REG - Hungary - Tender Offer Launch
04/01/2023 10:00
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RNS Number : 6411L Hungary 04 January 2023
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY
JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE UNLAWFUL (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW).
January 4, 2023
HUNGARY ANNOUNCES TENDER OFFERS FOR EACH OF ITS OUTSTANDING U.S.$2,000,000,000
5.750% NOTES DUE 2023 (OF WHICH U.S.$1,151,760,000 IS OUTSTANDING) AND
U.S.$2,000,000,000 5.375% NOTES DUE 2024 (OF WHICH U.S.$1,642,972,000 IS
OUTSTANDING).
Hungary (the "Offeror"), announces today its invitations to eligible holders
(subject to the offer restrictions referred to below) of its outstanding (a)
U.S.$2,000,000,000 5.750% Notes due 2023 (of which U.S.$1,151,760,000 is
outstanding) (the "November 2023 Notes") (ISIN: US445545AJ57 / CUSIP:
445545AJ5) and (b) U.S.$2,000,000,000 5.375% Notes due 2024 (of which
U.S.$1,642,972,000 is outstanding) (the "March 2024 Notes") (ISIN:
US445545AL04 / CUSIP: 445545AL0) (collectively, the "Notes" and each a
"Series") to tender their Notes for purchase by the Offeror for cash (each an
"Offer" and, together, the "Offers").
The Offers are made on the terms and subject to the conditions set out in the
Offeror's Tender Offer Memorandum dated January 4, 2023 (the "Tender Offer
Memorandum").
Copies of the Tender Offer Memorandum are available from the Information and
Tender Agent as set out below. Capitalized terms used in this announcement but
not defined have the meanings given to them in the Tender Offer Memorandum.
Description of Notes ISIN / CUSIP Current Outstanding Principal Amount Benchmark Security Bloomberg Reference Page Maximum Purchase Spread Clearing Spread Indicative Aggregate Amount Subject to the Offers
U.S.$2,000,000,000 5.750% Notes due 2023 (the "November 2023 Notes") US445545AJ57/ 445545AJ5 U.S.$1,151,760,000 0.250% US Treasury Security due November 2023 (ISIN US91282CAW10) PX3 +20 bps To be determined pursuant to a Modified Dutch Auction Procedure Subject to any increase or decrease at the Offeror's sole discretion and as
set out herein, an aggregate principal amount of Notes of U.S.$750,000,000
U.S.$2,000,000,000 5.375% Notes due 2024 (the "March 2024 Notes") US445545AL04 / 445545AL0 U.S.$1,642,972,000 2.250% US Treasury Security due March 2024 (ISIN US91282CEG24) PX4 +20 bps To be determined pursuant to a Modified Dutch Auction Procedure
Purchase Price
Subject to the relevant Minimum Denomination in respect of each Series of
Notes, the Offeror will pay for the Notes of the relevant Series validly
tendered and accepted by it for purchase pursuant to the relevant Offer a
purchase price (the "Purchase Price") to be determined at or around the
Pricing Time on the Pricing Date as follows:
(a) in the case of the November 2023 Notes, an amount per
U.S.$1,000 principal amount of the November 2023 Notes, determined by the sum
(such sum, the "November 2023 Notes Purchase Yield") of a purchase spread
(the "November 2023 Notes Clearing Spread") and the relevant Benchmark
Security Rate; and
(b) in the case of the March 2024 Notes, an amount per U.S.$1,000
principal amount of the March 2024 Notes, determined by the sum (such sum, the
"March 2024 Notes Purchase Yield", with the November 2023 Notes Purchase
Yield, the "Purchase Yields") of a purchase spread (the "March 2024 Notes
Clearing Spread") and the relevant Benchmark Security Rate.
Each Purchase Price will be determined in accordance with market convention
and expressed as an amount per U.S.$1,000 principal amount of the Notes of the
relevant Series, and is intended to reflect a yield to maturity of the Notes
of such Series on the Settlement Date equal to the relevant Purchase Yield.
