REG - Just Group plc - Tender Offer

JustAnnouncement

09/09/2024 10:30

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RNS Number : 4212D  Just Group PLC  09 September 2024

Just Group plc announces Tender Offers for its £250,000,000 Fixed Rate Reset
Subordinated Tier 2 Notes due 2031, its £250,000,000 9.000 per cent.
Guaranteed Subordinated Notes due 2026 and its £125,000,000 8.125 per cent.
Subordinated Tier 2 Notes due 2029

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN 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 IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE OR TO WHOM IT IS UNLAWFUL
TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (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.

9 September 2024.  Just Group plc (the Company) announces today separate
invitations to holders of its outstanding: (a) £250,000,000 Fixed Rate Reset
Subordinated Tier 2 Notes due 2031 (ISIN: XS2242666779) (the 2031 Notes); (b)
£250,000,000 9.000 per cent. Guaranteed Subordinated Notes due 2026 (ISIN:
XS1504958817) (the 2026 Notes); and (c) £125,000,000 8.125 per cent.
Subordinated Tier 2 Notes due 2029 (ISIN: XS2059770409) (the 2029 Notes and,
together with the 2031 Notes and the 2026 Notes, the Notes and each a Series)
to tender their Notes for purchase by the Company for cash (each an Offer and
together the Offers) subject to terms and conditions contained in the tender
offer memorandum dated 9 September 2024 (the Tender Offer Memorandum) prepared
by the Company for the Offers, including (without limitation) the satisfaction
(or waiver) of the New Financing Condition (as defined below).  The Offers
are subject to the offer restrictions set out below and as more fully
described in the Tender Offer Memorandum.

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

Summary of the Offers

 Priority of Acceptance  Description of the Notes  ISIN /                    Outstanding nominal amount*  Maturity date    First optional par redemption date  Benchmark Security                                                         Purchase Spread  Amount subject to the relevant Offer(s)

Common Code
 1(**)                   2031 Notes                XS2242666779 / 224266677  £250,000,000                 15 April 2031    15 October 2025                     3.500 per cent. UK Treasury Gilt due 22 October 2025 (ISIN:GB00BPCJD880)   30 bps           Any and all
 2                       2026 Notes                XS1504958817 / 150495881  £150,000,000                 26 October 2026  N/A                                 0.375 per cent. UK Treasury Gilt due 22 October 2026 (ISIN: GB00BNNGP668)  70 bps           An aggregate nominal amount of up to £250,000,000 of the Notes across both
                                                                                                                                                                                                                                                           Series, less the aggregate nominal amount of any 2031 Notes validly tendered
                                                                                                                                                                                                                                                           and accepted for purchase by the Company, subject to the discretion of the
                                                                                                                                                                                                                                                           Company to increase or decrease such amount, as further described herein.
                         2029 Notes                XS2059770409 / 205977040  £125,000,000                 26 October 2029  N/A                                 0.875 per cent. UK Treasury Gilt due 22 October 2029 (ISIN: GB00BJMHB534)  235 bps

* Prior to the date hereof, the Company has received indications in respect of
£85,597,000 in aggregate nominal amount of the 2031 Notes; £48,000,000 in
aggregate nominal amount of the 2026 Notes; and £39,549,000 in aggregate
nominal amount of the 2029 Notes, to tender such Notes in the relevant Offers
on the terms set out in the Tender Offer Memorandum.

** Priority of Acceptance - the Company does not intend to accept any valid
tenders of 2026 Notes or 2029 Notes in the circumstances where (i) it has not
accepted all valid tenders of 2031 Notes in full, with no pro rata scaling and
(ii) 80 per cent. or more of the nominal amount of the originally issued 2031
Notes are accepted for purchase pursuant to the relevant Offer such that the
Company may then elect to exercise its option to redeem all (but not some
only) of the remaining outstanding 2031 Notes pursuant to their terms and
conditions, as further described herein.

Rationale for the Offers

The purpose of the Offers is to optimise the capital structure and debt
profile of the Group.

Alongside the Offers, the Group has also announced the launch of a proposed
issue of the New Notes. The Company intends that the net proceeds of the issue
of the New Notes will be used by the Company for its general corporate
purposes, including to fund the purchase of the Notes pursuant to the Offers,
provided that the Company intends to use an amount equal to the net proceeds
of the New Notes for the purposes of financing or refinancing, in whole or in
part, sustainability projects (as further described in the Preliminary
Offering Memorandum).

