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REG - BP Capital Markets - Tender Offer

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RNS Number : 7885Y  BP Capital Markets PLC  09 May 2023

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR
MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF
THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON
LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND
POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN
SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED
STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (the United States) OR IN OR
INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR
DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS"
BELOW).

BP Capital Markets p.l.c. announces tender offers for certain series of its
Euro denominated Notes

9 May 2023.

BP Capital Markets p.l.c. (the Offeror) today announces separate invitations
to holders of its outstanding (i) €1,000,000,000 1.876 per cent. Guaranteed
Notes due 2024 (ISIN: XS2135797202) (the April 2024 Notes); (ii)
€1,000,000,000 0.900 per cent. Guaranteed Notes due 2024 (ISIN:
XS1851277969) (the July 2024 Notes); (iii) €850,000,000 0.830 per cent.
Guaranteed Notes due 2024 (ISIN: XS1492671158) (the September 2024 Notes);
(iv) €750,000,000 1.953 per cent. Guaranteed Notes due 2025 (ISIN:
XS1375957294) (the March 2025 Notes); (v) €850,000,000 1.077 per cent.
Guaranteed Notes due 2025 (ISIN: XS1637863629) (the June 2025 Notes); (vi)
€1,000,000,000 2.972 per cent. Guaranteed Notes due 2026 (ISIN:
XS1040506898) (the February 2026 Notes); (vii) €850,000,000 2.213 per cent.
Guaranteed Notes due 2026 (ISIN: XS1114473579) (the September 2026 Notes);
(viii) €1,250,000,000 1.573 per cent. Guaranteed Notes due 2027 (ISIN:
XS1190974011) (the February 2027 Notes); (ix) €1,100,000,000 0.831 per cent.
Guaranteed Notes due 2027 (ISIN: XS1992931508) (the November 2027 Notes); and
(x) €900,000,000 1.594 per cent. Guaranteed Notes due 2028 (ISIN:
XS1851278777) (the 2028 Notes and, together with the April 2024 Notes, the
July 2024 Notes, the September 2024 Notes, the March 2025 Notes, the June 2025
Notes, the February 2026 Notes, the September 2026 Notes, the February 2027
Notes and the November 2027 Notes, the Notes and each a Series), each
guaranteed by BP p.l.c. (the Parent), to tender their Notes for purchase by
the Offeror for cash (each an Offer and together the Offers).

The Offers are being made on the terms and subject to the conditions contained
in the tender offer memorandum dated 9 May 2023 (the Tender Offer Memorandum)
prepared by the Offeror, and 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 defined have the meanings given to
them in the Tender Offer Memorandum.

 

 

 Priority Level  Notes                 Coupon           ISIN / Common Code        Outstanding Nominal Amount  Relevant Benchmark Rate                          Purchase Spread  Purchase Price                                                                Target Consideration Amount
 1               April 2024 Notes      1.876 per cent.  XS2135797202 / 213579720  €1,000,000,000              N/A                                              N/A              98.850 per cent.                                                              Subject as set out in the Tender Offer Memorandum, an aggregate nominal amount
                                                                                                                                                                                                                                                              of Notes such that the total amount payable for such Notes is up to
                                                                                                                                                                                                                                                              €1,500,000,000 (excluding for payment of Accrued Interest (as defined in the
                                                                                                                                                                                                                                                              Tender Offer Memorandum) in respect of Notes accepted for purchase)
 1               March 2025 Notes      1.953 per cent.  XS1375957294 / 137595729  €750,000,000                March 2025 Notes Interpolated Mid-Swap Rate      -45 bps          To be determined as set out herein by reference to (i) the relevant Purchase
                                                                                                                                                                                Spread; and (ii) the relevant Benchmark Rate

 1               June 2025 Notes       1.077 per cent.  XS1637863629 / 163786362  €464,515,000                June 2025 Notes Interpolated Mid-Swap Rate       -40 bps
 1               February 2027 Notes   1.573 per cent.  XS1190974011 / 119097401  €1,250,000,000              February 2027 Notes Interpolated Mid-Swap Rate   15 bps
 1               November 2027 Notes   0.831 per cent.  XS1992931508 / 199293150  €481,220,000                November 2027 Notes Interpolated Mid-Swap Rate   15 bps
 2               July 2024 Notes       0.900 per cent.  XS1851277969 / 185127796  €329,488,000                July 2024 Notes Interpolated Mid-Swap Rate       -50 bps
 2               September 2024 Notes  0.830 per cent.  XS1492671158 / 149267115  €430,677,000                September 2024 Notes Interpolated Mid-Swap Rate  -50 bps
 2               February 2026 Notes   2.972 per cent.  XS1040506898 / 104050689  €1,000,000,000              February 2026 Notes Interpolated Mid-Swap Rate   -10 bps
 2               September 2026 Notes  2.213 per cent.  XS1114473579 / 111447357  €850,000,000                September 2026 Notes Interpolated Mid-Swap Rate  10 bps
 2               2028 Notes            1.594 per cent.  XS1851278777 / 185127877  €567,676,000                2028 Notes Interpolated Mid-Swap Rate            25 bps

Summary of the Offers

Rationale for the Offers

The Offers allow the Offeror to manage its bond redemption profile, and are
consistent with the Offeror's priority to maintain a strong, resilient balance
sheet.