Specifically, the Purchase Price applicable to a Series will equal (a) the
value of all remaining payments of principal and interest on the relevant
Series up to and including the scheduled maturity date of the relevant Series,
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
up to (but excluding) the Settlement Date.
In respect of any Notes accepted for purchase, the Offeror will also pay an
amount equal to any accrued and unpaid interest on the relevant Notes from,
and including, the interest payment date for such Notes immediately preceding
the Settlement Date up to, but excluding, the Settlement Date, which is
expected to be January 13, 2023.
Following completion of the Offers, Notes repurchased will be cancelled and
the Notes will not be reissued or resold. Notes that have not been validly
tendered at or before the Expiration Deadline and accepted for purchase
pursuant to the Offers will remain outstanding after the Settlement Date.
Clearing Spreads - Modified Dutch Auction Procedure
Each Clearing Spread will be determined pursuant to a modified Dutch auction
procedure, as described in the Tender Offer Memorandum (the "Modified Dutch
Auction Procedure").
Under the Modified Dutch Auction Procedure, the Offeror will determine, in its
sole and absolute discretion, following expiration of the relevant Offer, (i)
the aggregate principal amount of Notes of the relevant Series (if any) it
will accept for purchase pursuant to the relevant Offer (each such amount, a
"Series Acceptance Amount") and (ii) a single clearing spread (expressed in
basis points) that it will use in the calculation of the Purchase Price for
the Notes of each relevant Series (the "Clearing Spread") taking into account
the aggregate principal amount of Notes of such Series tendered in the
relevant Offer and the purchase spreads specified (or deemed to be specified,
as set out below) by tendering Noteholders.
The Clearing Spread applicable to each Series will be not more than:
(a) 20 basis points, in the case of the November 2023 Notes; and
(b) 20 basis points, in the case of the March 2024 Notes.
(each a "Maximum Purchase Spread"), and will otherwise be the highest spread
that will enable the Offeror to purchase the Series Acceptance Amount for such
Series pursuant to the relevant Offer. For technical purposes, each Series
subject to the Modified Dutch Auction Procedure will have a minimum purchase
spread that will be 1 basis point for each of the November 2023 Notes, and
March 2024 Notes. Noteholders should not rely on the minimum purchase spread
when submitting competitive instructions as an indication of the final
clearing spread for the Notes. The final clearing spread may be significantly
greater than the minimum purchase spread.
Maximum Acceptance Amount and Amount Subject to the Offers
The Offeror currently proposes to accept for purchase pursuant to the Offers
an aggregate amount of U.S.$750,000,000 in principal amount of the Notes (the
"Maximum Acceptance Amount") on the terms and conditions contained in the
Tender Offer Memorandum. The Offeror reserves the right, in its sole and
absolute discretion, to accept significantly less than or significantly more
than (or none of) such amount for purchase pursuant to the Offers (the final
amount accepted for purchase pursuant to the Offers being the "Final
Acceptance Amount").
Accrued Interest
The Offeror will also pay an Accrued Interest Payment in respect of Notes of
the relevant Series accepted for purchase pursuant to the relevant Offer.
New Financing Condition
The Offeror is not under any obligation to accept for purchase any Notes
tendered pursuant to the relevant Offer. The acceptance for purchase by the
Offeror of Notes tendered pursuant to the relevant Offer is at the sole and
absolute discretion of the Offeror and tenders may be rejected by the Offeror
for any reason.
The Offeror announced on January 4, 2023 its intention to issue new U.S.
dollar denominated notes (the "New Notes"). Whether the Offeror will accept
for purchase Notes validly tendered in the relevant Offer is subject (unless
such condition is waived by the Offeror in its sole and absolute discretion),
without limitation, to the successful pricing and settlement of the issue(s)
of the New Notes or such other financing as the Offeror may determine on terms
acceptable to it (in each case as determined by the Offeror in its sole and
absolute discretion) (the "New Financing Condition").
