TENDER OFFER AND CONSENT SOLICITATION

Ulster Bank Ireland DAC

13 September 2023

 

Company name: Ulster Bank Ireland DAC

Headline: Tender Offer and Consent Solicitation

Legal Entity Identifier: 635400KQIMALJ4XLAD78

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014 AND THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF DOMESTIC LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (A) IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR (B) IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT. NOTHING IN THIS ANNOUNCEMENT CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION.

Ulster Bank Ireland DAC

(incorporated in Ireland as a designated activity company limited by shares, company number 25766)

TENDER OFFER AND CONSENT SOLICITATION

Ulster Bank Ireland DAC (the "Issuer") today announces its invitations to holders of its outstanding STG £5,000,000 Floating Rate Subordinated Bonds (the "Floating Rate Bonds"), IEP £30,000,000 11.375% Subordinated Bonds (the "11.375% Bonds") and STG £20,000,000 11.75% Subordinated Bonds (the "11.75% Bonds" and, together with the Floating Rate Bonds and the 11.375% Bonds, the "Bonds" and each a "Series") to tender any or all of the Bonds for purchase by the Issuer for cash subject to the conditions described in the tender offer and consent solicitation memorandum dated 13 September 2023 (the "Memorandum") (in respect of each Series, such invitation an "Offer" and, together, the "Offers"), including in the case of the Offers, the offer and distribution restrictions described below and set out more fully in the Memorandum.

In conjunction with the Offers, the Bondholders are being invited to consent to certain modifications to the terms and conditions of the relevant Series to provide for the redemption of any Bonds of such Series that are not purchased pursuant to the relevant Offer at the relevant Redemption Price (which is equivalent to the corresponding Purchase Price offered by the Issuer pursuant to such Offer) plus the Accrued Interest Payment, all as proposed by the Issuer for approval in the form of the relevant Resolution at separate meetings of the Bondholders of each Series (each a "Meeting" and, in respect of each Series, such invitation a "Proposal" and, together, the "Proposals").

Copies of the Memorandum are available from the Registrar as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Memorandum.

Description of Bonds	ISIN	Principal Amount Outstanding	Purchase Price(1)	Redemption Price(1)	Amount subject to the relevant Offer
STG £5,000,000 Floating Rate Subordinated Bonds (the "Floating Rate Bonds")	IE0004325282	STG £1,148,000	112.5 per cent.	112.5 per cent.	Any and all
IEP £30,000,000 11.375% Subordinated Bonds (the "11.375% Bonds")	IE0004325399	EUR 31,154,110.95	190 per cent.	190 per cent.
STG £20,000,000 11.75% Subordinated Bonds (the "11.75% Bonds")	IE0004325514	STG £11,453,000	175 per cent.	175 per cent.

Notes:

⁽¹⁾                    Expressed as a percentage applicable to such Series (not including accrued interest). For further details on the amounts payable to Bondholders see "Total amount payable to Bondholders" below.

Each Proposal is separate and implementation in respect of one Series is not conditional upon implementation in respect of any other Series.

THE EXPIRATION DEADLINE IN RESPECT OF THE OFFERS AND THE PROPOSALS IS 1.00 P.M. (LONDON TIME) ON 23 OCTOBER 2023, UNLESS (IN RESPECT OF THE OFFERS ONLY) EXTENDED, WITHDRAWN OR TERMINATED AT THE SOLE DISCRETION OF THE ISSUER.

Custodians, direct participants and clearing systems will have earlier deadlines for receiving instructions prior to the Expiration Deadline and holders should contact the intermediary through which they hold their Bonds as soon as possible to ensure proper and timely delivery of instructions.

Rationale

The Issuer is currently undergoing the process of a phased withdrawal from the Republic of Ireland (see the Memorandum for further information) and, in light of this phased withdrawal, the Issuer is seeking to implement the Offers and the Proposals to retire its legacy subordinated liabilities. The Bonds are no longer required for the Issuer to meet its capital requirements and, in any event, have ceased to be eligible for inclusion in the Issuer's Tier 2 capital and own funds.