The Offeror intends to cancel all Notes it purchases pursuant to the relevant
Offer(s).

Purchase Prices and Accrued Interest

In respect of each Series, for any Notes of the relevant Series validly
tendered and accepted for purchase by the Offeror pursuant to the relevant
Offer, the Offeror will pay a purchase price for such Notes (each a Purchase
Price):

(a)           in the case of the April 2024 Notes, 98.850 per cent. of
the nominal amount of such Notes (the April 2024 Notes Purchase Price); or

(b)           in the case of each other Series (the Fixed Purchase Spread
Notes), to be determined at or around 11.00 a.m. (London time) on 17 May 2023
(the Pricing Time) in each case in accordance with standard market practice 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 Rate.

The Purchase Price in respect of each Series of Fixed Purchase Spread Notes
will be determined in accordance with market convention and expressed as a
percentage of the nominal amount of the relevant Fixed Purchase Spread Notes
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 yield to maturity of the relevant Series of Fixed Purchase Spread
Notes on the Settlement Date based on the relevant Purchase Yield.
Specifically, the Purchase Price applicable to a particular Series of Fixed
Purchase Spread Notes will equal (a) the value of all remaining payments of
principal and interest on the relevant Series of Fixed Purchase Spread Notes
up to and including the scheduled maturity date of the relevant Series of
Fixed Purchase Spread Notes, in each case discounted to the Settlement Date at
a discount rate equal to the relevant Purchase Yield, minus (b) Accrued
Interest for such Series of Fixed Purchase Spread Notes.

The Offeror will also pay an Accrued Interest Payment in respect of any Notes
accepted for purchase pursuant to the relevant Offer(s).

Target Consideration Amount, Final Consideration Amount and Priority of
Acceptance

Target Consideration Amount and Final Consideration Amount

If the Offeror decides to accept any validly tendered Notes for purchase
pursuant to the relevant Offer(s), it proposes to accept for purchase an
aggregate nominal amount of such Notes such that the total amount payable by
it for all such Notes accepted for purchase pursuant to the relevant Offer(s)
(excluding all Accrued Interest Payments in respect of such Notes accepted for
purchase) is up to €1,500,000,000 (the Target Consideration Amount),
although the Offeror reserves the right, in its sole discretion, to allocate a
significantly lower or a significantly higher amount for the purchase of Notes
pursuant to the relevant Offer(s) (the final amount so allocated for the
purchase of Notes being the Final Consideration Amount).

Priority of Acceptance

If the Offeror decides to accept any Notes for purchase pursuant to the
relevant Offer(s), it proposes to accept Notes validly tendered for purchase
pursuant to the relevant Offer(s) in the order of the related Priority Level
set out in the table above (each a Priority Level), beginning with the Notes
with Priority Level 1. The Offeror does not intend to accept any valid tenders
of Notes shown in the table above with a Priority Level of 2 unless it has
accepted all valid tenders of Notes shown in the table above with a Priority
Level of 1 in full, with no pro rata scaling.  The final aggregate amount
payable for all Notes accepted for purchase in respect of each Priority Level
(excluding all Accrued Interest Payments in respect of such Notes accepted for
purchase) is referred to as a Priority Level Consideration Amount.

The Offeror will determine the allocation of a Priority Level Consideration
Amount between each Series with the relevant Priority Level in its sole
discretion, and reserves the right to accept significantly more or
significantly less (or none) of any Series as compared to any other Series
with the same Priority Level (the final aggregate nominal amount of each
Series (if any) accepted for purchase pursuant to the relevant Offer being a
Series Acceptance Amount).

Scaling

In respect of each Series, if the Offeror decides to accept any validly
tendered Notes of such Series for purchase pursuant to the relevant Offer and
the aggregate nominal amount of the relevant Series validly tendered for
purchase is greater than the relevant Series Acceptance Amount, the Offeror
intends to accept such 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, as further
described in the Tender Offer Memorandum.

Concurrent issuance of New Notes

Concurrently with the announcement of the Offers on 9 May 2023, BP Capital
Markets B.V. (the Issuer) intends to launch proposed issues of two new series
of euro-denominated fixed rate notes, in each case to be guaranteed by the
Parent, (together, the New Notes) under the Issuer's, the Offeror's and the
Parent's US$40,000,000,000 Debt Issuance Programme (the Programme), in each
case subject to market conditions.