Neither this announcement nor the Tender Offer Memorandum is an offer to buy
or sell, or a solicitation of an offer to sell or buy, any New Notes or other
securities in the United States. 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 except pursuant to
an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and applicable state securities laws.
Acceptance Priority and Scaling
The Offeror will determine the allocation of the principal amount of Notes
accepted for purchase between the November 2023 Notes and March 2024 Notes in
its sole and absolute discretion and reserves the right to accept
significantly more or less (or none) of the Notes of any such Series as
compared to the other Series. If the aggregate principal amount of the Notes
of a Series that are validly tendered pursuant to Non-Competitive Tender
Instructions (as defined below), is greater than the relevant Series
Acceptance Amount, the Offeror intends to accept such Notes for purchase
(subject to satisfaction or waiver of the New Financing Condition on or prior
to the Settlement Date) on a pro rata basis such that the aggregate principal
amount of such Series of Notes accepted for purchase is no greater than the
relevant Series Acceptance Amount. In such circumstances, the relevant
Clearing Spread will be the relevant Maximum Purchase Spread, and the Offeror
will not accept for purchase any Notes of such Series tendered pursuant to
Competitive Tender Instructions (as defined below).
If (other than as described in the preceding paragraph) the aggregate
principal amount of November 2023 Notes or March 2024 Notes validly tendered
(i) pursuant to Non-Competitive Tender Instructions and (ii) pursuant to
Competitive Tender Instructions that specify a purchase spread that is greater
than or equal to the relevant Clearing Spread, is greater than the relevant
Series Acceptance Amount, the Offeror intends to accept for purchase (subject
to satisfaction or waiver of the New Financing Condition on or prior to the
Settlement Date) (A) first, all Notes of such Series tendered pursuant to
Non-Competitive Tender Instructions in full, (B) second, all Notes of such
series tendered pursuant to Competitive Tender Instructions for which the
purchase spread is greater than the relevant Clearing Spread and (C) third,
all Notes of such Series tendered at the relevant Clearing Spread on a pro
rata basis such that the aggregate principal amount of Notes of such Series
accepted for purchase is no greater than the relevant Series Acceptance
Amount. For the avoidance of doubt, the Offeror will not accept any Notes
tendered for purchase at a purchase spread below the relevant Clearing Spread.
In the circumstances in which Notes of a Series validly tendered pursuant to
the relevant Tender Offer are to be accepted on a pro rata basis, each such
tender of Notes of the relevant Series will be scaled by a factor (a "Scaling
Factor") equal to (i) the relevant Series Acceptance Amount less the aggregate
principal amount of the Notes of the relevant Series that have been validly
tendered and accepted for purchase and are not subject to acceptance on a pro
rata basis (if any), divided by (ii) the aggregate principal amount of the
Notes of the relevant Series that have been validly tendered and are subject
to acceptance on a pro rata basis (subject to adjustment to allow for the
aggregate principal amount of Notes of such Series accepted for purchase,
following the rounding of tenders of such Notes described in the next
sentence, to be approximately equal to the relevant Series Acceptance Amount).
In the event where both the November 2023 Notes and March 2024 Notes are
accepted on a pro rata basis, there may be a different Scaling Factor for each
Series and not one single Scaling Factor that is applied across both such
Series.
Each tender of Notes accepted on a pro rata basis will be rounded down to the
nearest denomination; provided that the Offeror will not accept a tender of
Notes in this manner where the acceptance of prorated Notes would result in a
Noteholder (i) transferring Notes to the Offeror in a principal amount less
than the Minimum Denomination, or (ii) where such tender of Notes is accepted,
would hold a residual amount of Notes totaling less than the Minimum
Denomination of the relevant Notes.
Tender Instructions
In order to participate in, and be eligible to receive the relevant Purchase
Price (and any 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 Information and Tender Agent by 5:00 p.m. on January 10, 2023 (New York
City Time) / 11:00 p.m. on January 10, 2023 (Central European Time).
