Pre - Stabilisation Notice

SMBC Nikko Capital Markets Limited

04 January 2024

 

PRE-STABILISATION ANNOUNCEMENT

Date: 4 January 2024

Not for the distribution, directly or indirectly in or into the United States or any jurisdiction in which such distribution would be unlawful.

REC LIMITED

Pre - Stabilisation Notice

SMBC Nikko Capital Markets Limited (contact: Stephen Apted, [phone]) hereby gives notice that the Stabilisation Manager named below may stabilise the offer of the following securities in accordance with Commission Delegated Regulation (EU) 2016/1052 under the Market Abuse Regulation (EU/596/2014) and the UK FCA Stabilisation Binding Technical Standards.

The Securities:
Issuer:	REC Limited
Aggregate Nominal Amount:	JPY[·]
Description:	JPY Notes Senior, Unsecured, Reg S Governing law: English law Listing: GSM of the India INX and NSE IFSC ISIN: TBC
Offer price:	[●] per cent
Other offer terms:	Denoms: JPY100,000,000 Redemption at par
Stabilisation:
Stabilisation Manager:	SMBC Nikko Capital Markets Limited 100 Liverpool Street London EC2M 2AT United Kingdom
Stabilisation Period expected to start on:	4 January 2024
Stabilisation period expected to end no later than:	18 February 2024 (30 days after the proposed issue date of the securities)
Existence, maximum size and conditions of use of over-allotment facility:	The Stabilisation Manager may over-allot the securities to the extent permitted in accordance with applicable law.
Stabilisation trading venue:	GSM of the India INX and NSE IFSC

In connection with the offer of the above securities, the Stabilisation Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities at a level higher than that which might otherwise prevail. However, there is no assurance that the Stabilisation Manager will take any stabilisation action and any stabilisation action, if begun, may be ended at any time, but must end no later than the earlier of 30 days after the issue date of the securities and 60 days after the date of the allotment of the securities. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement is not for distribution, directly or indirectly, in or into the United States or any other jurisdiction in which such distribution would be unlawful.

This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom (the "UK") and persons in the UK who have professional experience in matters related to investments or who are high net worth persons within article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the UK.

In addition, if and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with Regulation (EU) 2017/1129 (the "Prospectus  Regulation") (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the Prospectus Regulation), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.

If and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, the UK before the publication of a prospectus in relation to the securities which has been approved by the competent authority in the UK in accordance with the Prospectus Regulation, as it forms part of domestic law by virtue of the European Union Withdrawal Act 2018 (the "UK Prospectus  Regulation"), this announcement and the offer are only addressed to and directed at persons in the UK who are qualified investors within the meaning of the UK Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK.

Singapore SFA Product Classification: In connection with Section 309B of the Securities and Futures Act 2001 of Singapore, as modified or amended from time to time (the "SFA") and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA), that the Notes are prescribed capital markets products (as defined in the CMP Regulations 2018) and are Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendation on Investment Products).

This communication does not constitute any offering of the securities referenced or any securities in Japan. The securities referenced have not been and will not be registered under the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended, the "FIEA") and, accordingly, such securities referenced will not be offered or sold directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan or to others for re-offering or resale, directly or indirectly, in Japan or to any resident of Japan except pursuant to an exemption from the registration requirements of, and otherwise in compliance with the FIEA and other relevant laws and regulations of Japan. As used in this paragraph, "resident of Japan" means any person resident in Japan, including any corporation or other entity organised under the laws of Japan.

This announcement is not an offer of securities for sale in or into the United States. The securities have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.

Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or another email system.

 

END