Any investment decision to purchase any New Notes should be made solely on the
basis of the information contained in (i) the base prospectus dated 5 August
2022, as supplemented by the supplementary prospectuses dated 15 February 2023
and 2 May 2023, in each case published by the Issuer, the Offeror and the
Parent relating to the Programme (together, the Programme Prospectus); and
(ii) the relevant final terms to be published by the Issuer relating to the
relevant series of New Notes, and no reliance is to be placed on any
information given or any representations made in connection with the New Notes
other than those contained in the Programme Prospectus and the relevant final
terms to be published by the Issuer relating to the relevant series of New
Notes.

The New Notes and the respective guarantees thereof are not being, and will
not be, offered or sold in the United States.  Nothing in this announcement
or the Tender Offer Memorandum constitutes an offer to sell or the
solicitation of an offer to buy the New Notes or the respective guarantees
thereof 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 and
the respective guarantees thereof have not been, and will not be, registered
under the Securities Act or the securities laws of any state or other
jurisdiction of the United States and may not be offered, sold or delivered,
directly or indirectly, within the United States or to, or for the account or
benefit of, U.S. persons.

Compliance information for the New Notes:

UK MiFIR professionals/ECPs-only/No UK PRIIPs KID - eligible counterparties
and professional clients only (all distribution channels). No sales to UK
retail investors; no key information document has been or will be prepared in
connection with either series of New Notes. MiFID II
professionals/ECPs-only/No EU PRIIPS KID - eligible counterparties and
professional clients only (all distribution channels). No sales to EEA retail
investors; no key information document has been or will be prepared in
connection with either series of New Notes.

See the Programme Prospectus and the relevant final terms to be published
relating to the relevant series of New Notes for further information.

Whether the Offeror will purchase any Notes validly tendered in the relevant
Offer(s) is not conditional on the successful completion of the offering of
either series of the New Notes.

Tender Instructions

In order to participate in, and be eligible to receive the relevant Purchase
Price and Accrued Interest Payment pursuant to the relevant Offer, Noteholders
must validly tender their Notes by delivering, or arranging to have delivered
on their behalf, a valid Tender Instruction that is received by the Tender
Agent by 4.00 p.m. (London time) on 16 May 2023, unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer Memorandum (the
Expiration Deadline).

Tender Instructions will be irrevocable except in the limited circumstances
described in the Tender Offer Memorandum.

Tender Instructions must be submitted in respect of a minimum nominal amount
of Notes of the relevant Series of no less than the minimum denomination for
such Series, being €100,000, and may thereafter be submitted in integral
multiples of the relevant permitted integral multiple amount for such Series,
being €1,000.

A separate Tender Instruction must be completed on behalf of each beneficial
owner and in respect of each Series.

Indicative Timetable for the key events relating to the Offers

 Events                                                                           Times and Dates

                                                                                  (All times are London time)
 Commencement of the Offers                                                       Tuesday, 9 May 2023

 Offers announced. Tender Offer Memorandum available from the Tender Agent.
 Expiration Deadline                                                              4.00 p.m. on Tuesday, 16 May 2023

 Final deadline for receipt of valid Tender Instructions by the Tender Agent in
 order for Noteholders to be able to participate in the Offers.
 Announcement of Indicative Results
 Announcement by the Offeror of a non-binding indication of the level at which    Prior to the Pricing Time on Wednesday, 17 May 2023
 it expects to set each Series Acceptance Amount, and indicative details of any
 Scaling Factor applicable to valid tenders of Notes of each relevant Series
 that will be applied in the event that it decides to accept valid tenders of
 Notes of such Series pursuant to the relevant Offer(s).
 Pricing Time
 In respect each Series of Fixed Purchase Spread Notes, determination of each     At or around 11.00 a.m. on Wednesday, 17 May 2023
 applicable Benchmark Rate, each applicable Purchase Yield and each applicable
 Purchase Price.
 Announcement of Results and Pricing

 Announcement of whether the Offeror will accept valid tenders of Notes           As soon as reasonably practicable after the Pricing Time on Wednesday, 17 May
 pursuant to all or any of the Offers and, if so accepted, (i) each Series        2023
 Acceptance Amount, (ii) for each applicable Series of Fixed Purchase Spread
 Notes, each Benchmark Rate, each Purchase Yield and each Purchase Price and
 (iii) any Scaling Factors that will be applied to Notes of any Series.
 Settlement Date                                                                  Friday, 19 May 2023

 Expected Settlement Date for the Offers.

