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PGH Capital Limited (37TL)

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Tuesday 13 January, 2015

PGH Capital Limited

PGH Capital Limited announces Exchange Offer

RNS Number : 0437C
PGH Capital Limited
13 January 2015
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S ("REGULATION S") UNDER THE SECURITIES ACT) OR IN OR INTO THE UNITED STATES, 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 OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT. (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

PGH Capital Limited announces Exchange Offer for Existing Securities (ISIN: XS0235245205) issued by Pearl Group Holdings (No.1) Limited (formerly Resolution plc)

13 January 2015. PGH Capital Limited ("PGHC") today announces its invitation to holders of the £500,000,000 6.5864 per cent. Fixed/Floating Rate Perpetual Reset Capital Securities (ISIN: XS0235245205) (the "Existing Securities") issued by Pearl Group Holdings (No.1) Limited (formerly Resolution plc) ("PGH No.1") to submit offers to exchange any or all of their Existing Securities for Sterling 6.625 per cent. Guaranteed Subordinated Notes due 2025 (the "New Notes") to be issued by PGHC and guaranteed by Phoenix Group Holdings ("PGH") on a subordinated basis (the "Exchange Offer").

The Exchange Offer is being made on the terms and subject to the conditions contained in the exchange offer memorandum dated 13 January 2015 (the "Exchange Offer Memorandum") prepared by PGHC, and is subject to the offer and distribution restrictions set out below and as more fully described in the Exchange Offer Memorandum.

Before making a decision whether to submit Offers for Exchange of Existing Securities for New Notes, Holders should carefully consider all of the information in the Exchange Offer Memorandum and in the Preliminary Prospectus (including documents incorporated by reference therein) and, in particular, the risk factors described therein.

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

Existing Securities

Description of the Existing Securities

Type and status

ISIN

Outstanding principal amount(1)(2)

Coupon to First Call Date
(%)

First Call Date

Coupon from First Call Date
(%)

Principal amount per Security

Exchange Ratio
(%)

Pool Factor
(%)

£500,000,000 6.5864 per cent. Fixed/Floating Rate Perpetual Reset Capital Securities issued by PGH No.1

Tier 1

Subordinated to Tier 2 capital of PGH No.1 (if any)

XS0235245205

£500,000,000 (subject to the Pool Factor)

6.5864

25 April 2016

6-month sterling LIBOR + 2.73

£50,000 and integral multiples of £1,000

103

85


(1) As at 13 January 2015, subsidiaries of PGH beneficially held £36,460,000 in aggregate principal amount of Existing Securities (prior to application of the Pool Factor). While irrevocable undertakings to do so have not been requested, PGH understands that as at the date of the Exchange Offer Memorandum such subsidiaries intend to participate in the Exchange Offer in relation to their full holdings.
(2) The outstanding principal amount noted above and the Exchange Ratio have been stated prior to the application of the Pool Factor.

 

New Notes

Status

Currency

Issuer

Guarantor

New Notes Issue Price
(%)

New Notes Coupon
(%)

Denominations

Call Dates

Maturity

Subordinated

Sterling

PGHC

PGH

100

6.625

Minimum £100,000 and integral multiples of £1,000 in excess thereof

Not applicable

18 December 2025

 

Rationale for the Exchange Offer

The purpose of the Exchange Offer is to efficiently manage the refinancing of the Existing Securities, which have a first call date on 25 April 2016, by exchanging them for the New Notes which will have a maturity date on 18 December 2025. The Exchange Offer continues the steps already taken to simplify and strengthen the Group's capital structure, moving it towards a normalised structure with debt issuance being undertaken by a single entity, PGHC, guaranteed by PGH. The Exchange Offer provides the holders of the Existing Securities with the opportunity to exchange, at a premium to current secondary market levels, their existing holding for the New Notes.

Optional redemption of the Existing Securities on the first call date in 2016 will be determined by a number of factors including the Group's prevailing regulatory capital position and will be subject to PRA consent and notification requirements having been met. Based on the Group's current interpretation of the transitional measures for own funds contained in the Solvency II Directive, as amended by the Omnibus II Directive, the Group believes that the Existing Securities will qualify for grandfathering as Tier 1 instruments on the Solvency II implementation date of 1 January 2016, for up to a maximum period of ten years.

