REG - Marks & Spencer PLC - Tender Offer
24/05/2023 08:15
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RNS Number : 4189A Marks & Spencer PLC 24 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 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 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 TO ANY U.S. PERSON OR IN OR INTO
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
Marks and Spencer plc announces Tender Offers for its outstanding:
£300,000,000 3.000 per cent. Notes due 2023 (XS1531151253)
(the 2023 Notes)
and
£400,000,000 4.750 per cent. Notes due 2025 (XS0863523030)
(the 2025 Notes)
and
£300,000,000 3.750 per cent. Notes due 2026 (XS2258453369)
(the 2026 Notes and, together with the 2023 Notes and the 2025 Notes, the
Notes and each a Series)
24 May 2023.
Marks and Spencer plc (the Company) announces today invitations to holders of
its outstanding Notes to tender their Notes for purchase by the Company 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 24 May 2023 (the Tender Offer Memorandum)
prepared by the Company, and is 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.
Summary of the Offers
Description of the Notes ISIN Outstanding Nominal Amount Maturity Date Benchmark Security Purchase Spread Purchase Price Amount subject
to relevant Offer
£300,000,000 3.000 per cent.* Notes due 2023 XS1531151253 £185,540,000 8 December 2023 Not Applicable Not Applicable 99.40 per cent. Any and all
£400,000,000 4.750 per cent.** Notes due 2025 XS0863523030 £324,570,000 12 June 2025 200 bps To be determined as set out herein by reference to the 2025 Notes Purchase £225,000,000 in aggregate nominal amount of the 2025 Notes and the 2026
Spread and the 2025 Notes Benchmark Security Rate Notes, such amount being subject to the right of the Company to increase or
decrease it in its sole discretion
UKT 0.625 per cent. due June 2025 (ISIN: GB00BK5CVX03)
£300,000,000 3.750 per cent. Notes due 2026 XS2258453369 £300,000,000 19 May 2026 255 bps To be determined as set out herein by reference to the 2026 Notes Purchase
Spread and the 2026 Notes Benchmark Security Rate
UKT 0.125 per cent. due January 2026 (ISIN: GB00BL68HJ26)
* currently paying out a coupon of 4.250 per cent., including a Step Up Margin
of 1.25 per cent. per annum following the occurrence of a Step Up Rating
Change as that term is defined in the final terms for the Notes.
** currently paying out a coupon of 6.000 per cent., including a Step Up
Margin of 1.25 per cent. per annum following the occurrence of a Step Up
Rating Change as that term is defined in the final terms for the Notes.
Rationale for the Offers
The Offers are being made as part of the Company's liability management
relating to debt maturities and cost of debt.
Purchase Prices
2023 Notes
The Company will pay for any 2023 Notes validly tendered and accepted by it
for purchase pursuant to the 2023 Notes Offer at a price (the 2023 Notes
Purchase Price) equal to 99.40 per cent. of the principal amount of such
Notes.
2025 Notes and 2026 Notes
The Company will pay for any 2025 Notes and 2026 Notes validly tendered and
accepted by it for purchase pursuant to the 2025 Notes Offer and the 2026
Notes Offer, as applicable, a price (in respect of the 2025 Notes, the 2025
Notes Purchase Price and in respect of the 2026 Notes, the 2026 Notes Purchase
Price, and together with the 2023 Notes Purchase Price, the Purchase Prices
and each a Purchase Price) to be determined at or around midday (London time)
(the Pricing Time) on or around 2 June 2023 (subject to the right of the
Company to amend such date in its sole discretion and without prior notice to
Noteholders) (the Pricing Date) in the manner described in the Tender Offer
Memorandum by reference to:
(a) in the case of the 2025 Notes, the annualised sum (such sum,
the 2025 Notes Purchase Yield) of a purchase spread of 200 basis points (the
2025 Notes Purchase Spread) and the 2025 Notes Benchmark Security Rate; and
(b) in the case of the 2026 Notes, the annualised sum (such sum,
the 2026 Notes Purchase Yield, and each of the 2025 Notes Purchase Yield and
the 2026 Notes Purchase Yield, a Purchase Yield) of a purchase spread of 255
basis points (the 2026 Notes Purchase Spread, and each of the 2025 Notes
Purchase Spread and the 2026 Notes Purchase Spread, a Purchase Spread) and the
2026 Notes Benchmark Security Rate.
Where:
2025 Notes Benchmark Security Rate is the mid-market yield to maturity
(calculated in accordance with standard market practice) of the 2025 Notes
Benchmark Security, expressed as a percentage and rounded to the nearest 0.001
per cent. (with 0.0005 rounded upwards), and as determined from the arithmetic
mean of the bid and offered yields to maturity of the 2025 Notes Benchmark
Security directly quoted on the Bloomberg Screen FIT GLT0-10 at the Pricing
Time.