The Offers and Proposals are not related to any other transaction, activity or communications which the Issuer is undertaking as part of the phased withdrawal.

For further information on future plans for the Issuer as an entity and how this could impact Bondholders see the Memorandum.

Participation in the Offers and the Proposals

The submission by or on behalf of a Bondholder of a Tender Instruction pursuant to the relevant Offer will also constitute such Bondholder's appointment of the Chairperson of the relevant Meeting (or their nominee) as such Bondholder's proxy to attend the relevant Meeting (and any adjourned Meeting) and to cast the votes attaching to the Bonds which are the subject of such Tender Instruction in favour of the relevant Resolution. It will not be possible to validly tender Bonds in the relevant Offer(s) without so appointing the Chairperson of the relevant Meeting(s) (or their nominee).

In order to participate in an Offer, a Bondholder must deliver (i) a duly completed and signed Tender Instruction (in the form set out in "Annex 2 - Form of Tender Instruction" of the Memorandum) that is received by the Registrar at or prior to 1.00 p.m. (London time) on 23 October 2023, unless extended, re-opened, amended and/or terminated as provided in the Memorandum (the "Expiration Deadline") and (ii) to the Registrar a certificate or certificates for the Bonds which are the subject of such Tender Instruction together with the Tender Instruction.

All documentation sent to or from a Bondholder is sent at the Bondholder's own risk. No consideration due under any Offer will be sent until after the relevant certificate(s) and/or other document(s) of title or indemnities satisfactory to the Registrar has/have been received.

Tender Instructions once submitted may in principle not be withdrawn except in the limited circumstances outlined in the Memorandum under the heading "Procedures for Participating in the Offers and the Proposals - Amendment and Termination" in the Memorandum.

Bondholders who tender less than all of their Bonds must continue to hold Bonds of the relevant Series in no less than the Minimum Denomination for such Series (in respect of each Series, the "Minimum Denomination"), being (i) EUR 12,697.38 in the case of the 11.375% Bonds, (ii) STG £10,000 in the case of the 11.75% Bonds, and (iii) STG £1,000 in the case of the Floating Rate Bonds. Tender Instructions may otherwise be submitted in respect of any nominal amount of Bonds, including nominal amounts of less than the Minimum Denomination for such Series (although Bondholders should note that some or all of the votes relating to Tender Instructions in amounts other than the Minimum Denomination (or an integral multiple thereof) may not be counted, even if the relevant Bonds are accepted for purchase in the relevant Offer).

Bondholders should submit Voting Only Instructions in the Minimum Denomination for such Series (or an integral multiple thereof) as otherwise their vote may not be counted.

Total amount payable to Bondholders

Payment pursuant to an Offer

If a Bondholder chooses to tender its Bonds pursuant to the relevant Offer, and if the Issuer decides to accept valid tenders of Bonds of such Series pursuant to the relevant Offer, the total amount that will be paid to such Bondholder on the Settlement Date for the Bonds of such Series accepted for purchase will be an amount (rounded to the nearest £0.01 or €0.01, as applicable, with £0.005 or €0.005, as applicable, rounded upwards) equal to the sum of:

(a)          a cash amount (the "Purchase Consideration"), being the product of (i) the aggregate nominal amount of the Bonds of such Series of such Bondholder accepted for purchase pursuant to the relevant Offer and (ii) the relevant Purchase Price applicable to such Series as specified in the table above; and

(b)          a cash amount equal to the Accrued Interest on such Bonds less any withholding in respect of tax that the Issuer is required by applicable law to apply (the "Accrued Interest Payment").

The hypothetical Purchase Consideration (based on a Settlement Date of 1 November 2023, which assumes implementation of the relevant Proposal following approval of the Resolution at the relevant Meeting (or any adjourned such Meeting)) paid to a Bondholder that the Issuer has decided to accept a valid tender of Bonds from (expressed as a cash amount in respect of a holding of the Minimum Denomination of Bonds of the relevant Series) would be:

EUR 24,125.022 in respect of the 11.375% Bonds;

£17,500.00 in respect of the 11.75% Bonds; and

£1,125.00 in respect of the Floating Rate Bonds.

