TIDM56YZ
RNS Number : 8471C
Swedish Match AB
15 June 2023
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED STATES TO PERSONS OTHER
THAN "U.S. PERSONS" (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")). NOT
FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY
PERSON LOCATED OR RESIDENT IN, ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT DOES NOT CONSTITUTE OR CONTEMPLATE AN OFFER
OF, AN OFFER TO PURCHASE OR THE SOLICITATION OF AN OFFER TO SELL
SECURITIES IN THE UNITED STATES OR ANY OTHER JURISDICTION. THE
NOTES (AS DEFINED BELOW), AND THE PROPOSED 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 THE NOTES, AND THE PROPOSED GUARANTEE THEREOF,
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)
EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
APPLICABLE STATE OR LOCAL SECURITIES LAWS.
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1)
OF THE MARKET ABUSE REGULATION (EU) 596/2014 AS IT FORMS PART OF
UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION
(WITHDRAWAL) ACT 2018 (AS AMED).
15 June 2023
Announcement of
Consent Solicitation Proposal
by
Swedish Match AB (publ)
to Eligible Noteholders (as defined below)
with respect to the following Notes issued by Swedish Match AB
(publ)
Registered office: 118 85 Stockholm, Sweden
(the "Issuer")
Description of Notes Aggregate Nominal ISIN/Common Code
Amount Outstanding
USD 50,000,000 4.00 per cent. USD 50,000,000 XS0939505003 / 093950500
Fixed Rate Notes due 31 May
2028 (the "Series 34 Notes")
SEK 250,000,000 Floating SEK 250,000,000 XS1400621030 / 140062103
Rate Notes due October 2023
(the "Series 39 Notes")
EUR 300,000,000 0.875 per EUR 300,000,000 XS1493333717 / 149333371
cent. Fixed Rate Notes due
23 September 2024 (the "Series
40 Notes")
EUR 300,000,000 1.20 per EUR 300,000,000 XS1715328768 / 171532876
cent. Fixed Rate Notes due
10 November 2025 (the "Series
42 Notes")
SEK 1,000,000,000 2.71 per SEK 1,000,000,000 XS1940966317 / 194096631
cent. Fixed Rate Notes due
28 January 2026 (the "Series
48 Notes")
EUR 300,000,000 0.875 per EUR 300,000,000 XS2125123039 / 212512303
cent. Fixed Rate Notes due
26 February 2027 (the "Series
49 Notes")
SEK 1,200,000,000 1.395 per SEK 1,200,000,000 XS2306815114 / 230681511
cent. Fixed Rate Notes due
24 February 2026 (the "Series
50 Notes")
SEK 300,000,000 2.19 per SEK 300,000,000 XS2329603539 / 232960353
cent. Fixed Rate Notes due
12 April 2029 (the "Series
51 Notes")
(each a "Series" and, together, the "Notes")
ANNOUNCEMENT OF CONSENT SOLICITATION PROPOSAL
The Issuer is convening a meeting (the "Meeting") of the holders
of the Notes (the "Noteholders") to consider and, if thought fit,
pass an extraordinary resolution (the "Extraordinary Resolution")
which, if passed by Eligible Noteholders (as defined below), will
provide for certain modifications to the terms and conditions of
the Notes and the agency agreements in respect of the Notes and as
more fully described under 'Proposal' below (the "Consent
Solicitation").
The notice (the "Notice of Meeting") convening the Meeting at
which the Extraordinary Resolution to approve the Proposal (as
defined herein) and its implementation will be considered and, if
thought fit, passed, will be delivered on 15 June 2023 to each of
the Clearing Systems (as defined herein) for communication to
accountholders in accordance with the terms and conditions of the
Notes. Capitalised terms used in this announcement have the
meanings ascribed to them in the Notice of Meeting.
The full terms and conditions of the Consent Solicitation are
set out in a consent solicitation memorandum to Eligible
Noteholders prepared by the Issuer dated 15 June 2023 (the "Consent
Solicitation Memorandum").
