Launch Announcement

Places for People Treasury PLC

27 November 2023

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN 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 OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT. 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 AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

27 November 2023

Places for People Homes Limited and Places for People Treasury plc launch cash tender offers and
Places for People Treasury plc announces intention to issue new bonds

Places for People Homes Limited (PfP Homes) announces that it is inviting holders of its outstanding £380,000,000 5.09 per cent. Secured Bonds due 2043 (with an expected maturity of 2024) (ISIN: XS0171888109) (the 2024 Bonds) and Places for People Treasury plc (PfP Treasury) announces that it is inviting holders of its outstanding £400,000,000 2.875 per cent. Guaranteed Notes due 2026 (ISIN: XS1475716822) (the 2026 Bonds and, together with the 2024 Bonds, the Bonds) to tender their Bonds for purchase by PfP Homes or PfP Treasury, as the case may be, for cash subject to the New Issue Condition (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 27 November 2023 (the Tender Offer Memorandum) prepared by PfP Homes and PfP Treasury in connection with the Offers, and are subject to the offer and distribution restrictions set out below and as more fully described in the Tender Offer Memorandum. Bondholders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Offers.

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

A summary of certain terms of the Offers appear below:

Description of Bonds	ISIN / Common Code	Issuer	Outstanding Nominal Amount*	Benchmark Security	Purchase Spread	Purchase Price**	Amount subject to the relevant Offer
2024 Bonds	XS0171888109 / 017188810	PfP Homes	£224,509,000	2.75 per cent. UK Treasury Gilt due 7 September 2024 (ISIN: GB00BHBFH458)	0 bps	Determined as set out in the Tender Offer Memorandum, subject to a minimum Purchase Price of 100 per cent. of the nominal amount of the relevant 2024 Bonds	Any and all
2026 Bonds	XS1475716822 / 147571682	PfP Treasury	£400,000,000	1.50 per cent. UK Treasury Gilt due 22 July 2026 (ISIN: GB00BYZW3G56)	100 bps	Determined as set out in the Tender Offer Memorandum	Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount of up to £150,000,000
____ *               Amount outstanding as of 27 November 2023. **             Excludes accrued and unpaid interest which will also be paid.

Rationale for the Offers

2024 Bonds

When the 2024 Bonds were originally issued, PfP Homes was used by the Places for People group of companies (the Group) as the finance vehicle for both bank and capital markets debt for the whole Group. It raised this debt mainly on a secured basis.

Since the 2024 Bonds were issued, PfP Homes' treasury and finance strategy (the Strategy) has been refined so that the Group now borrows on an unsecured basis through its treasury vehicle PfP Treasury.

Although the final maturity date for the 2024 Bonds is in 2043 at the time of issuance PfP Homes covenanted to exercise its option to redeem the 2024 Bonds on the interest payment date falling on 31 July 2024 (the Scheduled Redemption Date).

The Offer in respect of the 2024 Bonds provides Bondholders with an opportunity to sell their 2024 Bonds ahead of the Scheduled Redemption Date and to receive, at the sole and absolute discretion of PfP Treasury, priority in the allocation of the New Bonds (as defined below), subject to the issue of the New Bonds and such Bondholder making a separate application for the purchase of such New Bonds to a Dealer Manager, as further described in the Tender Offer Memorandum.

2026 Bonds

PfP Treasury is making the Offer in respect of the 2026 Bonds in order to provide liquidity to the holders of the 2026 Bonds while optimising its funding and liquidity position by proactively managing and extending PfP Treasury's debt portfolio. The Offer in respect of the 2026 Bonds also provides Bondholders with an opportunity to sell their 2026 Bonds ahead of their maturity date (being 17 August 2026) and to receive, at the sole and absolute discretion of PfP Treasury, priority in the allocation of the New Bonds, subject to the issue of the New Bonds and such Bondholder making a separate application for the purchase of such New Bonds to a Dealer Manager, as further described in the Tender Offer Memorandum.

Any and All Offer in respect of the 2024 Bonds

If PfP Homes decides to accept valid tenders of any 2024 Bonds for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) pursuant to the relevant Offer, it will accept for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) all of the 2024 Bonds that are validly tendered in full, with no pro rata scaling (the final aggregate nominal amount accepted for purchase pursuant to such Offer being the 2024 Bonds Final Acceptance Amount).