2026 Notes Benchmark Security Rate is the mid-market yield to maturity
(calculated in accordance with standard market practice) of the 2026 Notes
Benchmark Security, expressed as a percentage and rounded to the nearest 0.001
per cent. (with 0.0005 rounded upwards), and as determined from the arithmetic
mean of the bid and offered yields to maturity of the 2026 Notes Benchmark
Security directly quoted on the Bloomberg Screen FIT GLT0-10 at the Pricing
Time.
Each of the 2025 Notes Purchase Price and the 2026 Notes Purchase Price will
be determined by the Company, after consultation with the Dealer Managers, in
accordance with market convention and expressed as a percentage of the
principal amount of the Notes of the relevant Series (and rounded to the
nearest 0.001 per cent. with 0.0005 per cent. being rounded upwards), and is
intended to reflect a yield to maturity of the relevant Series on the
Settlement Date based on the relevant Purchase Yield.
Specifically, each of the 2025 Notes Purchase Price and the 2026 Notes
Purchase Price 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 such Series, discounted to the Settlement Date at a discount rate
equal to the relevant Purchase Yield, minus (b) Accrued Interest in respect of
the Notes of such Series.
Accrued Interest
On the Settlement Date, the Company will also pay accrued and unpaid interest
(each, an Accrued Interest Payment) from (and including):
(a) in the case of the 2023 Notes, 8 December 2022 (being the
immediately preceding interest payment date for the 2023 Notes);
(b) in the case of the 2025 Notes, 12 June 2022 (being the
immediately preceding interest payment date for the 2025 Notes); and
(c) in the case of the 2026 Notes, 19 May 2023 (being the
immediately preceding interest payment date for the 2026 Notes),
in each case, to (but excluding) the Settlement Date in respect of any Notes
accepted for purchase by the Company pursuant to the Offers.
Acceptance Amounts
2023 Notes
If the Company decides to accept any valid tenders of 2023 Notes for purchase
pursuant to the 2023 Notes Offer, the Company will accept for purchase all
2023 Notes that are validly tendered and there will be no scaling of any
tenders of 2023 Notes accepted for purchase pursuant to the 2023 Notes Offer.
2025 Notes and 2026 Notes
The Company proposes to accept valid tenders of 2025 Notes and 2026 Notes for
purchase pursuant to the 2025 Notes Offer and the 2026 Notes Offer up to a
maximum aggregate nominal amount of £225,000,000 (the 2025 Notes and 2026
Notes Maximum Acceptance Amount) on the terms and subject to the conditions
contained in the Tender Offer Memorandum (although the Company reserves the
right, in its sole and absolute discretion and for any reason, to increase or
decrease the 2025 Notes and 2026 Notes Maximum Acceptance Amount).
For the avoidance of doubt, the aggregate nominal amount of 2025 Notes and
2026 Notes validly tendered in the 2025 Notes Offer and the 2026 Notes Offer
that the Company decides to accept for purchase (such amount, the 2025 Notes
and 2026 Notes Final Acceptance Amount) may be significantly more than or
significantly less than the 2025 Notes and 2026 Notes Maximum Acceptance
Amount. In addition, with respect to the 2025 Notes and 2026 Notes Final
Acceptance Amount, the Company will determine the allocation of funds as
between the 2025 Notes and the 2026 Notes in its sole discretion, and may
purchase considerably less (or none) of one such Series than of the other such
Series (with respect to each of the 2025 Notes and the 2026 Notes, the
aggregate nominal amount of Notes of such Series (if any) accepted for
purchase by the Company pursuant to the relevant Offer, a Series Acceptance
Amount).
2025 Notes and 2026 Notes - Acceptance with scaling of tenders of Notes
The Company proposes to accept 2025 Notes and 2026 Notes for purchase pursuant
to the relevant Offers up to the 2025 Notes and 2026 Notes Maximum Acceptance
Amount (subject to the right of the Company, in its sole discretion, to accept
less than or more than such amount for purchase pursuant to the relevant
Offers).
In respect of the 2025 Notes and 2026 Notes, if the aggregate nominal amount
of the relevant Tendered Notes is less than the 2025 Notes and 2026 Notes
Maximum Acceptance Amount, the Company intends to accept for purchase all such
Tendered Notes. If the aggregate nominal amount of the relevant Tendered Notes
is greater than the 2025 Notes and 2026 Notes Maximum Acceptance Amount,
(subject to the right of the Company, in its sole discretion, to accept less
than or more than such amount for purchase pursuant to the relevant Offers),
the Company may accept 2025 Notes and 2026 Notes for purchase on a pro rata
basis. The Company will announce the 2025 Notes and 2026 Notes Final
Acceptance Amount and each Series Acceptance Amount.