Details of the Exchange Offer

Minimum Submission Amount and PGHC Cash Exit Discretion

In order to be eligible to receive New Notes pursuant to the Exchange Offer, a Holder must validly submit an Offer for Exchange in respect of a principal amount of Existing Securities sufficient, following application of the Exchange Ratio and the Pool Factor, for such Holder to be eligible to receive, in exchange for such Existing Securities, a principal amount of New Notes equal to at least the minimum denomination of £100,000 (the "Minimum Submission Amount"). Based on an Exchange Ratio of 103 per cent. and a Pool Factor of 85 per cent., the Minimum Submission Amount is £115,000 in principal amount (before application of the Pool Factor) of Existing Securities.

Subject to a Holder satisfying the Minimum Submission Amount condition, the principal amount of New Notes which each Holder whose Existing Securities are accepted by PGHC for exchange pursuant to the Exchange Offer will receive on the Settlement Date will equal the product of (a) the aggregate principal amount (before the application of the Pool Factor) of such Existing Securities accepted by PGHC for exchange, (b) the Exchange Ratio and (c) the Pool Factor.

If, as a result of the application of the Exchange Ratio and Pool Factor, a Holder would be entitled to receive an aggregate principal amount of New Notes that is not an integral multiple of £1,000, PGHC will pay (or procure that there is paid) in cash in Sterling to that Holder on the Settlement Date the Exchange Rounding Amount, which is the amount equal to the fractional portion of such aggregate principal amount that is not such an integral multiple (rounded to the nearest £0.01, with half a penny being rounded upwards).

A Holder who validly Offers to Exchange Existing Securities having a principal amount of less than the Minimum Submission Amount will not be eligible to receive New Notes but instead will, if PGHC chooses in its sole discretion to exercise the PGHC Cash Exit Discretion, be eligible to receive on the Settlement Date the Cash Exit Amount.

The PGHC Cash Exit Discretion is exercisable wholly in the discretion of PGHC, and is intended to enable participation in the Exchange Offer by Holders who, due to operation of the Minimum Submission Amount requirement, would otherwise hold an insufficient principal amount of Existing Securities to participate in the Exchange Offer in respect of those Existing Securities. Holders should note that multiple Electronic Exchange Instructions submitted by or on behalf of a Beneficial Owner where any one or more of such Electronic Exchange Instructions are for principal amounts of Existing Securities which are less than the Minimum Submission Amount may be treated by the Issuer as invalid and may be rejected or aggregated by PGHC in its sole discretion.

Each Electronic Exchange Instruction in respect of a principal amount of Existing Securities which is less than the Minimum Submission Amount must name the Beneficial Owner of those Existing Securities in order to be valid. Electronic Exchange Instructions relating to principal amounts equal to or greater than the Minimum Submission Amount do not need to identify the relevant Beneficial Owner.

Accrued Interest Payment

On the Settlement Date, PGHC will also pay (or procure to be paid) to Holders whose Offers for Exchange of Existing Securities are accepted (whether for New Notes or under the PGHC Cash Exit Discretion) a cash amount in Sterling equal to the amount of accrued interest in respect of the Existing Securities accepted for exchange from (and including) the Coupon Payment Date immediately preceding the Settlement Date to (but excluding) the Settlement Date, calculated in accordance with (and subject to any rounding adjustments as provided under) the Existing Securities Conditions, whether or not the conditions for their payment have been satisfied (the "Accrued Interest Payment").

Exchange Ratio and Pool Factor

The principal amount of New Notes that each Holder whose Existing Securities are accepted for exchange for New Notes pursuant to the Exchange Offer will receive on the Settlement Date will be calculated by reference to:

(i)         the aggregate principal amount (before the application of the Pool Factor) of the relevant Existing Securities validly Offered for Exchange by such Holder (and accepted for exchange for New Notes by PGHC);

(ii)          the Exchange Ratio; and

(iii)         the Pool Factor.

New Notes Issue Price and New Notes Coupon

The New Notes Issue Price will be 100 per cent.

The New Notes Coupon will be 6.625 per cent.

Existing Securities not exchanged or accepted

Holders who do not participate in the Exchange Offer (including any Holder that is not eligible to participate in the Exchange Offer or the PGHC Cash Exit Discretion, including if the Beneficial Owner or any Direct Participant is a Sanctions Restricted Person or is otherwise ineligible as a result of the exchange offer and distribution restrictions referred to in "Exchange Offer and Distribution Restrictions" or otherwise), or whose Existing Securities are not accepted for exchange by PGHC for New Notes or pursuant to the PGHC Cash Exit Discretion, will continue to hold their Existing Securities on and subject to the Existing Securities Conditions.

