TIDM37PB
RNS Number : 4861S
Pension Insurance Corporation PLC
06 November 2023
Pension Insurance Corporation plc announces Tender Offers for
its GBP300,000,000 6.50 per cent. Fixed Rate Subordinated Notes due
2024 and its GBP250,000,000 8.00 per cent. Fixed Rate Subordinated
Notes due 2026
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 ANNOUNCEMENT (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 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).
6 November 2023. Pension Insurance Corporation plc (the Company)
announces today separate invitations to holders of its outstanding:
(i) GBP300,000,000 6.50 per cent. Fixed Rate Subordinated Notes due
2024 (ISIN: XS1083983376 ) (the 2024 Notes); and (ii)
GBP250,000,000 8.00 per cent. Fixed Rate Subordinated Notes due
2026 (ISIN: XS1523966197 ) (the 2026 Notes and, together with the
2024 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, including (without limitation) the satisfaction
(or waiver) of the New Financing Condition (as defined below). The
Offers are being made on the terms and subject to the conditions
contained in the Tender Offer Memorandum dated 6 November 2023 (the
Tender Offer Memorandum) prepared by the Company for the Offers,
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
otherwise defined have the meanings given to them in the Tender
Offer Memorandum.
Summary of the Offers
Description ISIN / Outstanding Maximum
of the Common nominal Maturity Purchase Benchmark Purchase Acceptance
Notes Code amount Coupon Date Price Security Spread Amount
------------ ------------- --------------- ------- --------- ----------- -------------- --------- ---------------
2024 Notes XS1083983376 GBP300,000,000 6.50 3 July 100.25 N/A N/A Subject as
/ 108398337 per 2024 per cent. set out in
cent. the Tender
Offer
Memorandum,
GBP300,000,000
in aggregate
nominal amount
of Notes
------------ ------------- --------------- ------- --------- ----------- -------------- ---------
2026 Notes XS1523966197 GBP250,000,000 8.00 23 To be 0.375 per 200
/ 152396619 per November determined cent. UK bps
cent. 2026 as Treasury
described Gilt due
herein 22 October
2026 (ISIN:
GB00BNNGP668)
Rationale for the Offers
The purpose of the Offers and the planned issuance of New Notes
is, amongst other things, to proactively manage the Company's
expected redemption profile. The Offers also provide Noteholders
with the opportunity to sell their current holdings in the Notes
and to apply for priority in the allocation of the New Notes, as
more fully described in the Tender Offer Memorandum.
Notes purchased by the Company pursuant to the relevant Offer(s)
will 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 such Series, the
Purchase Price):
(a) in respect of any 2024 Notes accepted for purchase pursuant
to the relevant Offer, equal to 100.25 per cent. of the nominal
amount of such 2024 Notes (the 2024 Notes Purchase Price); and
(b) in respect of any 2026 Notes accepted for purchase pursuant
to the relevant Offer, to be determined at or around 12.00 p.m.
(London time) on 13 November 2023 (the 2026 Notes Pricing Time) in
the manner described in the Tender Offer Memorandum by reference to
the annualised sum (such sum, the 2026 Notes Purchase Yield) of (i)
a purchase spread of 200 bps (the 2026 Notes Purchase Spread) and
(ii) the 2026 Notes Benchmark Security Rate.
The 2026 Notes Purchase Price will be determined in accordance
with market convention and expressed as a percentage of the nominal
amount of the 2026 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 2026 Notes on the Settlement Date based on the 2026
Notes Purchase Yield. Specifically, the 2026 Notes Purchase Price
will equal (a) the value of all remaining payments of principal and
interest on the 2026 Notes up to and including the scheduled
maturity date of the 2026 Notes, discounted to the Settlement Date
at a discount rate equal to the 2026 Notes Purchase Yield, minus
(b) Accrued Interest for such 2026 Notes.
The Company will also pay an Accrued Interest Payment in respect
of Notes accepted for purchase pursuant to the Offers.
Maximum Acceptance Amount, Final Acceptance Amount and
Pro-ration
Maximum Acceptance Amount and Final Acceptance Amount
If the Company decides to accept any validly tendered Notes for
purchase pursuant to the relevant Offer(s), the Company proposes
that the aggregate nominal amount of 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 GBP300,000,000 (the Maximum Acceptance Amount),
although the Company reserves the right, in its sole 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 Notes accepted for purchase pursuant to
the relevant Offer(s) being the Final Acceptance Amount).
The Company will determine the allocation of the nominal amount
accepted for purchase pursuant to the Offers between the 2024 Notes
and the 2026 Notes in its sole and absolute discretion, and
reserves the right to accept significantly more or significantly
less (or none) of the Notes of one Series as compared to the other
Series (the final aggregate nominal amount of the Notes of each
Series (if any) accepted for purchase pursuant to the relevant
Offer being a Series Acceptance Amount).
Pro-ration
If the Company decides to accept any validly tendered Notes of a
Series for purchase pursuant to the relevant Offer and the
aggregate nominal amount of Notes of such Series validly tendered
for purchase pursuant to the relevant Offer is greater than the
relevant Series Acceptance Amount, the Company intends to accept
(subject to the satisfaction or waiver of the New Financing
Condition) 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.
New Financing Condition
The Company announces today its intention to issue a new series
of sterling-denominated fixed rate tier 2 notes (the New Notes)
under its GBP3,000,000,000 Euro Medium Term Note Programme (the
Programme), 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).
Even if the New Financing Condition is satisfied (or waived),
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 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 (i) the base
prospectus dated 29 September 2023, published by the Company
relating to the Programme (together, the Programme Prospectus); and
(ii) the final terms to be published by the Company relating to the
New Notes, and no reliance is to be placed on any other
representations other than those contained in the Programme
Prospectus and the final terms to be published by the Company
relating to the New Notes.