The amount payable to each Bondholder will depend on the amount of Bonds of each Series held by such Bondholder and validly tendered and accepted for purchase and such amount be rounded as described at the start of this section.

In addition an Accrued Interest Payment will be made. Accrued Interest is payable for interest accrued and unpaid on the relevant Bonds from (and including) the immediately preceding interest payment date for such Bonds to (but excluding) the Settlement Date. As such, the amount of Accrued Interest will be subject to the Settlement Date of the relevant Bonds and in particular whether the relevant Resolution is passed at the relevant initial Meeting or an adjourned Meeting. 

Payment if the relevant Proposal is implemented

If a Bondholder does not choose to tender its Bonds pursuant to the relevant Offer, or their tender of Bonds is not accepted for purchase by the Issuer pursuant to the relevant Offer, but the relevant Proposal is implemented, the total amount that will be paid to such Bondholder on the Settlement Date for the Bonds of such Series accepted for purchase will be an amount (rounded to the nearest £0.01 or €0.01, as applicable, with £0.005 or €0.005, as applicable, rounded upwards) equal to the sum of:

(a)          a cash amount (the "Redemption Consideration"), being the product of (i) the aggregate nominal amount of the Bonds of such Series of such Bondholder redeemed by the Issuer and (ii) the relevant Redemption Price applicable to such Series as specified in the relevant Resolution (and being equal to the Purchase Price specified in the table above in respect of such Series); and

(b)           the Accrued Interest Payment on such Bonds.

The hypothetical Redemption Consideration (based on a Settlement Date of 1 November 2023, which assumes implementation of the relevant Proposal following approval of the Resolution at the relevant Meeting (or any adjourned such Meeting)) paid to a Bondholder who holds Bonds of the relevant Series that are not purchased pursuant to the relevant Offer (expressed as a cash amount in respect of a holding of the Minimum Denomination of Bonds of the relevant Series) would be:

EUR 24,125.022 in respect of the 11.375% Bonds;

£17,500.00 in respect of the 11.75% Bonds; and

£1,125.00 in respect of the Floating Rate Bonds.

The amount payable to each Bondholder will depend on the amount of Bonds of each Series held by such Bondholder that are redeemed and such amount be rounded as described at the start of this section.

In addition an Accrued Interest Payment will be made. Accrued Interest is payable for interest accrued and unpaid on the relevant Bonds from (and including) the immediately preceding interest payment date for such Bonds to (but excluding) the Settlement Date. As such, the amount of Accrued Interest will be subject to the Settlement Date of the relevant Bonds and in particular whether the relevant Resolution is passed at the relevant initial Meeting or an adjourned Meeting. 

No payment if the relevant Proposal is not implemented

If a Bondholder does not choose to tender its Bonds pursuant to the relevant Offer, or their tender of Bonds is not accepted for purchase by the Issuer pursuant to the relevant Offer, and the relevant Proposal is not implemented, such Bondholder will continue to hold their Bonds subject to the relevant Conditions and will not receive any payment in respect of the Offers or the Proposals.

For more information on the potential risks if the relevant Proposal is not implemented please refer to the section of the Memorandum entitled "Risk Factors and Other Considerations - Redemption of the Bonds if the Issuer is wound up".

Participation in the Proposals other than by way of Tender Instructions

The Meeting of the holders of the Floating Rate Bonds will be held at 10:00 a.m. (London time) on 25 October 2023. The Meeting of the holders of the 11.375% Bonds will be held at 10:05 a.m. (London time) (or, if later, immediately after the conclusion of the Meeting of the holders of the Floating Rate Bonds) on 25 October 2023. The Meeting of the holders of the 11.75% Bonds will be held at 10:10 a.m. (London time) (or, if later, immediately after the conclusion of the Meeting of the holders of the 11.375% Bonds) on 25 October 2023. Each Meeting (and any adjourned Meeting) is to be held at the offices of A&L Goodbody LLP at 3 Dublin Landings, North Wall Quay, International Financial Services Centre, Dublin 1, D01 C4E0, Ireland.