1. Background to the Proposal
Following the takeover of the Issuer by Philip Morris Holland
Holdings B.V., corporate registration number 20028955 ("PMHH"), a
wholly owned affiliate of Philip Morris International Inc. ("PMI"),
PMHH had acquired 94.81% of the outstanding shares of the Issuer as
of 31 December 2022. On 17 February 2023, PMHH obtained legal title
under the Swedish Companies Act to the remaining issued and
outstanding shares in the Issuer, following the exercise of its
right to compulsory redemption of all remaining shares.
The Issuer has been delisted from Nasdaq Stockholm, and Friday
30 December 2022 was the last day of trading in the shares of the
Issuer. As a consequence of such delisting, the Issuer is no longer
required by applicable law, regulation or listing rules to prepare
consolidated financial accounts. However, under the terms and
conditions of the Notes, particularly the definition of the
'Relevant Subsidiary', the Issuer is, effectively, still required
to prepare consolidated financial accounts as 'Relevant Subsidiary'
has been defined by referring to the audited consolidated financial
accounts of the Issuer. To reduce the reporting requirements, the
Issuer proposes to amend the terms of the Notes to remove all
references to 'Relevant Subsidiary', and to thereby remove the
obligation under the Notes to prepare audited consolidated
financial accounts.
The Series 34 Notes, Series 40 Notes, Series 42 Notes, Series 49
Notes, and Series 50 Notes are each admitted to trading on the main
market of the London Stock Exchange. In line with the requirements
of the Listing Rules published by the UK Financial Conduct
Authority, the Issuer will continue to publish its annual financial
accounts, but, subject to the Proposal (as described below) being
passed, in standalone form and in line with the timetable required
by the London Stock Exchange (currently within six months of the
end of the financial period to which they relate).
Further, following the takeover by PMHH mentioned above, the
Issuer seeks additional flexibility for potential reorganization of
its group and its subsidiaries, if required.
2. Proposal
The Issuer is seeking to reduce its reporting requirements and
to obtain additional flexibility for potential reorganization of
its group and its subsidiaries, if required.
The Issuer proposes to:
(a) amend the terms of the Notes to remove all references to
'Relevant Subsidiary', and to thereby remove the obligation under
the Notes to prepare audited consolidated financial accounts;
(b) amend the events of default under the Conditions for each
Series so that such events of default are limited to the Issuer and
do not extend to the 'Relevant Subsidiaries', as well as to delete
the existing cross-default provision and impose no restrictions on
the Issuer's ability to manage its subsidiaries, including any
potential sale, disposal (including intragroup asset or share
transfers) or dissolution; and
(c) procure a guarantee from PMI to guarantee its payment obligations under the Notes.
Details of the Proposed Amendments
The proposal (the "Proposal") being put to Eligible Noteholders
is to modify certain terms of the Agency Agreements and the
Conditions in respect of each Series, in particular to delete the
definition of Relevant Subsidiary (as defined in the Agency
Agreements and the Conditions in respect of each Series), delete
the cross-default event of default and amend the other events of
default under the Conditions in respect of each Series such that
the amended events of default will apply only to the Issuer and no
longer extend to certain of the subsidiaries of the Issuer and will
impose fewer restrictions on the Issuer. Following these changes
becoming effective, it will no longer be necessary for the Issuer
to prepare consolidated accounts; the Issuer and its Relevant
Subsidiaries will no longer be subject to a cross-default event of
default; and the Issuer will have no restrictions under the
Conditions for each Series on its ability to manage its
subsidiaries, including any potential sale, disposal (including
intragroup asset or share transfers) or dissolution.
