HANDBOOK PRODUCT INTERVENTION AND PRODUCT GOVERNANCE SOURCEBOOK IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE CONVERTIBLE BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.

THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE CONVERTIBLE BONDS.

FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II OR UK MIFIR; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE CONVERTIBLE BONDS.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS  - THE CONVERTIBLE BONDS 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 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 (AS AMENDED, THE "PRIIPS REGULATION") FOR OFFERING OR SELLING THE CONVERTIBLE BONDS, OR OTHERWISE MAKING THEM AVAILABLE, TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE CONVERTIBLE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.

PROHIBITION OF SALES TO UK RETAIL INVESTORS   - THE CONVERTIBLE BONDS 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 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 BY VIRTUE OF THE EUWA; OR (II) A CUSTOMER WITHIN THE MEANING OF THE PROVISIONS OF 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. 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 CONVERTIBLE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE UK HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING   THE CONVERTIBLE BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE UK MAY BE UNLAWFUL UNDER THE UK PRIIPS REGULATION.

IN ADDITION, IN THE UNITED KINGDOM ANY MATERIALS RELATING TO ANY OFFER OF THE SECURITIES WILL BE DISTRIBUTED ONLY TO, AND DIRECTED ONLY AT, QUALIFIED INVESTORS (I) WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") AND QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER, AND (II) TO WHOM SUCH MATERIALS MAY OTHERWISE LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). ANY SUCH MATERIALS MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY PERSONS WHO ARE NOT RELEVANT PERSONS, AND (II) IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA.

CANADA -  THE CONVERTIBLE BONDS MAY BE SOLD ONLY TO PURCHASERS IN THE PROVINCES OF CANADA PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS, EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS.  ANY RESALE OF THE CONVERTIBLE BONDS OR ORDINARY SHARES ISSUED ON CONVERSION OF THE CONVERTIBLE BONDS MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE SECURITIES LAWS.

 

END

 

 

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