Any Bondholder who has delivered a valid Tender Instruction (together with a certificate or certificates in respect of the relevant Bonds which are the subject of such Tender Instruction) which is received by the Registrar by the applicable deadlines specified in the Memorandum need take no further action to be represented at the relevant Meeting (or any such adjourned such Meeting) in respect of such Bonds as the delivery of a valid Tender Instruction constitutes such Bondholder's appointment of the Chairperson of the relevant Meeting (or their nominee) as such Bondholder's proxy to attend the relevant Meeting (and any adjourned Meeting) and to cast the votes attaching to the Bonds which are the subject of such Tender Instruction in favour of the relevant Resolution.

Any Bondholder who does not wish, or is not able, to tender its Bonds for purchase pursuant to the relevant Offer but still wishes to vote at the relevant Meeting in respect of such Bonds may do so by delivering a duly completed and signed Voting Only Instruction (in the form set out in "Annex 3 - Form of Voting Only Instruction" of the Memorandum) to the Registrar either (i) appointing the Chairperson of the relevant Meeting or any other person to attend and vote at the relevant Meeting on such Bondholder's behalf or (ii) requesting details of how to attend and vote at the relevant Meeting that is received by the Registrar at or prior to 1.00 p.m. (London time) on 23 October 2023, as further described in each Notice of Meeting.

Bondholders should submit Voting Only Instructions in the Minimum Denomination for such Series (or an integral multiple thereof) as otherwise their vote may not be counted.

The quorum required for the relevant Proposal to be considered at the Meeting of the relevant Series is one or more persons present in person or by proxy and holding or representing in aggregate not less than one-third of the principal amount of the Series for the time being outstanding.

In the event such quorum is not present within 15 minutes from the time initially fixed for the Meeting, or the Eligibility Condition is not satisfied at such Meeting, the Meeting will be adjourned for not less than 14 nor more than 42 days. At any adjourned Meeting, one or more persons present in person or by proxy and holding or representing in aggregate not less than one-third of the principal amount of the Series for the time being outstanding shall be a quorum provided that if such a quorum is not present within half an hour from the time appointed for the adjourned Meeting, the Bondholders present in person or by proxy at the adjourned Meeting (whatever the aggregate principal amount of the Series for the time being held or represented by them) shall be a quorum (as further described in the relevant Notice of Meeting.

A Voting Only Instruction which has not been subsequently revoked, shall remain valid for any such adjourned Meeting.

Bondholders should note these quorum requirements and should be aware that, if the Bondholders either present or appropriately represented at the relevant Meeting are insufficient to form a quorum for the relevant Proposal, such Proposal cannot be formally considered at such Meeting. Bondholders are therefore encouraged either to arrange to be represented at the relevant Meeting or to attend the relevant Meeting in person as soon as possible.

Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary is advised to check with such intermediary when it needs to receive instructions in order for such individual or company to be able to participate in, or revoke its Voting Only Instruction or (in the limited circumstances in which revocation is permitted) its Tender Instruction. The deadlines set by any intermediary will be earlier than the deadlines specified in the Memorandum.

Conditions of the Proposals

The implementation of each Proposal in respect of a Series and the related Resolution will be conditional on:

(a)           the passing of the relevant Resolution; and

(b)          the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Eligible Bondholders, irrespective of any participation at the relevant Meeting by Ineligible Bondholders (as defined in each Notice of Meeting), including the satisfaction of such condition at an adjourned Meeting (the "Eligibility Condition").

Further Information

Any questions about (i) the Offers and the Proposals may be directed to the Dealer Manager or (ii) the delivery of Tender Instructions or Voting Only Instructions may be directed to the Registrar, on behalf of the Issuer, in each case, at the relevant contact details provided below. Any questions or requests for assistance in connection with the delivery of a Tender Instruction or Voting Only Instruction or arrangements for attending and voting at the relevant Meeting in person, or requests for additional copies of the Memorandum or related documents (which may be obtained free of charge, subject to any applicable distribution restrictions), may also be directed to the Registrar at the telephone number provided below.