In the circumstances described above in which valid tenders of 2025 Notes and
2026 Notes are to be accepted for purchase on a pro rata basis, each such
tender of relevant Tendered Notes will be scaled by a scaling factor
applicable to Notes of the relevant Series (each such factor, a Scaling
Factor) based on: (A) the relevant Series Acceptance Amount, divided by (B)
the aggregate nominal amount of the Tendered Notes of such Series (subject to
adjustment to allow for the aggregate nominal amount of Notes of such Series
accepted for purchase, following the rounding of tenders of Notes described in
the next sentence, to equal the relevant Series Acceptance Amount exactly).
Each tender of Notes that is scaled in this manner will be rounded down to the
nearest £1,000 in principal amount of Notes.
In addition, in the event of any such scaling, the Company intends to apply
pro rata scaling to each valid tender of Notes of the relevant Series in such
a manner as will result in both (a) the relevant Noteholder transferring Notes
of the relevant Series to the Company in an aggregate nominal amount of at
least the minimum denomination for such Series (being £100,000), and (b) the
relevant Noteholder's residual amount of Notes of the relevant Series (being
the nominal amount of the Notes the subject of the relevant Tender Instruction
that are not accepted for purchase by virtue of such scaling) amounting to
either (i) at least the minimum denomination of the relevant Series (being
£100,000) or (ii) zero, and the Company therefore intends to adjust the
relevant Scaling Factor applicable to any relevant Tender Instruction
accordingly.
Tender Instructions and Offer Conditions
In order to participate in, and be eligible to receive the relevant Purchase
Price and relevant 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 1 June 2023 (the Expiration
Deadline).
Tender Instructions will be irrevocable except in the limited circumstances
described 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 by the
deadlines specified in the Tender Offer Memorandum. The deadlines set by any
such intermediary and each Clearing System for the submission and withdrawal
of Tender Instructions will be earlier than the relevant deadlines specified
in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a nominal amount of Notes
of no less than £100,000, being the minimum denomination of the Notes, and
may, in each case, be submitted in integral multiples of £1,000 above
£100,000. Tender Instructions which relate to a nominal amount of Notes of
less than the minimum denomination of the Notes will be rejected.
Announcement of Results and Pricing
2023 Notes
The Company intends to announce, as soon as reasonably practicable after the
Pricing Time, whether on or prior to the Settlement Date the Company will
accept valid tenders of 2023 Notes pursuant to the 2023 Notes Offer and, if so
accepted, (i) the aggregate nominal amount of 2023 Notes validly tendered
pursuant to the 2023 Notes Offer and accepted for purchase; (ii) the
Settlement Date; (iii) the Accrued Interest Payment payable in respect of the
2023 Notes; and (iv) the nominal amount of 2023 Notes that will remain
outstanding after the Settlement Date (if any).
2025 Notes and 2026 Notes
The Company intends to announce, as soon as reasonably practicable after the
Expiration Deadline, a non-binding indication of the levels at which it
expects to set the 2025 Notes and 2026 Notes Final Acceptance Amount and each
Series Acceptance Amount, and indicative details of any pro rata scaling that
is expected to be applied to valid tenders of either Series, in the event that
the Company decides to accept valid tenders of Notes pursuant to the relevant
Offers.
The Company intends to announce, as soon as reasonably practicable after the
Pricing Time, whether the Company will accept valid tenders of 2025 Notes and
2026 Notes pursuant to the relevant Offers and, if so accepted, (i) the 2025
Notes and 2026 Notes Final Acceptance Amount and each Series Acceptance
Amount; (ii) each Purchase Yield (to the extent the relevant Notes are
accepted for purchase); (iii) each relevant Purchase Price (to the extent the
relevant Notes are accepted for purchase); (iv) any applicable Scaling
Factors; (v) the Settlement Date; (vi) the Accrued Interest Payment payable in
respect of each relevant Series; and (vii) the nominal amount of Notes of each
relevant Series that will remain outstanding after the Settlement Date (if
any).
Indicative Timetable for the Offers
Events Times and Dates
(All times are London time)
Commencement of the Offers
Announcement of the Offers. Tender Offer Memorandum available from the Tender 24 May 2023.
Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions by the Tender Agent in 4:00 p.m. on 1 June 2023.
order for Noteholders to be able to participate in the Offers.
Announcement of Indicative Results of the 2025 Notes Offer and the 2026 Notes
Offer
Indicative results announcement with respect to the 2025 Notes Offer and the
2026 Notes Offer indicating where the Company expects to set the 2025 Notes As soon as reasonably practicable after the Expiration Deadline.
and 2026 Notes Final Acceptance Amount and each Series Acceptance Amount, and
indicative details of any pro rata scaling that is expected to be applied to
valid tenders of either Series, in the event that the Company decides to
accept valid tenders of Notes pursuant to the relevant Offer(s).