The issue of the New Notes and the Offers are intended to extend duration and
reduce the debt refinancing risk of the Group. The Notes purchased by the
Company pursuant to the relevant Offer(s) are expected to be cancelled and
will not be re-issued or re-sold.

Purchase Prices and Accrued Interest

In respect of each Series, the Company will, on the Settlement Date, pay for
Notes of the relevant Series validly tendered and accepted by it for purchase
pursuant to the relevant Offer, a cash purchase price for such Notes (in
respect of each Series, a Purchase Price) to be determined by the Company (in
consultation with the Dealer Managers) at or around 11.00 a.m. (London time)
(the Pricing Time) in the manner described in the Tender Offer Memorandum on
17 September 2024 (the Pricing Date) by reference to the sum (each such sum, a
Purchase Yield) of (i) the relevant Purchase Spread specified in the table
above; and (ii) the relevant Benchmark Security Rate.

The Purchase Price in respect of each Series of Notes will be determined in
accordance with market convention and expressed as a percentage of the nominal
amount of the relevant Series accepted for purchase pursuant to the relevant
Offer (rounded to the nearest 0.001 per cent., with 0.0005 per cent. rounded
upwards), and is intended to reflect (a) in the case of the 2031 Notes, a
yield to 15 October 2025, being the first optional par call date in respect of
the 2031 Notes, and (b) in the case of the 2026 Notes and the 2029 Notes, a
yield to the maturity date of the relevant Series; in each case on the
Settlement Date based on the relevant Purchase Yield. Specifically, the
Purchase Price in respect of each Series will equal (a) the value of all
remaining payments of nominal and interest on the relevant Series up to and
including (i) in the case of the 2031 Notes, 15 October 2025 with the payment
of the nominal assumed thereon, or (ii) in the case of the 2026 Notes and the
2029 Notes, the scheduled maturity date of the relevant Series, in each case
discounted to the Settlement Date at a discount rate equal to the relevant
Purchase Yield, minus (b) Accrued Interest in respect of the relevant Series.

The Company will also pay an Accrued Interest Payment in respect of Notes
accepted for purchase pursuant to the Offers.

The Company's right to redeem following the repurchase (and cancellation) or
redemption of 80 per cent. of each of the 2031 Notes and the 2029 Notes

Under the terms and conditions of each of the 2031 Notes and the 2029 Notes,
in the event that 80 per cent. or more of the nominal amount of the originally
issued 2031 Notes or 2029 Notes, as applicable, have been repurchased and
cancelled, then the Company may, at its option, redeem all (but not some only)
of the remaining outstanding 2031 Notes or 2029 Notes, as applicable, at their
nominal amount together with any accrued and unpaid interest to (but
excluding) the relevant redemption date (such interest, including any arrears
of interest, to be calculated in accordance with the terms and conditions of
the relevant Series of Notes), subject in each case to the Company having
given the relevant Noteholders not less than 30 nor more than 60 days' notice
and certain other relevant conditions being satisfied.

Holders of the 2031 Notes and the 2029 Notes should be aware that, as of 3:00
p.m. (London Time) on 6 September 2024, indicative values for the Purchase
Price for each of the 2031 Notes and the 2029 Notes were 102.403 per cent. and
109.188 per cent., respectively.

Any future decision by the Company to redeem the outstanding 2031 Notes and/or
the 2029 Notes will depend on various factors existing at that time. No
assurance can be given that the 80 per cent. threshold described above will or
will not be met in respect of either or both Series pursuant to the relevant
Offer(s); furthermore, although there can be no assurance, in the event such
threshold in respect of either or both Series is met, as to whether or when
the Company will choose to exercise its option to redeem the 2031 Notes and/or
the 2029 Notes, (i) in respect of the 2031 Notes, it is the intention of the
Company to exercise its option if the Company has accepted all valid tenders
of 2031 Notes for purchase pursuant to the relevant Offer in full; and (ii) in
respect of the 2029 Notes, the Company may exercise its option if the Company
has accepted all valid tenders of 2029 Notes for purchase pursuant to the
relevant Offer in full.

2031 Notes - Acceptance and No Scaling

If the Company decides to accept valid tenders of 2031 Notes for purchase
pursuant to the relevant Offer, it will (subject to the satisfaction (or
waiver) of the New Financing Condition on or prior to the Settlement Date)
accept for purchase all of the 2031 Notes that are validly tendered pursuant
to the relevant Offer in full, with no pro rata scaling.