Before making a decision with respect to the Offers and the Proposals, Bondholders should carefully consider all of the information in the Memorandum and, in particular, the section entitled "Questions and Answers about the Offers and the Proposals" and the risk factors described in the section entitled "Risk Factors and Other Considerations".

Indicative Timetable

This is an indicative timetable showing one possible outcome for the timing of the Offers and the Proposals based on the dates in the Memorandum and, in respect of the Proposals, assuming that the Resolution is passed.

Date	Number of Calendar Days from and including Launch	Action
13 September 2023	Day 1	Launch
		Notice of Meetings and Memorandum delivered by post. Notice of Meetings published on the website of Euronext Dublin and via RNS.
		Documents referred to in each Notice of Meeting available for inspection from the Registrar.
23 October 2023 1.00 p.m., London time	Day 41	Expiration Deadline In respect of Bondholders participating in an Offer and the related Proposal: Deadline for receipt by the Registrar of valid Tender Instructions in order for Bondholders to elect to participate in the relevant Offer.(1) In respect of Bondholders participating in a Proposal only: Deadline for receipt by the Registrar of Voting Only Instructions either (i) appointing the Chairperson of the relevant Meeting or any other person to attend and vote at the relevant Meeting on a Bondholder's behalf, or (ii) requesting details of how to attend and vote at the relevant Meeting (in accordance with the terms of the Memorandum).
25 October 2023	Day 43	Meeting The Meeting of the holders of the Floating Rate Bonds will be held at 10:00 a.m. (London time) on 25 October 2023. The Meeting of the holders of the 11.375% Bonds will be held at 10:05 a.m. (London time) (or, if later, immediately after the conclusion of the Meeting of the holders of the Floating Rate Bonds) on 25 October 2023. The Meeting of the holders of the 11.75% Bonds will be held at 10:10 a.m. (London time) (or, if later, immediately after the conclusion of the Meeting of the holders of the 11.375% Bonds) on 25 October 2023.
As soon as reasonably practicable after the Meetings	Day 43	Announcement of Result of Meetings and Offer Results and execution of Amendment Deed Announcement of the result of each Meeting. In respect of each Series where the relevant Resolution is passed at the initial Meeting, whether the Issuer will accept valid tenders of Bonds pursuant to the relevant Offer(s) and the final aggregate nominal amount of Bonds accepted for purchase (if any) and execution of Amendment Deed to implement such Resolution.
1 November 2023	Day 50	Settlement Date In respect of each Series where the relevant Resolution is passed at the initial Meeting, expected settlement date for the relevant Offer(s) and expected redemption of all Bonds of such Series that are not purchased pursuant to the relevant Offer(s).
In respect of any Series where the relevant Proposal is not implemented at the relevant Meeting: Note this is an indicative earliest timetable, and events may occur at different times to those set out below.
As soon as reasonably practicable after the Meetings	Day 43	Notice of adjourned Meeting(s) Notice of adjourned Meeting(s) delivered by post. Notice of adjourned Meeting(s) published on the website of Euronext Dublin, via RNS.
8 November 2023 10:00 a.m., London time	Day 57	Adjourned Meeting(s) Earliest date at which adjourned Meeting(s) to be held.
As soon as reasonably practicable after the adjourned Meetings	Day 57	Announcement of Result of adjourned Meeting(s) and Offer Results and execution of Amendment Deed Earliest date of announcement of the result of each adjourned Meeting, whether the Issuer will accept valid tenders of Bonds pursuant to the relevant Offer(s) and the final aggregate nominal amount of Bonds accepted for purchase (if any) and, in respect of each Series where the relevant Resolution is passed, execution of Amendment Deed to implement such Resolution.
15 November 2023	Day 64	Settlement Date In respect of each Series where the relevant Resolution was not passed at the initial Meeting, earliest expected settlement date for the relevant Offer(s) (regardless of whether or not the Proposal was implemented at the adjourned Meeting). In respect of each Series where the relevant Resolution is passed at an adjourned Meeting, expected redemption of all Bonds of such Series that are not purchased pursuant to the relevant Offer(s) and also all Bonds of such Series that are purchased pursuant to the relevant Offer(s).