As consideration for the holders of the Notes consenting to
these amendments to the terms of the Notes, it is further proposed
that the Issuer will procure a guarantee from PMI, being its
ultimate holding company, to guarantee the payment obligations of
the Issuer under the Notes by entering into a deed of guarantee
substantially in the form set out in the Schedule (Form of
Guarantee) to the Notice of Meeting. PMI is an issuer registered
with the United States Securities and Exchange Commission (the
"SEC") and publicly listed on the New York Stock Exchange under the
symbol "PM"; accordingly, PMI publicly files annual and periodic
reports with the SEC. In addition, in compliance with currently
applicable Swedish law, the Issuer intends to publish on an annual
basis its standalone financial statements within six months of the
balance sheet date (i.e., no later than 30 June of the following
year) or within such period as required under Swedish law from time
to time. As at the date of the Consent Solicitation Memorandum, PMI
has a long-term credit rating* of A2 from Moody's, A- from Standard
& Poor's and A from Fitch . Further, as the Notes will (upon
implementation of the Proposal) have the benefit of the PMI
Guarantee, it is proposed that the cross-default to other debt of
the Issuer and its subsidiaries be removed from the Conditions of
the Notes. The absence of cross-default provisions is also
consistent with the terms of PMI's outstanding SEC-registered
debt securities.
* A credit rating is not a recommendation to buy, sell or hold
securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
Full details of the proposed amendments are set out in the
Notice of Meeting.
If a Noteholder wishes to review the amendments proposed
pursuant to the Proposal in detail, they are invited to review the
draft of the documents to be amended which the Information and
Tabulation Agent (as defined below) will make available upon
request.
As the resolution affects the Notes of more than one Series but
the resolution does not give rise to a conflict of interest between
the holders of the Notes of one Series or group of Series so
affected and the holder of another Series or group of Series so
affected, the resolution is proposed to be passed at a single
meeting of the Noteholders of the Notes of all the Series so
affected.
Eligible Noteholders
The Consent Solicitation is only being made to a Noteholder (an
"Eligible Noteholder") who is (a) not located in or resident in the
United States and is not a U.S. Person (as defined in Regulation S
under the Securities Act), (b) not a retail investor (as defined
below) located in or resident in the European Economic Area or the
United Kingdom; and (c) otherwise a person to whom the Consent
Solicitation can be lawfully made and that may lawfully participate
in the Consent Solicitation.
For the purposes of the Consent Solicitation, a "retail
investor" means: (A) in the case of person who is located or
resident in the European Economic Area, a person who is one (or
more) of (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II") or (ii) a
customer within the meaning of Directive 2016/97 (as amended, the
"Insurance Distribution Directive"), where that customer would not
qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; and (B) in the case of person who is
located or resident in the United Kingdom, a person who is one (or
more) of (i) a retail client, as defined in point (8) of Article 2
of Regulation (EU) No 2017/565 as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (the "EUWA") or
(ii) a customer within the meaning of the provisions of the
Financial Services and Markets Act 2000 (as amended, the "FSMA")
and any rules or regulations made under the FSMA to implement the
Insurance Distribution Directive, where that customer would not
qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA.
Effectiveness Conditions
The implementation of the Consent Solicitation and the
effectiveness of the Extraordinary Resolution will be conditional
on each of the following (together, the "Effectiveness
Conditions"):
(1) the passing of the Extraordinary Resolution;
(2) the Issuer not having previously terminated the Consent
Solicitation in accordance with the terms set out in the Consent
Solicitation Memorandum;
(3) the quorum required for, and the requisite majority of votes
cast at, the Meeting being satisfied by Eligible Noteholders,
irrespective of any participation at the Meeting by Noteholders who
are not Eligible Noteholders (the "Ineligible Noteholders") (and
would also have been so satisfied if any such Ineligible
Noteholders who provide confirmation only of their status as
Ineligible Noteholders and waive their right to attend (in person
or otherwise) and vote (or be represented) at the Meeting had
actually participated at the Meeting) (including, if applicable,
the satisfaction of such condition at an adjourned Meeting) (the
"Eligibility Condition"); and
(4) the execution and delivery of a guarantee by PMI
substantially in the form set out in the Schedule (Form of
Guarantee) of the Notice of Meeting.
Assuming the Effectiveness Conditions are satisfied, the
Extraordinary Resolution will take effect by way of the execution
of the documents amending the terms and conditions of the Notes and
the agency agreements, each of which are expected to be entered
into as soon as reasonably practicable after the date the
Extraordinary Resolution is passed.