Capped Offer in respect of the 2026 Bonds

If PfP Treasury decides to accept valid tenders of 2026 Bonds for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) pursuant to the relevant Offer, PfP Treasury proposes that the aggregate nominal amount of such 2026 Bonds it will accept for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) pursuant to the relevant Offer will be an aggregate nominal amount of up to £150,000,000, although PfP Treasury reserves the right, in its sole discretion, to accept significantly more than or significantly less than such amount, or to accept none of such 2026 Bonds, for purchase pursuant to the relevant Offer (the final aggregate nominal amount accepted for purchase pursuant to such Offer being the 2026 Bonds Final Acceptance Amount).

If PfP Treasury decides to accept for purchase (subject to the satisfaction (or waiver) of the New Financing Condition) valid tenders of 2026 Bonds pursuant to the relevant Offer and the aggregate nominal amount of 2026 Bonds validly tendered pursuant to the relevant Offer is greater than the 2026 Bonds Final Acceptance Amount, PfP Treasury intends to accept (subject to the satisfaction (or waiver) of the New Financing Condition) such 2026 Bonds for purchase on a pro rata basis, as further described in the Tender Offer Memorandum.

Purchase Prices and Accrued Interest Payments

In respect of each Series, PfP Homes or PfP Treasury, as applicable, will on the Settlement Date pay for Bonds of such Series validly tendered and accepted by it for purchase pursuant to the relevant Offer, a cash purchase price (in respect of each Series, a Purchase Price) to be determined at or around 11.00 a.m. (London time) on 6 December 2023 (the Pricing Time) in the manner described in the Tender Offer Memorandum by reference to the sum (annualised in the case of the 2026 Bonds) (in respect of each Series, the Purchase Yield) of:

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

(ii)        the relevant Benchmark Security Rate,

and as further set out below in relation to the 2024 Bonds.

Each Purchase Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the relevant Bonds accepted for purchase pursuant to the relevant Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards), and is intended to reflect a yield to (i) in the case of the 2024 Bonds, the Scheduled Redemption Date or (ii) in the case of the 2026 Bonds, maturity of the 2026 Bonds, in each case on the Settlement Date based on the relevant Purchase Yield. Specifically, the Purchase Price applicable to the Bonds of a particular Series will equal (a) the value of all remaining payments of principal and interest on the relevant Series up to and including (i) in the case of the 2024 Bonds, the Scheduled Redemption Date or (ii) in the case of the 2026 Bonds, the scheduled maturity date, discounted to the Settlement Date at a discount rate equal to the relevant Purchase Yield, minus (b) Accrued Interest for such Series. 

In the case of the 2024 Bonds, the relevant Purchase Price will be equal to the greater of (i) the price calculated from the relevant Purchase Yield as described above and (ii) 100 per cent. 

PfP Homes or PfP Treasury, as applicable, will also pay an Accrued Interest Payment in respect of Bonds validly tendered and accepted for purchase by it pursuant to the relevant Offer(s).

New Bonds Offering and New Financing Condition

PfP Treasury announced today its intention to issue sterling-denominated fixed-rate Bonds (the New Bonds), jointly and severally guaranteed by PfP Homes, Places for People Living+ Limited and Castle Rock Edinvar Housing Association Limited (together, the Treasury Guarantors), under the £3,000,000,000 Euro Medium Term Note Programme of PfP Homes and PfP Treasury.

Whether PfP Homes or PfP Treasury will purchase any Bonds validly tendered pursuant to the relevant Offer is subject, without limitation, to the successful completion (in the sole determination of PfP Homes or PfP Treasury, as the case may be) of the issue of the New Bonds (the New Financing Condition), or the waiver of such condition.

Even if the New Financing Condition is satisfied (or waived), neither PfP Homes nor PfP Treasury is under any obligation to accept for purchase any Bonds validly tendered pursuant to the relevant Offer. The acceptance for purchase by PfP Homes or PfP Treasury of Bonds of the relevant Series validly tendered pursuant to the relevant Offer is at the sole and absolute discretion of PfP Homes or PfP Treasury, as applicable, and tenders may be rejected by PfP Homes or PfP Treasury, as applicable, for any reason.