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 Programme Prospectus). 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 and MiFID professionals/ECPs-only / No PRIIPs or UK
PRIIPs KID - Manufacturer target market (Regulation (EU) No
600/2014 on markets in financial instruments as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended (the EUWA) (the UK MiFIR) and Directive 2014/65/EU, as
amended (MiFID II)) 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 Programme Prospectus and the final terms to be published
relating to the New Notes 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
any 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 GBP100,000).
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 any 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.
General
The Offers begin on 6 November 2023 (the Launch Date) and will
expire at 4.00 p.m. (London Time) on 10 November 2023 (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 such Notes (being GBP100,000 in respect
of each Series) and integral multiples of GBP1,000 thereafter.
Indicative Timetable for the Offers
Events Times and Dates
(all times are London
Time)
Launch Date 6 November 2023
Offers announced and Tender Offer Memorandum
available from the Tender Agent
Notice of Offers published by RNS
Expiration Deadline 4.00 p.m. on 10 November
Deadline for receipt by the Tender Agent 2023
of all Tender Instructions.
Announcement of Indicative Results Prior to the 2026 Notes
Announcement by the Company of the aggregate Pricing Time on 13 November
nominal amount of Notes of each Series 2023
validly tendered in the Offers, together
with a non-binding indication of the
level at which it expects to set the
Final Acceptance Amount, each Series
Acceptance Amount and (if applicable)
indicative details of any Pro-ration
Factors that will apply to valid tenders
of either Series in the event that the
Company decides to accept (subject to
satisfaction (or waiver) of the New
Financing Condition on or prior to the
Settlement Date) validly tendered in
the Offers.
2026 Notes Pricing Time At or around 12.00 p.m.
Determination of the 2026 Notes Benchmark on 13 November 2023
Security Rate, the 2026 Notes Purchase
Yield and the 2026 Notes Purchase Price.
Announcement of Final Results and Pricing As soon as reasonably
Announcement by the Company of whether practicable after the
(subject to satisfaction (or waiver) 2026 Notes Pricing Time
of the New Financing Condition on or on 13 November 2023
prior to the Settlement Date) it accepts
for purchase Notes validly tendered
in the Offers and, if so, of the Final
Acceptance Amount, each Series Acceptance
Amount, the 2026 Notes Benchmark Security
Rate, the 2026 Notes Purchase Yield,
the 2026 Notes Purchase Price, any Pro-ration
Factors that will be applied to valid
tenders of any Series and the aggregate
nominal amount of each Series that will
remain outstanding after the Settlement
Date.
Settlement Date Expected to be 14 November
Subject to the satisfaction (or waiver) 2023
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 discretion, extend,
re-open, amend, waive any condition of or terminate any of the
Offers 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.
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 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 through RNS
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:
Barclays Bank PLC (Tel: +44 20 3134 8515; Attention: Liability
Management Group ; Email: eu.lm@barclays.com ); Citigroup Global
Markets Limited (Tel: +44 20 7986 8969; Attention: Liability
Management Group ; Email: liabilitymanagement.europe@citi.com );
HSBC Bank plc (Tel: +44 20 7992 6237; Attention: Liability
Management, DCM; Email: LM_EMEA@hsbc.com ) and J.P. Morgan
Securities plc (Tel: +44 20 7134 2468; Attention: EMEA Liability
Management Group; Email: liability_management_EMEA@jpmorgan.com )
who are acting as Dealer Managers in respect of the Offers.
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:
Kroll Issuer Services Limited (Tel: +44 20 7704 0880; Attention:
Owen Morris; Email: pic@is.kroll.com ; Offer Website:
https://deals.is.kroll.com/pic ) who is acting as Tender Agent in
respect of the Offers.
This announcement is made by Pension Insurance Corporation 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 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
Louise Inward, General Counsel at the Company .
LEI: M31AVDIX8NY21MAUQF46
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 contents of this
announcement and/or the Tender Offer Memorandum or 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 relevant Offer(s). None of the
Company, the Dealer Managers or the Tender Agent or any director,
officer, employee, agent or affiliate of any such person has made
or will make any assessment of the merits and risks of the Offer(s)
or of the impact of the Offer(s) on the interests of the
Noteholders either as a class or as individuals, and none of them
makes any recommendation whether Noteholders should tender Notes in
the relevant Offer(s).
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. 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
relevant Offer(s) 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 either Offer 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, such Offer 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.
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
GBP100,000.
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 either 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
Each of this announcement and the Tender Offer Memorandum has
been issued by Pension Insurance Corporation plc which is
authorised and regulated by the Financial Conduct Authority (the
FCA) and the Prudential Regulation Authority. This announcement and
the Tender Offer Memorandum are being distributed only to existing
Noteholders, and are only addressed to such existing Noteholders in
the United Kingdom where they would (if they were clients of the
Company) be per se professional clients or per se eligible
counterparties of the Company within the meaning of the FCA rules.
Neither this announcement nor the Tender Offer Memorandum is
addressed to or directed at any persons who would be retail clients
within the meaning of the FCA rules and any such persons should not
act or rely on it. Recipients of this announcement and/or the
Tender Offer Memorandum should note that the Company is acting on
its own account in relation to the Offers and will not be
responsible to any other person for providing the protections which
would be afforded to clients of the Company or for providing advice
in relation to the Offers.
In addition, 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, and may
only be acted upon by, 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 of the
Financial Promotion Order or 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 i ts 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). This announcement, the
Tender Offer Memorandum and 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 or will be approved by the Autorité des Marchés
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 none of this announcement, the Tender Offer
Memorandum and 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 or visit 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 Privacy
Policy.
END
IODNKABNFBDKCDK
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November 06, 2023 03:41 ET (08:41 GMT)
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