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, the Offers before
the deadlines specified in the Tender Offer Memorandum. The deadlines set by
any such Intermediary and each Clearing System for the revocation instructions
will be earlier than the relevant deadlines specified in the Tender Offer
Memorandum.
A Non-Competitive Tender Instruction is a Tender Instruction that either (i)
does not specify a purchase spread for Notes, or (ii) specifies a purchase
spread greater than or equal to the relevant Maximum Purchase Spread. Each
Non-Competitive Tender Instruction, whether falling within (i) or (ii) above,
will be deemed to have specified the relevant Maximum Purchase Spread for the
relevant Notes ("Non-Competitive Tender Instruction").
A Competitive Tender Instruction is a Tender Instruction that specifies a
purchase spread of less than the relevant Maximum Purchase Spread. Purchase
spreads may only be specified in increments of 1 basis point below the
relevant Maximum Purchase Spread in such Competitive Tender Instructions
("Competitive Tender Instruction").
Tender Instructions may be submitted on a "non-competitive" or a "competitive"
basis as follows:
If a Competitive Tender Instruction specifies a purchase spread that is not a
whole increment of 1 basis point below the relevant Maximum Purchase Spread,
such purchase spread will be rounded up to the nearest whole 1 basis point
increment for the purposes of the Modified Dutch Auction Procedure.
Procedures for Participating in the Offers
Only a Direct Participant in a Clearing System can properly instruct that
Clearing System with regard to submitting Tender Instructions. In so
instructing, the Direct Participant, and the tendering Noteholder on whose
behalf it is acting, will be deemed to have read and agreed to be bound by the
terms and conditions of the relevant Offer contained in the Tender Offer
Memorandum.
If a Noteholder holds its Notes through a custodian or other Intermediary,
such Noteholder may not submit a Tender Instruction directly. It should
therefore contact its custodian or other Intermediary to instruct its
custodian or Intermediary to submit a Tender Instruction on its behalf. In the
event that the relevant custodian or Intermediary is unable to submit a Tender
Instruction on its behalf by one of the methods described in the Tender Offer
Memorandum, the Noteholder should contact the Information and Tender Agent for
assistance in submitting its Tender Instruction. There can be no assurance
that the Information and Tender Agent will be able to assist any such
Noteholders in successfully submitting a Tender Instruction.
To tender Notes in an Offer, a holder of Notes should deliver, or arrange to
have delivered on its behalf, via the relevant Clearing System and in
accordance with the requirements of such Clearing System, a valid Tender
Instruction that is received in each case by the Information and Tender Agent
by the Expiration Deadline.
Tender Instructions must be submitted in respect of a minimum principal amount
of Notes of the relevant Series of no less than the minimum denomination of
each Series (being U.S.$2,000 each Series of Notes), and may thereafter be
submitted in integral multiples thereof. A separate Tender Instruction must be
completed on behalf of each beneficial owner and in respect of each Series.
Indicative Timetable
Events Date
Commencement of the Offers January 4, 2023
Expiration Deadline January 10, 2023, 5:00 p.m. (New York City Time) / 11:00 p.m. (Central
European Time)
Announcement of indicative Series Acceptance Amounts and indicative details of January 11, 2023, at or around 5:00 a.m. (New York City Time) / 11:00 a.m.
scaling (Central European Time)
Pricing Time January 11, 2023, at or around 7:00 a.m. (New York City Time) / 1:00 p.m.
(Central European Time)
Announcement of Results As soon as reasonably practicable after the Pricing Time
Settlement Expected to be January 13, 2023
Subject to applicable law and as provided in the Tender Offer Memorandum, the
Offeror reserves the right, in its sole and absolute discretion, to extend,
re-open, amend, waive any condition of or terminate any Offer at any time.
Details of any such extension, re-opening, amendment, waiver or termination
will be announced as provided in the Tender Offer Memorandum as soon as
reasonably practicable after the relevant decision is made.