New Notes

The New Notes will be issued pursuant to a prospectus substantially on the terms set out in the form of Preliminary Prospectus contained in the annex to the Exchange Offer Memorandum. Application will be made for the New Notes to be admitted to listing on the Official List of the UK Listing Authority and to trading on the London Stock Exchange's regulated market on or around the first business day in London following the Settlement Date.

None of PGH, PGHC or the New Notes are expected to be rated by any rating agency as at the Settlement Date.

Offers for Exchange and Electronic Exchange Instructions

PGHC expressly reserves the right, in its sole discretion, to delay acceptance of any Offer for Exchange of Existing Securities pursuant to the Exchange Offer in order to comply with applicable laws. In all cases, PGHC will only accept an Offer for Exchange of Existing Securities pursuant to the Exchange Offer after the submission of a valid Electronic Exchange Instruction in accordance with the procedures described in the section of the Exchange Offer Memorandum entitled "Procedures for Participating in the Exchange Offer". These procedures include the blocking of the relevant Existing Securities in the relevant account in the applicable Clearing System from the date the relevant Electronic Exchange Instruction is submitted until the earlier of (i) the time of settlement on the Settlement Date or (ii) in the case of any termination of the Exchange Offer, the date of PGHC's announcement of such termination.

PGHC will at all times have the discretion to accept any Offer for Exchange of Existing Securities which would otherwise be invalid or, in the sole opinion of PGHC, may otherwise be invalid. See also the section of the Exchange Offer Memorandum entitled "Risk Factors and other Considerations".

PGHC may, in consultation with the Exchange Agent, reject Offers for Exchange of Existing Securities which it considers in its sole discretion not to have been validly submitted in the Exchange Offer and PGHC is under no obligation to any relevant Holder to furnish any reason or justification for refusing to accept such Offers. For example, Offers for Exchange of Existing Securities may be rejected if any such Offer does not comply with the relevant requirements of a particular jurisdiction.

PGHC may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time (subject to applicable law and as provided in the Exchange Offer Memorandum). Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Exchange Offer Memorandum as soon as reasonably practicable after the relevant decision is made. See the section of the Exchange Offer Memorandum entitled "Amendment and Termination". Holders are advised that PGHC may, in its sole discretion, accept Offers for Exchange of Existing Securities pursuant to the Exchange Offer on more than one date if the Exchange Offer is extended or re-opened.

PGHC may, in its sole discretion, procure that (i) Existing Securities accepted for exchange pursuant to the Exchange Offer (including pursuant to the PGHC Cash Exit Discretion) be delivered to PGH No.1 or any other subsidiary of PGH, as principal and not as agent for PGHC; and (ii) the New Notes be delivered and payment of any Cash Exit Amounts and Accrued Interest Payments and Exchange Rounding Amounts, be made by or on behalf of either PGHC, PGH No.1 or any other subsidiary of PGH, as principal and not as agent for PGHC. In such circumstances, all references in this announcement and the Exchange Offer Memorandum to the transfer or delivery of Existing Securities or New Notes and payment of any Cash Exit Amounts, Accrued Interest Payments and Exchange Rounding Amounts (and all equivalent references) shall be construed accordingly.

The failure of any person to receive a copy of this announcement, the Exchange Offer Memorandum or any other announcement made or notice issued in connection with the Exchange Offer shall not invalidate any aspect of the Exchange Offer. No acknowledgement of receipt of any Electronic Exchange Instructions and/or other documents will be given by PGHC or the Exchange Agent.

Electronic Exchange Instructions submitted may not be withdrawn except in the limited circumstances and on the terms and conditions set out in the section of the Exchange Offer Memorandum entitled "Amendment and Termination - Revocation Rights". If PGHC elects, in its sole discretion, to extend the Expiration Deadline, such limited withdrawal rights will also be extended.

General

Before making a decision whether to submit Offers for Exchange of Existing Securities for New Notes, Holders should carefully consider all of the information in the Exchange Offer Memorandum and in the Preliminary Prospectus (including documents incorporated by reference therein) and, in particular, the risk factors described therein.

For further information on the Exchange Offer and the further terms and conditions on which the Exchange Offer is made, Holders should refer to the section of the Exchange Offer Memorandum entitled "Procedures for Participating in the Exchange Offer".

Questions and requests for assistance in connection with the (a) Exchange Offer may be directed to the Joint Dealer Managers and (b) delivery of Electronic Exchange Instructions, may be directed to the Exchange Agent, the contact details for each of which are below.

Indicative Timetable

The times and dates below are indicative only. Accordingly, the actual timetable may differ significantly from the expected timetable set out below.