2026 Notes and 2029 Notes - Acceptance Amount and Pro-ration

2026 Notes and 2029 Notes Acceptance Amount

If the Company decides to accept any validly tendered 2026 Notes and/or 2029
Notes for purchase pursuant to the relevant Offer(s), the Company proposes
that the aggregate nominal amount of 2026 Notes and 2029 Notes it will accept
for purchase (subject to the satisfaction or waiver of the New Financing
Condition on or prior to the Settlement Date) will be no greater than
£250,000,000 less the aggregate nominal amount of any 2031 Notes validly
tendered and accepted for purchase by the Company, although the Company
reserves the right, in its sole and absolute discretion, to accept
significantly more or significantly less than (or none of) such amount for
purchase pursuant to the relevant Offer(s) (the final aggregate amount of 2026
Notes and 2029 Notes accepted for purchase pursuant to the relevant Offers
being the 2026 Notes and 2029 Notes Acceptance Amount).

The Company will determine the allocation of the 2026 Notes and 2029 Notes
Acceptance Amount between the 2026 Notes and the 2029 Notes in its sole and
absolute discretion, and reserves the right to accept significantly more or
significantly less than (or none of) the Notes of one Series as compared to
the other Series (the final aggregate nominal amount of each Series (if any)
accepted for purchase pursuant to the relevant Offer being a Series Acceptance
Amount). For the avoidance of doubt, the Company reserves the right to accept,
in its sole and absolute discretion, only the 2026 Notes or only the 2029
Notes for purchase pursuant to the relevant Offer.

Pro-ration

If the Company decides to accept any validly tendered 2026 Notes and/or 2029
Notes for purchase pursuant to the relevant Offer(s) and the aggregate nominal
amount of 2026 Notes and/or 2029 Notes validly tendered for purchase pursuant
to the relevant Offer(s) is greater than the relevant Series Acceptance
Amount, the Company intends to accept such 2026 Notes and/or 2029 Notes for
purchase on a pro rata basis such that the aggregate nominal amount of such
Series accepted for purchase pursuant to the relevant Offer is no greater than
such Series Acceptance Amount.

Priority of Acceptance

The Company does not intend to accept any valid tenders of 2026 Notes or 2029
Notes in the circumstances where (i) it has not accepted all valid tenders of
2031 Notes in full, with no pro rata scaling and (ii) 80 per cent. or more of
the nominal amount of the originally issued 2031 Notes are accepted for
purchase pursuant to the relevant Offer such that the Company may then elect
to exercise its option to redeem all (but not some only) of the remaining
outstanding 2031 Notes pursuant to their terms and conditions, as further
described above under "The Company's right to redeem following the repurchase
(and cancellation) or redemption of 80 per cent. of each of the 2031 Notes and
the 2029 Notes".

New Financing Condition

The Company announces today its intention to issue a new series of
sterling-denominated subordinated tier 2 notes (the New Notes), subject to
market conditions.

Whether the Company will purchase any Notes validly tendered in the Offers is
subject, without limitation, to the successful completion (in the sole
determination of the Company) of the issue of the New Notes (the New Financing
Condition) on or prior to the Settlement Date.

Even if the New Financing Condition is satisfied, the Company is under no
obligation to accept for purchase any Notes tendered pursuant to the relevant
Offer(s). The acceptance for purchase by the Company of Notes validly tendered
pursuant to the relevant Offer(s) is at the sole and absolute discretion of
the Company, and tenders may be rejected by the Company for any reason.

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in the final offering memorandum prepared
by the Company in connection with the issue and listing of the New Notes
(including any amendment or supplement thereto, the Final Offering
Memorandum), and no reliance is to be placed on any other representations
other than those contained in the Final Offering Memorandum.

For the avoidance of doubt, the ability to purchase any New Notes is subject
to all applicable securities laws and regulations in force in any relevant
jurisdiction (including the jurisdiction of the relevant Noteholder and the
selling restrictions set out in the Final Offering Memorandum). It is the sole
responsibility of each Noteholder to satisfy itself that it is eligible to
purchase the New Notes.

The New Notes have not been, and will not be, offered or sold in the United
States. Nothing in this announcement nor the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy either the
New Notes in the United States or any other jurisdiction.  Securities may not
be offered, sold or delivered in the United States absent registration under,
or an exemption from the registration requirements of, the United States
Securities Act of 1933, as amended (the Securities Act).  The New Notes 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 (as
defined in Regulation S of the Securities Act (each a U.S. Person)).