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, the Offers before
the deadlines specified above. The deadlines set by any such Intermediary and
each Clearing System for the revocation instructions will be earlier than the
relevant deadlines specified in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Offers will be
made by the delivery of notices to the Clearing Systems for communication to
Direct Participants. Announcements may also be made by the issue of a press
release to one or more Notifying News Service(s). Copies of all announcements,
notices and press releases can also be obtained from the Information and
Tender Agent, the contact details for whom are on the last page of the Tender
Offer Memorandum and at an Internet address contained in the announcement.
Significant delays may be experienced where notices are delivered to the
Clearing Systems and Noteholders are urged to contact the Information and
Tender Agent for the relevant announcements during the course of the Offers.
In addition, Noteholders may contact the Dealer Managers for information using
the contact details on the last page of the Tender Offer Memorandum.
Noteholders are advised to read carefully the Tender Offer Memorandum for full
details of and information on the procedures for participating in the Offers.
BNP Paribas, Citigroup Global Markets Europe AG, Deutsche Bank
Aktiengesellschaft, Goldman Sachs Bank Europe SE, and J.P. Morgan SE are
acting as Dealer Managers and Kroll Issuer Services Limited is acting as
Information and Tender Agent.
Questions and requests for assistance in connection with the Offers may be
directed to any Dealer Manager.
BNP Paribas Citigroup Global Markets Europe AG
Reuterweg 16,
16, boulevard des Italiens
Frankfurt am Main, DE-HE 60323,
Germany
75009 Paris
Telephone: +44 20 7986 8969; Email: liabilitymanagement.europe@citi.com
France (https://www.globenewswire.com/Tracker?data=aFBFQvcT-FppQsQ__fWeUC07BwZTs6wjUkrx5934ndKZih_Rr6RQbbRHIFUt5QlUCV_EDlgZoqC7HJKquKXDKxI-HZZf4A4koqI7mIkCV3_pH-NLEj3ApaUKvZ35-GlEofgvz9nTuZsONgzKJY4jyA==)
; Attention: Liability Management Group
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
(mailto:liability.management@bnpparibas.com)
Deutsche Bank Aktiengesellschaft Goldman Sachs Bank Europe SE
Mainzer Landstr. 11-17 Marienturm
60329 Frankfurt am Main Taunusanlage 9-10
Germany D-60329 Frankfurt am Main
Tel: +44 20 7545 8011 Germany
Attention: Liability Management Group
Tel.: +44 207 7744836
Email: liabilitymanagement.eu@gs.com
Attention: Liability Management Group
J.P. Morgan SE
Taunustor 1 (TaunusTurm)
60310 Frankfurt am Main
Germany
Tel: +44 20 7134 2468
Email: em_europe_lm@jpmorgan.com
Attention: Liability Management
Questions and requests for assistance in connection with the delivery of
Tender Instructions may be directed to the Information and Tender Agent.
Copies of the Tender Offer Memorandum or related documents may also be
obtained, free of charge, from the Information and Tender Agent.
THE INFORMATION AND TENDER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 (0)20 7704 0880
Attention: Illia Vyshenskyi
Email: hungary@is.kroll.com
Website: https://deals.is.kroll.com/hungary
(https://deals.is.kroll.com/hungary)
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 you are in any doubt as to the contents of
this announcement or the Tender Offer Memorandum or the action you should
take, you are recommended to seek your own financial and legal advice,
including as to any tax consequences, immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial 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 or
intermediary must contact such entity if it wishes to participate in the
Offers. None of the Dealer Managers, the Information and Tender Agent or the
Offeror makes any recommendation as to whether Noteholders should tender Notes
for purchase pursuant to the Offers.