Assuming the passing of the Extraordinary Resolution and
satisfaction of the other Effectiveness Conditions, the Proposal
will be binding on all Noteholders, including the Ineligible
Noteholders and those Noteholders who do not consent to the
Proposal or do not participate in the Meeting.
3. Consent Fee
Subject to the terms of the Consent Solicitation, the passing of
the Extraordinary Resolution and the satisfaction of the other
Effectiveness Conditions, the Issuer (or its nominee) will pay on
the Payment Date to each Eligible Noteholder holding Notes through
Euroclear, or Clearstream, Luxembourg ("Clearing Systems") who has
delivered (and not subsequently validly withdrawn or revoked) a
valid Consent Instruction voting in favour of the Extraordinary
Resolution which is received by the Information and Tabulation
Agent at or prior to the Early Consent Deadline, a consent fee of
0.15% of the nominal amount of the relevant Notes which are the
subject of such Consent Instruction (the "Consent Fee") (with such
Consent Fee being paid in the same currency as the relevant
Series).
Eligible Noteholders will not be eligible for the Consent Fee if
they submit Consent Instructions that are received after the Early
Consent Deadline, vote against the Extraordinary Resolution, vote
other than by delivery of a valid Consent Instruction, attend the
Meeting (in person or otherwise), if they do not vote at all or if
they revoke or withdraw their instructions (in the circumstances in
which revocation or withdrawal is permitted) or unblock their Notes
prior to the conclusion of the Meeting, if the Extraordinary
Resolution is not passed at the Meeting or the other Effectiveness
Conditions are not satisfied or if, when submitting a Consent
Instruction, such Eligible Noteholder is unable to make the
representations set out in paragraph 5(b) under "Terms of the
Consent Solicitation - Additional Terms of the Consent
Solicitation" of the Consent Solicitation Memorandum.
Eligible Noteholders may continue to submit Consent Instructions
up to the Expiration Time, but any Eligible Noteholder from whom a
valid Consent Instruction is received after the Early Consent
Deadline will not be eligible to receive the Consent Fee.
Noteholders are advised to check with any broker, dealer, bank,
custodian, trust company or other nominee through which they hold
the Notes whether such intermediary would require to receive
instructions to participate in, withdraw or revoke (in the
circumstances in which revocation or withdrawal is permitted) their
Consent Instruction before the deadlines specified in the Consent
Solicitation Memorandum. The deadlines set by each Clearing System
for the submission of Consent Instructions will be earlier than the
relevant deadlines specified in the Consent Solicitation
Memorandum.
Eligible Noteholders that do not deliver a Consent Instruction
but who wish to attend and vote at the Meeting in person or to be
represented or to otherwise vote at the Meeting must make the
necessary arrangement by the Expiration Time.
Ineligible Noteholders are not eligible to receive the Consent
Fee, but may be eligible to receive an Ineligible Noteholder
Payment in the circumstances described in the Notice of
Meeting.
4. The Meeting
A meeting to consider and, if thought fit, pass the
Extraordinary Resolution to approve the Proposal will be held in
person at 10.00 a.m. (London time) on 28 July 2023 at DLA Piper UK
LLP, 160 Aldersgate Street, London EC1A 4HT.
Assuming the passing of the Extraordinary Resolution and
satisfaction of the other Effectiveness Conditions, the Proposal
will be binding on all Noteholders, including those Noteholders who
do not consent to the Proposal or do not participate in the Meeting
(and any adjourned Meeting).
5. Indicative Timetable
This is an indicative timetable showing one possible outcome for
the timing of the Proposal, based on the dates printed in the
Notice of Meeting. This timetable is subject to change and dates
and times may be extended, re-opened or amended in accordance with
the terms of the Consent Solicitation, as described in the Consent
Solicitation Memorandum.
Accordingly, the actual timetable may differ significantly from
the timetable below, in particular if the Meeting is adjourned.