Note:

⁽¹⁾                   Bondholders who have lost their certificate(s) should notify the Registrar by telephone [phone]) or write to the Registrar at Computershare Investor Services (Ireland) Limited, Citywest Business Campus, Dublin 24, D24 AK82, Ireland requesting a letter of indemnity for the lost certificate(s). When completed in accordance with the instructions given by the Registrar, Bondholders should return the letter of indemnity to the Registrar at the above address together with the completed Tender Instruction by not later than the Expiration Deadline.

                       Bondholders should ensure that the Registrar has the correct mailing address for them and contact the Registrar if any updates need to be made.

The above times and dates in respect of the Offers are subject to the right of the Issuer to extend, re-open, amend, and/or terminate the Offers (subject to applicable law and as provided in the Memorandum).

The timetable above in respect of an adjourned Meeting for any Series where the relevant Proposal is not implemented at the relevant Meeting is indicative and sets out the earliest timetable, however, these events may occur at different times to those set out. If any initial Meeting is not quorate on the date stated above, such Meeting shall stand adjourned for such period, being not less than 14 days nor more than 42 days (as specified by the Issuer in the notice of the adjourned meeting), and notice of any adjourned meeting shall be given in the same manner as notice of the original Meeting, save that at least 10 days' notice (and not more than 42 days' notice) shall be given.

Unless stated otherwise, notices and announcements in connection with the Offers and the Proposals will be made by publication on the website of Euronext Dublin and via RNS. Copies of all such notices and announcements can also be obtained from the Registrar, the contact details for whom are below. In addition, Bondholders may contact the Dealer Manager for information using the contact details below.

Any individual or company whose Bonds are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary is advised to check with that intermediary when it needs to receive instructions in order for such individual or company to be able to participate in, or revoke its Voting Only Instruction or (in the limited circumstances in which revocation is permitted) its Tender Instruction. The deadlines set by any intermediary will be earlier than the deadlines specified in this announcement.

For information on submitting a Tender Instruction see "Procedures for Participating in the Offers and the Proposals" in the Memorandum and for information on submitting a Voting Only Instruction see the relevant Notice of Meeting.

Market Abuse Regulation

This announcement is released by the Issuer and contains information in relation to the Bonds that qualified as inside information for the purposes of the Market Abuse Regulation (EU) 596/2014 ("MAR") and MAR as it forms part of domestic law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MAR"), encompassing information relating to the Bonds. For the purposes of MAR, UK MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055 (the "MAR Implementing Regulation") and the MAR Implementing Regulation as it forms part of domestic law of the United Kingdom by virtue of the EUWA, this announcement is made by John Webb, Group Treasurer of the Issuer.

This announcement is given by Ulster Bank Ireland DAC.

Bondholders should contact the following for further information in respect of the Proposals:

The Sole Dealer Manager

NatWest Markets Plc

250 Bishopsgate

London EC2M 4AA

United Kingdom

Telephone: [phone] (for Bondholders not in France) / [phone] (for Bondholders in France)

Email: [e-mail]   

Attention: Liability Management

In the event that Bondholders do not receive documents or cheques in respect of the Proposals, have any difficulties cashing cheques or have any questions about the delivery of Voting Only Instructions, their queries may be directed to the Registrar, on behalf of the Issuer, at the following telephone number: The Registrar Computershare Investor Services (Ireland) Limited 3100 Lake Drive Citywest Business Campus Dublin 24 D24 AK82 Ireland Telephone: [phone]