The Tender Offer Memorandum does not constitute an invitation to participate
in the Offers in any jurisdiction in which, or to any person to or from whom,
it is unlawful to make such invitation or for there to be such participation
under applicable securities laws. The distribution of the Tender Offer
Memorandum in certain jurisdictions may be restricted by law. Persons into
whose possession the Tender Offer Memorandum comes are required by each of the
Offeror, the Dealer Managers and the Information and Tender Agent to inform
themselves about and to observe any such restrictions.
OFFER AND DISTRIBUTION RESTRICTIONS
United Kingdom
The communication of 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 authorized person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as amended.
Accordingly, such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom. The
communication of such documents and/or materials as a financial promotion is
only being made to those persons in the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the "Financial Promotion Order")) or persons who are within Article
43(2) of the Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order (such persons
together being the "Relevant Persons"). The Offers are only available to
Relevant Persons and the transactions contemplated in the Tender Offer
Memorandum will be available only to, or engaged in only with, Relevant
Persons, and the Tender Offer Memorandum and any other documents and/or
materials produced in connection with the Offers must not be relied or acted
upon by persons other than Relevant Persons.
Belgium
The Offers are not being made, directly or indirectly, to the public in
Belgium. Neither the Tender Offer Memorandum nor any other documents or
materials relating to the Offers have been submitted to or will be submitted
for approval or recognition to the Belgian Financial Services and Markets
Authority (Autoriteit yoor Financiële Diensten en Markten / Financial
Services and Market Authority) and, accordingly, the Offers may not be made in
Belgium by way of a public offering, as defined in Articles 3, § 1, 1° and 6
of the Belgian Law of April 1, 2007 on public takeover bids (the "Belgian
Takeover Law") as amended or replaced from time to time. Accordingly, the
Offers may not be advertised and the Offers will not be extended, and neither
the Tender Offer Memorandum nor any other documents or materials relating to
the Offers (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 "qualified
investors" as referred to in Article 6, § 3 of the Belgian Takeover Law and
as defined in Article 10 of the Belgian Law of June 16, 2006 on the public
offer of investment instruments and the admission to trading of investment
instruments on a regulated market (as amended from time to time), acting on
their own account. Insofar as Belgium is concerned, the Tender Offer
Memorandum has been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Offers. Accordingly, the
information contained in the Tender Offer Memorandum may not be used for any
other purpose or disclosed to any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the public in the
Republic of France ("France"). Neither the Tender Offer Memorandum nor any
other documents or materials relating to the Offers 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) other than individuals, acting on their own account and all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of
the French Code Monétaire et Financier, are eligible to participate in the
Offers. The Tender Offer Memorandum and any other document or material
relating to the Offers have not been and will not be submitted for clearance
to nor approved by the Autorité des marchés financiers.
Italy
None of the Offers, the Tender Offer Memorandum or any other documents or
materials relating to the Offers have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB").
The Offers are being carried out in the Republic of Italy as exempted offers
pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58
of February 24, 1998, as amended (the "Financial Services Act") and article
35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended.
Noteholders, or beneficial owners of the Notes, can tender some or all of
their Notes pursuant to the Offers through authorized persons (such as
investment firms, banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of October 29, 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
Notes or the Offers.
General
Neither the Tender Offer Memorandum nor the electronic transmission thereof
constitutes an offer to buy or the solicitation of an offer to sell Notes (and
tenders of Notes for purchase pursuant to 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 an Offer to be made by a licensed broker or dealer and either Dealer
Manager or any of their 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.
Each Noteholder participating in an Offer will be deemed to give certain
representations in respect of the jurisdictions referred to above and
generally as set out in "Procedures for Participating in the Offers". Any
tender of Notes for purchase pursuant to the Offers from a Noteholder that is
unable to make these representations will not be accepted.
Each of the Offeror, the Dealer Managers and the Information and Tender Agent
reserves the right, in its sole and absolute discretion, to investigate, in
relation to any tender of Notes for purchase pursuant to an Offer, whether any
such representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Offeror determines (for any
reason) that such representation is not correct, such tender or submission may
be rejected.
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