Events


Dates and times (London time)

Commencement of the Exchange Offer Period


On 13 January 2015

Copies of the Exchange Offer Memorandum are available to Holders from the Exchange Agent, subject to exchange offer and distribution restrictions and notice of the Exchange Offer published through the Clearing Systems.



Expiration Deadline



Deadline for receipt of all Electronic Exchange Instructions.

End of Exchange Offer Period.


4.00 p.m. on 19 January 2015

Announcement of Exchange Offer Results

Announcement by PGHC of:

-       the final aggregate principal amount of the Existing Securities accepted for exchange (including pursuant to the PGHC Cash Exit Discretion); and

-       the final aggregate principal amount of New Notes to be issued.


On 20 January 2015

Publication of Prospectus for the New Notes

 

 

On or around 21 January 2015

 

Settlement Date


23 January 2015

Delivery of New Notes in exchange for Existing Securities validly offered for exchange by a Holder and accepted by PGHC for exchange and payment of any Cash Exit Amounts, Accrued Interest Payments and Exchange Rounding Amounts, if applicable.






 

PGHC may, in its sole discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time (subject to applicable law and as provided in the Exchange Offer Memorandum) and the above times and dates are subject to the right of PGHC to so extend, re-open, amend and/or terminate the Exchange Offer.

Holders are advised to check with the broker, dealer, bank, custodian, trust company, or other nominee through which they hold their Existing Securities as to the deadlines by which such intermediary would require receipt of instructions from Holders to participate in, or to withdraw their instructions to participate in, the Exchange Offer in accordance with the terms and conditions of the Exchange Offer as described in the Exchange Offer Memorandum in order to meet the deadlines set out above and in the Exchange Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission and withdrawal of Electronic Exchange Instructions will be earlier than the relevant deadlines specified above and in the Exchange Offer Memorandum.

Announcements in connection with the Exchange Offer will be made, as applicable, by (a) publication by RNS, (b) delivery of notices to the Clearing Systems for communication to Direct Participants, and/or (c) through the issue of a press release to a Notifying News Service, and may also be found on the relevant Reuters International Insider Screen.

Copies of all such announcements, press releases and notices can also be obtained from the Exchange Agent, the contact details for which are below. Significant delays may be experienced where notices are delivered to the Clearing Systems and Holders are urged to contact the Joint Dealer Managers or the Exchange Agent for the relevant announcements during the course of the Exchange Offer.

Holders are advised to carefully read the Exchange Offer Memorandum for full details of, and information on, the procedures for participating in the Exchange Offer.

Citigroup Global Markets Limited, HSBC Bank plc, J.P. Morgan Securities plc and The Royal Bank of Scotland plc are acting as Joint Dealer Managers for the Exchange Offer; and Citibank, N.A., London Branch is acting as Exchange Agent.

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

Joint Dealer Managers

Citigroup Global Markets Limited

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

Attention: Liability Management Group

Tel: +44 (0)20 7986 8969

Email: [email protected]

HSBC Bank plc

8 Canada Square

London E14 5HQ

United Kingdom

 

Attention: Liability Management Group

Tel: +44 (0)20 7992 6237

Email: [email protected]

 

J.P. Morgan Securities plc

25 Bank Street

London E14 5JP

United Kingdom

 

Attention: Liability Management

Tel: +44 (0)20 7134 3414

Email: [email protected]

The Royal Bank of Scotland plc

135 Bishopsgate

London EC2M 3UR

United Kingdom

 

Attention: Liability Management

Tel: +44 (0)20 7085 9972

Email: [email protected]

 

 

Requests for information in relation to the procedures for exchanging Existing Securities in the Exchange Offer and the submission of Electronic Exchange Instructions should be directed to:

The Exchange Agent

Citibank, N.A., London Branch

Citigroup Centre

Canada Square

Canary Wharf

London E14 5LB

United Kingdom

 

Attention: Exchange Team

Tel: +44 (0)20 7508 3867

Email: [email protected]


DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Exchange Offer. If any Holder is in any doubt as to the content of this announcement or the Exchange Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Existing Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to exchange such Existing Securities pursuant to the Exchange Offer. None of PGHC, PGH, PGH No.1, the Joint Dealer Managers or the Exchange Agent or any of their respective directors, employees or affiliates makes any recommendation whether Holders should Offer to Exchange their Existing Securities pursuant to the Exchange Offer.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and/or the Exchange Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Exchange Offer Memorandum comes are required by each of PGHC, PGH, PGH No.1, the Joint Dealer Managers and the Exchange Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Exchange Offer Memorandum constitute an offer to sell or buy or the solicitation of an offer to sell or buy the Existing Securities or the New Notes, and Offers for Exchange of Existing Securities pursuant to the Exchange Offer will not be accepted from Holders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an Exchange Offer to be made by a licensed broker or dealer and any of the Joint Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Exchange Offer shall be deemed to be made on behalf of PGHC by such Joint Dealer Manager or affiliate (as the case may be) in such jurisdiction.