Dated: 13 September 2023

DISCLAIMER: This announcement must be read in conjunction with the Memorandum. The Memorandum contains important information which should be read carefully before any decision is made with respect to the Offers or the Proposals. Bondholders should consult their own tax, accounting, financial and legal advisers as to whether or not to participate in the Offers and the Proposals. This announcement does not discuss the tax consequences to Bondholders of the Offers or the Proposals or the purchase of Bonds by the Issuer pursuant to an Offer or the implementation of the relevant Proposal. Bondholders are urged to consult their own professional advisers regarding these possible tax consequences (including capital gains tax, income tax, withholding tax and any other relevant charges or duties) under the laws of the jurisdictions that apply to them or the sale of their Bonds pursuant to the Offers or the redemption of their Bonds pursuant to the implementation of a Proposal and the receipt of the Purchase Consideration and/or Redemption Consideration (as applicable) and the Accrued Interest Payment. Where required by applicable law, Irish withholding tax shall be deducted from each Accrued Interest Payment in the same manner as tax has been withheld from periodic interest payments under the Bonds. Bondholders are liable for their own taxes and similar or related payments imposed on them under the laws of any applicable jurisdiction, and have no recourse to the Issuer, the Dealer Manager or the Registrar with respect to such taxes arising in connection with the Offers or the Proposals.

OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the 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 for there to be such participation under applicable securities laws. The distribution of this announcement or the Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Memorandum comes are required by each of the Issuer, the Dealer Manager and the Registrar to inform themselves about and to observe any such restrictions.

United States

The Offers are not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States 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. Accordingly, copies of this announcement, the 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 a U.S. Person and the Bonds cannot be tendered in the Offers by any such use, means, instrumentality or facility or 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, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by 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.

Each holder of Bonds participating in an Offer will represent that it is not a U.S. Person, 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 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 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, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to 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 (the "Financial Promotion Order")) or persons who are within Article 43(2) or Article 49 of the Financial Promotion Order (which includes the Bondholders) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

Ireland

The Offers are not being made, directly or indirectly, to the public in Ireland and no Offers of any Bonds under or in connection with the Offers may be effected to persons in Ireland except in conformity with the provisions of Irish laws and regulations (the "Applicable Irish Laws") including, without limitation: (i) the Companies Act 2014 (as amended, the "Companies Act"); (ii) the Irish Central Bank Acts 1942 to 2023 (as amended) and any codes of practice made under Section 117(1) of the Central Bank Act 1989 (as amended); (iii) Regulation (EU) 2017/1129, the European Union (Prospectus) Regulations 2019 and any rules issued under Section 1363 of the Companies Act by the Central Bank of Ireland (the "Central Bank"); (iv) the European Union (Markets in Financial Instruments) Regulations 2017 (as amended) and any codes or rules of conduct applicable thereunder, Regulation (EU) No 600/2014 and any delegated or implementing acts adopted thereunder and the provisions of the Investor Compensation Act 1998 (as amended); and (v) the Market Abuse Regulation (EU 596/2014) (as amended), the European Union (Market Abuse) Regulations 2016 (as amended) and any rules and guidelines issued under Section 1370 of the Companies Act by the Central Bank.

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

Jersey

This announcement relates to a tender offer for the Bonds. No consent of the Jersey Financial Services Commission under Article 8(2) of the Control of Borrowing (Jersey) Order 1958 (the "COBO") or otherwise has been obtained for the circulation in Jersey of any offer for subscription, sale or exchange of any Bonds described in this announcement or the Memorandum and any such offer is, for the purposes of Article 8 of the COBO, valid in the United Kingdom and is, mutatis mutandis, circulated in Jersey only to persons similar to those to whom, and in a manner similar to that in which, it is for the time being circulated in the United Kingdom.  The Jersey Financial Services Commission does not accept any responsibility for the financial soundness of or any representations made in connection with the Issuer.

The Offers are personal to the person to whom this announcement is being delivered by or on behalf of the Issuer, and a tender will only be accepted from such person. This announcement and the Memorandum may not be reproduced or used for any other purpose.

General

Neither this announcement, the Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Bonds (and tenders of Bonds for purchase pursuant to the Offers will not be accepted from Bondholders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, such Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

 

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