Compliance information for the New Notes:

UK MiFIR - professionals/ECPs-only / No PRIIPs or UK PRIIPs KID - Manufacturer
target market is eligible counterparties and professional clients only (all
distribution channels). No key information document (KID) under Regulation
(EU) No 1286/2014 or Regulation (EU) No 1286/2014 as it forms part of the
domestic law of the United Kingdom by virtue of the EUWA has been or will be
prepared as the New Notes are not available to retail investors in EEA or
United Kingdom.

See the preliminary offering memorandum dated 9 September 2024 prepared by the
Company in connection with the issue and listing of the New Notes (including
any amendment or supplement thereto, the Preliminary Offering Memorandum) for
further information.

No action has been or will be taken in any jurisdiction in relation to the New
Notes to permit a public offering of securities.

Allocation of the New Notes

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

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

Noteholders should note that the pricing and allocation of the New Notes are
expected to take place prior to the Expiration Deadline for the Offers and any
Noteholder that wishes to subscribe for New Notes in addition to tendering
Notes for purchase pursuant to the relevant Offer(s) should therefore provide,
as soon as practicable, to either Dealer Manager any indications of a firm
intention to tender Notes for purchase pursuant to the relevant Offer(s) and
the quantum of Notes that it intends to tender.

Commitments to participate in the relevant Offers

Prior to the date hereof, the Company has received indications in respect of
£85,597,000 in aggregate nominal amount of the 2031 Notes; £48,000,000 in
aggregate nominal amount of the 2026 Notes; and £39,549,000 in aggregate
nominal amount of the 2029 Notes, to tender such Notes in the relevant Offers
on the terms set out in the Tender Offer Memorandum.

General

The Offers begin on 9 September 2024 (the Launch Date) and will expire at 4.00
p.m. (London Time) on 16 September 2024 (the Expiration Deadline), unless
extended, re-opened or terminated as provided in the Tender Offer Memorandum.

In order to be eligible to receive the relevant Purchase Price, Noteholders
must validly tender their Notes by the Expiration Deadline, by delivering, or
arranging to have delivered on their behalf, a valid Tender Instruction that
is received by the Tender Agent by the Expiration Deadline.  The deadlines
set by any intermediary or clearing system will be earlier than the deadlines
specified above.

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.  Tender Instructions must be
submitted in respect of at least the minimum denomination in respect of the
Notes (being £100,000) and integral multiples of £1,000 thereafter.

Indicative Timetable for the Offers

 Events                                                                           Times and Dates

                                                                                  (all times are London Time)
 Launch Date                                                                      9 September 2024

 Offers announced and Tender Offer Memorandum available from the Tender Agent

 Notice of Offers published on the Luxembourg Stock Exchange's website at www.l
 (http://www.luxse.com) uxse (http://www.luxse.com) .c (http://www.luxse.com)
 om (http://www.luxse.com)
 Expiration Deadline                                                              4.00 p.m. on 16 September 2024

 Deadline for receipt by the Tender Agent of all Tender Instructions.
 Announcement of Indicative Results                                               Prior to the Pricing time on 17 September 2024

 Announcement by the Company of the aggregate nominal amount of Notes of each
 Series validly tendered in the Offers, together with a non-binding indication
 of the level at which it expects to set the 2026 Notes and 2029 Notes
 Acceptance Amount, each Series Acceptance Amount for the 2026 Notes and the
 2029 Notes and (if applicable) indicative details of any Pro-ration Factors
 that will apply to valid tenders of 2026 Notes and/or 2029 Notes (if
 applicable) in the event that the Company decides to accept (subject to the
 satisfaction (or waiver) of the New Financing Condition on or prior to the
 Settlement Date) valid tenders of such Notes pursuant to the relevant
 Offer(s).
 Pricing Time                                                                     At or around 11.00 a.m. on 17 September 2024

 Determination of each Benchmark Security Rate, each Purchase Yield and each
 Purchase Price.
 Announcement of Final Results and Pricing                                        As soon as reasonably practicable after the Pricing Time on 17 September 2024

 Announcement by the Company of whether (subject to satisfaction (or waiver) of
 the New Financing Condition on or prior to the Settlement Date) it accepts for
 purchase Notes validly tendered in the Offers and, if so, the 2026 Notes and
 2029 Notes Acceptance Amount, each Series Acceptance Amount, each Benchmark
 Security Rate, each Purchase Yield, each Purchase Price, any Pro-ration
 Factors that will be applied to valid tenders of 2026 Notes and/or the 2029
 Notes (if applicable) and the aggregate nominal amount of each Series that
 will remain outstanding after the Settlement Date.
 Settlement Date                                                                  Expected to be 19 September 2024

 Subject to the satisfaction (or waiver) of the New Financing Condition,
 payment of the relevant Purchase Price and the relevant Accrued Interest
 Payments in respect of the Notes accepted for purchase.