2025 Notes and 2026 Notes Pricing
Determination of the 2025 Notes Benchmark Security Rate and the 2026 Notes At or around midday on 2 June 2023 (the Pricing Time).
Benchmark Security Rate and calculation of the 2025 Notes Purchase Yield, the
2026 Notes Purchase Yield, the 2025 Notes Purchase Price and the 2026 Notes
Purchase Price.
Announcement of Final Results of the Offers
Announcement of whether the Company will accept valid tenders of Notes As soon as reasonably practicable after the Pricing Time.
pursuant to the Offers and, if so accepted, in respect of: (x) the 2023 Notes:
(i) the aggregate nominal amount of 2023 Notes validly tendered pursuant to
the 2023 Notes Offer and accepted for purchase; (ii) the Settlement Date;
(iii) the Accrued Interest Payment payable in respect of the 2023 Notes; and
(iv) the nominal amount of 2023 Notes that will remain outstanding after the
Settlement Date (if any) and (y) the 2025 Notes and the 2026 Notes: (i) the
2025 Notes and 2026 Notes Final Acceptance Amount and each Series Acceptance
Amount; (ii) each Purchase Yield (to the extent the relevant Notes are
accepted for purchase); (iii) each relevant Purchase Price (to the extent the
relevant Notes are accepted for purchase); (iv) any applicable Scaling
Factors; (v) the Settlement Date; (vi) the Accrued Interest Payment payable in
respect of each relevant Series; and (vii) the nominal amount of Notes of each
relevant Series that will remain outstanding after the Settlement Date (if
any).
Expected Settlement Date
Expected Settlement Date for the Offers. 6 June 2023
The above times and dates are subject to the right of the Company to, extend,
re-open, amend and/or terminate either Offer (subject to applicable law and as
provided 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 in the Tender Offer Memorandum. 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 (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. In addition, Noteholders may
contact the Dealer Managers for information using the contact details 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.
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.
The Dealer Managers
BNP Paribas
16, Boulevard des Italiens
75009 Paris
France
Telephone: +33 1 55 77 78 94
Attention: Liability Management Group
Email: liability.management@bnpparibas.com
(mailto:liability.management@bnpparibas.com)
NatWest Markets Plc
250 Bishopsgate
London EC2M 4AA
United Kingdom
Telephone: +44 20 7678 5222
Attention: Liability Management
Email: NWMLiabilityManagement@natwestmarkets.com
The Tender Agent
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: David Shilson
Email: marksandspencer@is.kroll.com
Website: https://deals.is.kroll.com/marksandspencer
This announcement is released by Marks and Spencer 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 (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 Article 2 of the binding technical standards published by the Financial
Conduct Authority in relation to MAR as regards Commission Implementing
Regulation (EU) 2016/1055, this announcement is made by Jeremy Townsend, Chief
Financial Officer at Marks and Spencer plc.
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 and legal advice, including in respect
of any tax consequences, immediately from its broker, 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 must contact such entity if it
wishes to tender such Notes pursuant to the Offers. None of the Company, the
Dealer Managers or the Tender Agent or any of their respective directors,
employees 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 Company, 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 the 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 the Offers to be made by a licensed
broker or dealer and either of the Dealer Managers 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 Company 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 or to any U.S. Person (as defined in
Regulation S of the United States Securities Act of 1933, as amended (each, a
U.S. Person)). This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of electronic
communication. 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 or by, or by any person
acting for the account or benefit of, a U.S. Person. 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 or to any U.S. Person. 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, or by any person acting
for the account or benefit of, a U.S. Person or 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.
Each Noteholder participating in the Offers will represent that it is not a
U.S. Person, it is not located in the United States and is not participating
in an 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 an Offer from the United States and is not a U.S.
Person. 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. The
Offers are being carried out in the Republic of Italy (Italy) as exempted
offers 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 pursuant to the Offers through authorised
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. 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, the Bank of Italy 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.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any
other documents or materials relating to the Offers are 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
(FSMA). Accordingly, this announcement, the Tender Offer Memorandum and such
documents and/or materials are not being distributed to, and must not be
passed on to, persons in the United Kingdom other than (i) 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)), (ii) to
those persons falling within Article 43(2) of the Financial Promotion Order,
or (iii) to 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). This announcement, the Tender Offer Memorandum
and any other offering material relating to the Tender Offer may be
distributed in France only to qualified investors as defined in Article 2(e)
of Regulation (EU) 2017/1129, as amended. None of this announcement, the
Tender Offer Memorandum, or any other such offering material has been or will
be submitted for clearance to, or approved by, the Autorité des marches
financiers.
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