The times and dates above are indicative only. The Offeror may, in its sole
discretion, extend, re-open, amend, waive any condition of or terminate any
Offer at any time (subject to applicable law and as provided in the Tender
Offer Memorandum) and the above times and dates are subject to the right of
the Offeror to so extend, re-open, amend and/or terminate any Offer.
Accordingly, the actual timetable may differ significantly from the timetable
above. Noteholders are advised to check with any broker, dealer, bank,
custodian, trust company, nominee 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 set out above.
 The deadlines set by any such intermediary and each Clearing System for the
submission and (where permitted) withdrawal of Tender Instructions will be
earlier than the relevant deadlines set out above and in the Tender Offer
Memorandum.

Unless stated otherwise, announcements in connection with the Offers will be
made (i) by publication through RNS and (ii) by the delivery of notices to the
Clearing Systems for communication to Direct Participants.  Such
announcements may also be made on the relevant Reuters Insider Screen and by
the issue of a press release to a Notifying News Service.  Copies of all such
announcements, press releases and notices can also be obtained upon request
from the Tender Agent, the contact details for which are below.  Significant
delays may be experienced where notices are delivered to the Clearing Systems
and Noteholders are urged to contact the Tender Agent for the relevant
announcements during the course of the Offers.

Questions and requests for assistance in connection with (i) the Offers may be
directed to the Dealer Managers, and (ii) the delivery of Tender Instructions
may be directed to the Tender Agent, the contact details for each of which are
set out below.

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

 DEALER MANAGERS
 Barclays Bank PLC                       Standard Chartered Bank

 1 Churchill Place                       Standard Chartered Bank

 Canary Wharf                            1 Basinghall Avenue

 London E14 5HP                          London EC2V 5DD

 United Kingdom                          United Kingdom

 Telephone: +44 20 3134 8515             Telephone: +442078855739

 Attention: Liability Management Group   Attention: Liability Management

 Email: eu.lm@barclays.com               Email: liability_management@sc.com
 TENDER AGENT
 Kroll Issuer Services Limited

 The Shard

 32 London Bridge Street

 London SE1 9SG

 United Kingdom

 Telephone: +44 20 7704 0880

 Attention: Arlind Bytyqi

 Email: bp@is.kroll.com

 Offer Website: https://deals.is.kroll.com/bp

This announcement is released by the Offeror 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 (MAR) as it forms part
of UK domestic law by virtue of the EUWA (UK MAR), encompassing information
relating to the Offers described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by Gary Admans,
Head of Capital Markets at the Parent.

LEI Number: 549300CRVT18MXX0AG93

DISCLAIMER This announcement must be read in conjunction with the Tender Offer
Memorandum. This announcement and the Tender Offer Memorandum contain
important information which should be read carefully before any decision is
made with respect to the Offers.  If any Noteholder is in any doubt as to the
contents of the Tender 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 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 pursuant to the Offers. None of the Offeror, the Parent, the Dealer
Managers or the Tender Agent or any of their respective directors, officers,
employees, agents or affiliates makes any recommendation whether Noteholders
should tender Notes pursuant to the Offers.

Offer and Distribution Restrictions

The distribution of this announcement and/or 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 Offeror, the Parent, the Dealer Managers and the
Tender Agent to inform themselves about, and to observe, any such
restrictions. Nothing in this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or a solicitation of an offer to sell Notes (and
tenders of Notes in the Offers will not be accepted from any Noteholders) 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 any Dealer Manager or any of the
Dealer Managers' respective affiliates is such a licensed broker or dealer in
any such jurisdiction, such Offer shall be deemed to be made by such Dealer
Manager or such affiliate, as the case may be, on behalf of the Offeror in
such jurisdiction.

Nothing in  this announcement, the Tender Offer Memorandum  nor the
electronic transmission thereof constitutes an offer to sell or the
solicitation of an offer to buy the New Notes in the United States or any
other 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 the Offers 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 (as defined in
Regulation S of the Securities Act (each a U.S. Person)). 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 guarantee 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.

Each Noteholder participating in an 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.

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. 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 from time to time, and
Legislative Decree No. 385 of 1 September 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
Notes and/or the Offers.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers is not being made and such
documents and/or materials have not been approved by an authorised person for
the purposes of section 21 of the Financial Services and Markets Act 2000.
 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 of the
Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in the
Republic of France (France).  Neither this announcement, the Tender Offer
Memorandum nor any other document or material relating to the Offers have been
or shall 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 marches financiers.

Belgium

The Offers are not being made, and will not be made or advertised, directly or
indirectly, to any individual in Belgium qualifying as a consumer within the
meaning of Article I.1 of the Belgian Code of Economic Law, as amended from
time to time (a Belgian Consumer) and neither this announcement, the Tender
Offer Memorandum or any other documents or materials relating to the Offers
have been or shall be distributed, directly or indirectly, in Belgium to
Belgian Consumers.

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
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.   END  TENALMRTMTBMMAJ

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