Subject to applicable law and as provided in the Tender Offer Memorandum, the
Company may, in its sole and absolute discretion, extend, re-open, amend,
waive any condition of or terminate an Offer at any time and the above times
and dates are subject to the right of the Company to so extend, re-open, amend
and/or terminate any Offer. Accordingly, the actual timetable may differ
significantly from the timetable above. This summary is qualified in its
entirety by, and should be read in conjunction with, the more detailed
information appearing in the Tender Offer Memorandum.

Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, an Offer before the
deadlines specified 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 specified above and in the Tender Offer Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be
made by the Company by (i) publication on the website of the Luxembourg Stock
Exchange at www.luxse.com and (ii) delivery of notices to the Clearing Systems
for communication to Direct Participants. Such announcements may also be found
on the relevant Reuters Insider Screen and be made by the issue of a press
release to a Notifying News Service. Significant delays may be experienced in
respect of notices delivered to the Clearing Systems and Noteholders are urged
to contact the Tender Agent for the relevant announcements during the course
of the Offers, the contact details for which are set out below.

Further Information

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

Requests for information in relation to the Offers should be directed to:

 THE DEALER MANAGERS
 HSBC Bank plc                          Morgan Stanley & Co. International plc

 8 Canada Square                        25 Cabot Square

 London E14 5HQ                         Canary Wharf

 United Kingdom                         London E14 4QA

 Telephone: +44 20 7992 6237            United Kingdom

Attention: Liability Management, DCM

 Email: LM_EMEA@hsbc.com

                                        Telephone: +44 20 7677 4828

                                        Attention: Liability Management Team

                                        Email: liabilitymanagementeurope@morganstanley.com

Requests for information in relation to the procedures for tendering Notes in,
and for any documents or materials relating to, the Offers should be directed
to:

THE TENDER AGENT

Kroll Issuer Services Limited

The Shard

32 London Bridge Street

London SE1 9SG

United Kingdom

Telephone: +44 20 7704 0880

Attention: Owen Morris

Email: justgroup@is.kroll.com

Website: https://deals.is.kroll.com/justgroup

This announcement is made by Just Group 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, encompassing
information relating to the Offers described above. For the purposes of MAR
and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by Simon Watson, Company Secretary at the Company and
Hilary Black, Senior Assistant Company Secretary at the Company.

 

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.  Any Noteholder who is in any doubt as to
the action it should take, is recommended to seek its own financial and legal
advice, including as to any tax consequences, immediately from its broker,
bank manager, solicitor, accountant or other independent financial, tax or
legal adviser.  Any individual or company whose Notes are held on its behalf
by a broker, dealer, bank, custodian, trust company or other nominee must
contact such entity if it wishes to tender such Notes in the Offers. None of
the Company, the Dealer Managers or the Tender Agent makes any recommendation
whether Noteholders should tender Notes in the Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions may be restricted by law.  Persons into whose
possession this announcement and/or the Tender Offer Memorandum come(s) are
required by each of the Company, 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
Notes that would permit a public offering of securities. The minimum
denomination of the New Notes will be £100,000.

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

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. This includes, but is
not limited to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The Notes 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.  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.  Any purported tender of
Notes in an Offer resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes 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.

Neither this announcement nor the Tender Offer Memorandum is 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
Notes 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 Notes participating in any Offer will represent that 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. 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.

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.  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 (as amended, the Financial Promotion Order)) or within Article 43 of the
Financial Promotion Order, or to any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.

Italy. None of the Offers, this announcement, the Tender Offer Memorandum or
any other document or materials relating to the Offers have been or will be
submitted to the clearance procedures of the Commissione Nazionale per le
Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.  Each
Offer is being carried out in 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. Accordingly,
Noteholders or beneficial owners of the Notes that are located in Italy can
tender Notes for purchase in the Offers 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. 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
Notes or the Offers.

France. The Offers are not being made, directly or indirectly, to the public
in the Republic of France (France). None of this announcement, the Tender
Offer Memorandum or 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.  Neither
this announcement nor the Tender Offer Memorandum have been or will be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.

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