Persons into whose hands this announcement and/or the Exchange Offer Memorandum comes are required by PGHC and the Joint Dealer Managers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they submit any Offer for Exchange or possess this announcement, the Exchange Offer Memorandum or any related offering material, in all cases at their own expense.

In addition to the representations referred to below, each Holder participating in the Exchange Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in the section of the Exchange Offer Memorandum entitled "Procedures for Participating in the Exchange Offer". Any Offer for Exchange of Existing Securities pursuant to the Exchange Offer from a Holder that is unable to make these representations will not be accepted. Each of PGHC and the Exchange Agent reserves the right, in its absolute discretion, to investigate, in relation to any Offer for Exchange of Existing Securities pursuant to the Exchange Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result PGHC determines (for any reason) that such representation is not correct, such Offer shall not be accepted.

United States

The Exchange Offer is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Existing Securities may not be Offered for Exchange by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act"), or to U.S. persons as defined in Regulation S of the Securities Act (each a "U.S. person"). Accordingly, copies of this announcement and the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer 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 U.S. persons. Any purported Offer for Exchange resulting directly or indirectly from a violation of these restrictions will be invalid and any Offer for Exchange 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 Exchange Offer Memorandum are not offers 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 Notes 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, in the United States or to, or for the account or benefit of, U.S. persons. The purpose of this announcement and the Exchange Offer Memorandum is limited to the Exchange Offer and this announcement and the Exchange Offer Memorandum may not be sent or given to a person in the United States or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each holder of Existing Securities participating in the Exchange 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 the Exchange 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 Exchange Offer from the United States. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Italy

None of this announcement, the Exchange Offer Memorandum or any other documents or materials relating to the Exchange Offer have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.

The Exchange Offer is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act"), and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"), as the case may be. The Exchange Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.

A holder of Existing Securities located in the Republic of Italy can Offer for Exchange through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Securities or the Exchange Offer.

Belgium

None of this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been submitted to or will be submitted for approval or recognition to the Financial Services and Markets Authority ("Autorité des services et marches financiers / Autoriteit financiële diensten en markten") and, accordingly, the Exchange Offer 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 (the "Belgian Takeover Law") or as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Prospectus Law"), both as amended or replaced from time to time. Accordingly, the Exchange Offer may not be advertised and the Exchange Offer will not be extended, and none of this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer (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 (i) to persons which are "qualified investors" in the sense of Article 10 of the Belgian Prospectus Law, acting on their own account; or (ii) in any other circumstances set out in Article 6, §4 of the Belgian Takeover Law and Article 3, §4 of the Belgian Prospectus Law. This announcement and the Exchange Offer Memorandum have been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Exchange Offer. Accordingly, the information contained in this announcement and the Exchange Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Exchange Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Exchange Offer Memorandum nor any other documents or offering materials relating to the Exchange Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Exchange Offer. This announcement and the Exchange Offer Memorandum have not been and will not be submitted for clearance procedures (visa) of the Autorité des marchés financiers.

Ireland

This announcement and the Exchange Offer Memorandum will only be distributed in Ireland in conformity with the provisions of the Companies Acts 1963-2013, the Central Bank Acts 1942 - 2014 and the European Communities (Markets in Financial Instruments) Regulations 2007 (Nos. 1 to 3) (the "MIFID Regulations"), including, without limitation, Regulations 7 and 152 thereof or any applicable provisions of Irish law.

Netherlands

No offer, or solicitation of any offer, of the New Notes is or will be made, and neither this announcement nor the Exchange Offer Memorandum may be distributed or circulated in the Netherlands other than to individuals or legal entities who or which qualify as qualified investors (gekwalificeerde beleggers) within the meaning of Section 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

United Kingdom

The communication of this announcement and the Exchange Offer Memorandum by PGHC and any other documents or materials relating to the Exchange Offer 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 (the "FSMA"). 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 is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may be communicated to (1) those persons who are existing members or creditors of PGH No.1 or other persons within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, (2) a person falling within the definition of investment professionals (as defined in Article 19(5)) and (3) to any other persons to whom these documents and/or materials may lawfully be communicated.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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