Event Date
Launch Date 15 June 2023
Early Consent Deadline , being the l atest time and date 4.00 p.m. (London time), 10 July 2023
for receipt by the Information and
Tabulation Agent of Consent Instructions in order for the
Eligible Noteholders to be eligible
for payment of the Consent Fee
Announcement of PMI 2023 Second Quarter Results 20 July 2023
Expiration Time , being the l atest time and date for (a) 4.00 p.m. (London time), 25 July 2023
receipt by the Information and
Tabulation Agent of Consent Instructions, and (b) the
Noteholders to withdraw or revoke the
Consent Instructions, as the case may be, each subject to
the rights of the Issuer to re-open,
extend, terminate and/or amend the Consent Solicitation
pursuant to the terms of the Consent
Solicitation Memorandum
Meeting 10.00 a.m. (London time), 28 July 2023
Announcement of results and, if passed, entry into the As soon as reasonably practicable after the Meeting
Supplemental Agency Agreement, the
Amended and Restated Final Terms, and the PMI Guarantee
Payment Date , being the date on which the Consent Fee is Expected to be no later than five Business Days following
expected to be paid to the relevant the announcement of the results
Noteholders, if the Extraordinary Resolution is passed at of the Meeting (assuming that the Extraordinary
the Meeting and the other Effectiveness Resolution is passed and the other Effectiveness
Conditions are satisfied Conditions are satisfied)
Noteholders are advised to check with any bank, broker, dealer,
trust company, Clearing System, other nominee or other intermediary
through which they hold their Notes as to the different deadlines
applied by such intermediary for the events specified above, and
then to adhere to such deadlines .
All the above dates are subject to earlier deadlines that will
be specified by the Clearing Systems or any intermediary.
The Issuer may, at its option and in its sole discretion, amend,
re-open, terminate, extend, or waive any condition of the Consent
Solicitation at any time (subject in each case to applicable law
and as provided in the Consent Solicitation Memorandum).
6. Solicitation Agent and Information and Tabulation Agent
Questions and requests for assistance in connection with (i) the
Consent Solicitation may be directed to the Solicitation Agent (as
defined below) and (ii) the delivery of a Consent Instruction may
be directed to the Information and Tabulation Agent.
The solicitation agent for the Consent Solicitation is
("Solicitation Agent"):
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Telephone: +44 20 7545 8011
Attention: Liability Management Group
The information and tabulation agent with respect to the Consent
Solicitation is ("Information and Tabulation Agent"):
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London, SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
E-mail: swedishmatch@is.kroll.com
Attention: Owen Morris
Consent Website: https://deals.is.kroll.com/swedishmatch
7. FURTHER INFORMATION
A complete description of the terms and conditions of the
Consent Solicitation is set out in the Consent Solicitation
Memorandum. A copy of the Notice of Meeting has been made available
to all Noteholders and a copy of the Consent Solicitation
Memorandum is available to Eligible Noteholders upon request from
the Information and Tabulation Agent.
Before making a decision with respect to the Consent
Solicitation, Eligible Noteholders should carefully consider all of
the information in the Consent Solicitation Memorandum and the
Ineligible Noteholders should carefully consider all of the
information in the Notice of Meeting, in particular, the
Noteholders should carefully consider the risk factors described in
the section entitled "Risk Factors" of each of the Consent
Solicitation Memorandum and the Notice of the Meeting.
This announcement is made by Swedish Match AB (publ) and
contains information that qualified as inside information for the
purposes of Article 7(1) 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 Consent
Solicitation and the Proposal described above. For the purposes of
UK MAR and the Implementing Technical Standards, this announcement
is made by Anders Larsson, Chief Financial Officer at the
Issuer.
LEI of Swedish Match AB (publ): 529900YVXCGNWAUYZG78
DISCLAIMERS
This announcement must be read by Eligible Noteholders in
conjunction with the Consent Solicitation Memorandum and by
Ineligible Noteholders in conjunction with the Notice of Meeting.