Allocation of the New Bonds

When considering allocation of the New Bonds, PfP Homes and PfP Treasury may give preference to those Bondholders that, prior to such allocation, have given a firm intention to any Dealer Manager that they intend to tender their Bonds for purchase pursuant to the relevant Offer. Therefore, a Bondholder that wishes to subscribe for New Bonds in addition to tendering its existing Bonds for purchase pursuant to the relevant Offer may be eligible to receive, at the sole and absolute discretion of PfP Homes and PfP Treasury, priority in the allocation of the New Bonds, subject to the issue of the New Bonds and such Bondholder making a separate application for the purchase of such New Bonds to a Dealer Manager (in its capacity as a joint lead manager of the issue of the New Bonds) in accordance with the standard new issue procedures of such Dealer Manager. Any such preference will, subject to the sole and absolute discretion of PfP Homes and PfP Treasury, be applicable up to the aggregate nominal amount of Bonds tendered by such Bondholder (or in respect of which such Bondholder has indicated a firm intention to tender as described above) pursuant to the relevant Offer. However, PfP Homes and PfP Treasury are not obliged to allocate any New Bonds to a Bondholder that has validly tendered or indicated a firm intention to tender its Bonds for purchase pursuant to the relevant Offer and, if any such New Bonds are allocated, the nominal amount thereof may be less or more than the nominal amount of Bonds tendered by such Bondholder and accepted for purchase by the PfP Homes or PfP Treasury pursuant to the relevant Offer. Any such allocation will also, among other factors, take into account the minimum denomination of the New Bonds (being £100,000).

All allocations of the New Bonds, while being considered by PfP Homes and PfP Treasury as set out above, will be made in accordance with customary new issue allocation processes and procedures in the sole and absolute discretion of PfP Homes and PfP Treasury. In the event that a Bondholder validly tenders Bonds pursuant to the relevant Offer, such Bonds will remain subject to such tender and the conditions of the relevant Offer as set out in the Tender Offer Memorandum irrespective of whether that Bondholder receives all, part or none of any allocation of New Bonds for which it has applied.

General

In order to participate in, and be eligible to receive the relevant Purchase Price and Accrued Interest Payment pursuant to, an Offer, Bondholders must validly tender their Bonds for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by 4.00 p.m. (London time) on 5 December 2023, unless extended, re-opened, amended and/or terminated as provided in the Tender Offer Memorandum (the Expiration Deadline).

A separate Tender Instruction must be completed in respect of each Series and (in the case of the 2026 Bonds) on behalf of each beneficial owner.

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 Bonds of the relevant Series of no less than the minimum denomination for such Series, as set out in the Tender Offer Memorandum, and may thereafter be submitted in integral multiples of the relevant permitted amount set out in the Tender Offer Memorandum.

Subject to applicable law and as provided in the Tender Offer Memorandum, each of PfP Homes and PfP Treasury, as applicable, may, in its sole discretion, extend, re-open, amend or terminate the relevant Offer.

The anticipated transaction timetable is summarised below:

Events	Times and Dates
Commencement of the Offers Offers announced. Tender Offer Memorandum available from the Tender Agent, and notice of the Offers delivered to the Clearing Systems for communication to Direct Participants.	27 November 2023
Expiration Deadline Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Bondholders to be able to participate in the Offers.	4.00 p.m. (London time) on 5 December 2023
Announcement of Indicative Results Announcement by PfP Homes and PfP Treasury of the aggregate nominal amount of Bonds of each Series validly tendered pursuant to the Offers, together with a non-binding indication of the level at which PfP Treasury expects to set the 2026 Bonds Final Acceptance Amount and indicative details of any Scaling Factor (if applicable) that would apply in the event that PfP Treasury decides to accept (subject to satisfaction or waiver of the New Financing Condition on or prior to the Settlement Date) valid tenders of 2026 Bonds pursuant to the relevant Offer.	Prior to the Pricing Time on 6 December 2023.
Pricing Time Determination of the Benchmark Security Rates, Purchase Yields and calculation of the Purchase Prices.	At or around 11.00 a.m. (London time) on 6 December 2023.
Announcement of Final Results Announcement of whether to accept (subject to the satisfaction or waiver of the New Financing Condition) valid tenders of Bonds pursuant to either or both of the Offers and, if so accepted, the aggregate nominal amount of each Series accepted for purchase pursuant to the relevant Offer(s), any Scaling Factor in respect of valid tenders of 2026 Bonds (if applicable), each Benchmark Security Rate, each Purchase Yield and each Purchase Price as soon as reasonably practicable after the Pricing Time.	As soon as reasonably practicable after the Pricing Time.
Settlement Date Subject to the satisfaction (or waiver) of the New Financing Condition, expected settlement date for the Offers.	8 December 2023

The above times and dates are subject to the right of PfP Homes and/or PfP Treasury, as applicable, to extend, re-open, amend, waive any condition of and/or terminate any Offer(s) (subject to applicable law and as provided in the Tender Offer Memorandum). Bondholders are advised to check with any bank, securities broker or other intermediary through which they hold Bonds when such intermediary would need to receive instructions from a Bondholder in order for that Bondholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer by the deadlines set out above.  The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines described above.