This announcement, the Consent Solicitation Memorandum and the
Notice of Meeting contain important information which should be
read carefully before any decision is made with respect to the
Proposal. Noteholders may, at any time during normal business hours
on any weekday (Saturdays, Sundays and bank and other public
holidays excepted) prior to the Meeting, obtain copies of the
Notice of Meeting and certain documents set out in the Notice of
Meeting from the Information and Tabulation Agent in electronic
form at request, and if they are Eligible Noteholders, copies of
the Consent Solicitation Memorandum.
None of PMI, the Solicitation Agent, the Information and
Tabulation Agent (or their respective directors, officers,
employees, agents or affiliates) makes any representations or
recommendations whatsoever regarding the Consent Solicitation
Memorandum, or any document prepared in connection with it, the
Proposal, the Extraordinary Resolution or the Consent
Solicitation.
Each Noteholder should take its own independent advice and is
solely responsible for making its own independent appraisal of all
matters (including, without limitation, the Consent Solicitation,
the Extraordinary Resolution, the Proposal and the tax consequences
thereof for the Noteholder) as such Noteholder deems appropriate in
evaluating, and each Noteholder must make its own decision.
None of: (i) the Issuer, (ii) PMI, (iii) the Solicitation Agent,
(iv) the Information and Tabulation Agent, (v) the Paying Agents,
or any director, officer, employee, agent or affiliate of any such
person, is acting for any Noteholder, or will be responsible to any
Noteholder for providing any protections which would be afforded to
its clients or for providing advice in relation to the Consent
Solicitation (including the Proposal) or the Extraordinary
Resolution, and accordingly none of: (i) the Issuer, (ii) PMI,
(iii) the Solicitation Agent, (iv) the Information and Tabulation
Agent, or (v) the Paying Agents, expresses any opinion about the
terms of the Consent Solicitation, the Proposal or the
Extraordinary Resolution or makes any recommendation whether a
Noteholder should participate in the Consent Solicitation or
otherwise participate at the Meeting.
Neither this announcement nor the Consent Solicitation
Memorandum constitutes or forms part of, and should not be
construed as, an offer for sale or subscription of, or a
solicitation of any offer to buy or subscribe for, any securities
of the Issuer or any other entity.
The distribution of this announcement and the Consent
Solicitation Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement or the
Consent Solicitation Memorandum comes are required by the Issuer,
PMI, the Solicitation Agent and the Tabulation and Information
Agent to inform themselves about, and to observe, any such
restrictions. This announcement and any materials relating to the
Consent Solicitation do not constitute, and may not be used in
connection with, any form of offer or solicitation in any place
where such offers or solicitations are not permitted by law.
United States
The Consent Solicitation is being made only outside the United
States, to persons other than "U.S. persons" (as defined in
Regulation S under the Securities Act). Any purported participation
in the Consent Solicitation resulting directly or indirectly from a
violation of these restrictions will be invalid and any
participation in the Consent Solicitation by a person that is
located or resident in the United States or that is a U.S. person
or by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a beneficial owner that is giving
instructions from within the United States or that is any U.S.
person will not be accepted.
Neither this announcement nor the Consent Solicitation
Memorandum is an offer of securities for sale in the United States
or to any U.S. person. Securities may not be offered or sold in the
United States absent registration or an exemption from
registration. The Notes and the proposed PMI Guarantee 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 or sold in the United States or to,
or for the account or benefit of, U.S. persons, unless an exemption
from the registration requirements of the Securities Act is
available.
Each Noteholder participating in the Consent Solicitation will
represent that it is not a U.S. person (as defined in Regulation S
under the Securities Act), is not acting for the account or benefit
of any U.S. person, and is not located or resident in the United
States.
"United States" means the United States of America, its
territories and possessions, any state of the United States of
America and the District of Columbia.
MiFID II professionals/ECPs-only and UK MiFIR
professionals/ECPs-only - Manufacturer target market (MiFID II
product governance and UK MiFIR product governance) is eligible
counterparties and professional clients only (all distribution
channels).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
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END
MSCEAPKSFAADEEA
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