Unless stated otherwise, announcements in connection with the Offers will be made through RNS and/or the issue of a press release to a Notifying News Service and may also be made by the delivery of notices to the Clearing Systems for communication to Direct Participants.  Copies of all such announcements, press releases and notices can also be obtained from the Tender Agent, the contact details for which are set out below. Significant delays may be experienced where notices are delivered to the Clearing Systems, and Bondholders are urged to contact the Tender Agent for the relevant announcements during the course of the Offers.  In addition, Relevant Bondholders (as defined in the Tender Offer Memorandum) may contact the Dealer Managers for information using the contact details set out below.

Barclays Bank PLC and HSBC Bank plc are acting as Dealer Managers for the Offers (in respect of the Offers as made to Relevant Bondholders only). None of the Dealer Managers has any role in relation to any part of the Offers made to Bondholders that are not Relevant Bondholders.

Kroll Issuer Services Limited is acting as Tender Agent. For detailed terms of the Offers please refer to the Tender Offer Memorandum which (subject to distribution restrictions) can be obtained from the Tender Agent referred to below.

DEALER MANAGERS (in respect of the Offers as made to Relevant Bondholders only)
Barclays Bank PLC 1 Churchill Place London E14 5HP United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]	HSBC Bank plc 8 Canada Square London E14 5HQ United Kingdom Telephone: [phone] Attention: Liability Management, DCM Email: [e-mail]
TENDER AGENT
Kroll Issuer Services Limited The Shard 32 London Bridge Street London SE1 9SG United Kingdom Telephone: [phone] Attention: Owen Morris / Alessandro Zorza Email: [e-mail]     Website: https://deals.is.kroll.com/placesforpeople

This announcement is made by Places for People Homes Limited and Places for People Treasury 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 UK 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 Matt Cooper, Tax and Treasury Director at Places for People Treasury plc.

LEI of Places for People Homes Limited: 2138006VZYSUOICR2M02

LEI of Places for Places for People Treasury plc: 213800B9U45TFBXW5K67

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 Bondholder is in any doubt as to the action it should take, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.  Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to tender such Bonds for purchase pursuant to the Offers. 

None of the Dealer Managers, the Tender Agent, PfP Homes or PfP Treasury (or any of their respective directors, officers, employees, agents or affiliates) makes any recommendation as to whether Bondholders should tender Bonds for purchase pursuant to the Offers. None of PfP Homes, PfP Treasury, the Dealer Managers or the Tender Agent (or any of their respective directors, employees, agents or affiliates) is providing Bondholders with any legal, business, tax or other advice in this announcement. Bondholders 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 Bonds for purchase pursuant to the Offers or subscribe for the New Bonds.

Nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or the solicitation of an offer to buy the New Bonds in the United States or any other jurisdiction.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes an offer or an invitation to participate in the Offers in or from any jurisdiction in or from which, or to any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws.  The distribution of this announcement and the Tender Offer Memorandum or any other materials relating to the Offers in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum or any other materials relating to the Offers comes are required by each of PfP Homes, PfP Treasury, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the New Bonds that would permit a public offering of securities. The minimum denomination of the New Bonds 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 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 or to any U.S. person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication.  The Bonds 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 or to any U.S. Person. 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 or to any U.S. Person, and the Bonds cannot be tendered in the relevant Offer by any use, means, instrumentality or facility from or within or by persons located or resident in the United States or by any U.S. Person. Any purported tender of Bonds in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Bonds 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.

This announcement and the Tender Offer Memorandum are not an offer of securities for sale in the United States or to U.S. Persons. 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 Bonds and the guarantees 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.

Each holder of Bonds participating in an Offer will represent that it is not a U.S. Person and 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 and who is not a U.S. Person. 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 submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  The Offers are being carried out in Italy as exempted offers 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. Accordingly, Bondholders or beneficial owners of the Bonds that are located in the Republic of Italy can tender Bonds for purchase pursuant to the Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with any other applicable laws and regulations and with any 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 Bonds 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, as amended.  Accordingly, this announcement and the Tender Offer Memorandum and any other documents and/or materials relating to the Offers 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 (as amended, the Financial Promotion Order)), persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Belgium

Neither this announcement, the Tender Offer Memorandum nor 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 / Financial Services and Markets Authority)  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 neither 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 offering of investment instruments and the admission to trading of placement instruments on regulated markets (as amended from time to time), acting on their own account.  Insofar as Belgium is concerned, this announcement and the Tender Offer Memorandum has 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.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France (France). This announcement and 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, as amended. This announcement and the Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

 

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