TIDMAAL TIDM38JO
RNS Number : 9760Z
Anglo American PLC
20 March 2017
Anglo American Capital plc announces Tender Offers for certain
of its Notes
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES
AND POSSESSIONS) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION
RESTRICTIONS" BELOW)
20 March 2017. Anglo American Capital plc1 (the "Company") today
announces its invitations to holders of such of its outstanding
notes as are listed below (together the "Notes") to tender some or
all of their Notes to the Company for purchase by the Company for
cash (the "Tender Offers"), for an aggregate consideration of up to
the Total Funds Available (as defined below), subject to
satisfaction of the New Issue Condition (as defined herein) and
upon the terms and subject to the other conditions set out in the
tender offer memorandum dated 20 March 2017 (the "Tender Offer
Memorandum") prepared by the Company, and subject to the offer and
distribution 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 but not defined in this
announcement have the meanings given to them in the Tender Offer
Memorandum.
Notes ISIN Outstanding Reference Rate Fixed Purchase Total Funds
Nominal Amount Purchase Spread Available1
Yield
---------------- ------------- --------------- --------------------- ------------ ------------ -----------------
EUR750,000,000 XS1052677207 EUR537,805,000 N/A -0.15 per N/A
1.750 per cent. cent.2
Notes due 3
April 2018
(the "Notes due
April 2018")
---------------- ------------- --------------- --------------------- ------------ ------------ -----------------
GBP400,000,000 XS0361024895 GBP266,743,000 5.000 per cent. UK N/A 70 bps
6.875 per cent. Treasury Gilt due 7
Notes due 1 May March 2018 (ISIN:
2018 GB00B1VWPC84)
(the "Notes due
May 2018")
---------------- ------------- --------------- --------------------- ------------ ------------
EUR750,000,000 XS0830380639 EUR481,635,000 N/A 0.00 per N/A
2.500 per cent. cent.2
Notes due 18
September 2018
(the "Notes due
September
2018")
---------------- ------------- --------------- --------------------- ------------ ------------
EUR750,000,000 XS0789283792 EUR750,000,000 June 2019 N/A 40 bps
2.750 per cent. Interpolated
Notes due 7 Mid-Swap Rate
June 2019
(the "Notes due
June 2019")
---------------- ------------- --------------- --------------------- ------------ ------------
EUR600,000,000 XS1211292484 EUR600,000,000 3 Year Mid-Swap Rate N/A 70 bps
1.500 per cent.
Notes due 1
April 2020
(the "Notes due
April 2020")
---------------- ------------- --------------- --------------------- ------------ ------------
EUR600,000,000 XS0995040051 EUR600,000,000 November 2020 N/A 85 bps Subject as set
2.875 per cent. Interpolated out in the
Notes due 20 Mid-Swap Rate Tender Offer
November 2020 Memorandum, an
(the "Notes due aggregate amount
November 2020") up to the FX
Equivalent
of
US$1,250,000,000
is available for
purchase of the
Notes pursuant
to the Tender
Offers.
---------------- ------------- --------------- --------------------- ------------ ------------ -----------------
1 Including for payment of Derivative Costs, but excluding for
payment of Accrued Interest.
2 For information purposes only, the Purchase Price in respect
of the Notes due April 2018 and the Notes due September 2018 will,
when determined in the manner described herein on the basis of a
Settlement Date of 30 March 2017, be 101.924 per cent. and 103.678
per cent., respectively, assuming the Settlement Date is 30 March
2017. Should the Settlement Date in respect of any Notes due April
2018 and/or Notes due September 2018 accepted for purchase pursuant
to the relevant Offers to Sell differ from 30 March 2017, such
Purchase Price(s) will be recalculated, all as further described in
the Tender Offer Memorandum.
Rationale for the Tender Offers
The Tender Offers, together with the U.S. Tender Offers (as
defined below) and the proposed New Issue (as defined below), are
being made as part of the Company's ongoing pro-active capital
management and are aimed at extending the Company's debt maturity
profile.
Details of the Tender Offers
The Company has today launched, contemporaneously with the
launch of the Tender Offers, offers to purchase for cash (the "U.S.
Tender Offers") a capped amount of two series of its U.S. dollar
denominated debt securities with an aggregate nominal amount
outstanding of US$1,350,000,000. The U.S. Tender Offers are not the
subject of the Tender Offer Memorandum or this announcement.
The Company announced today that it intends to hold investor
calls with a view to issuing U.S. dollar and/or Euro
benchmark-sized notes in the international capital markets (the
"New Issue"). The purchase of any Notes by the Company pursuant to
the Tender Offers is subject, without limitation to the other
matters contained in the Tender Offer Memorandum, to the successful
completion (in the sole determination of the Company) of the New
Issue (the "New Issue Condition").
Subject to the right of the Company to extend, terminate,
withdraw or amend the terms and conditions of the Tender Offers, as
at the date of this announcement the Company proposes to accept
valid tenders of Notes for purchase pursuant to the Tender Offers
for cash such that the aggregate amount payable by the Company
(including Derivative Costs (assuming an even participation as a
percentage of the outstanding nominal amount of each Series of
Notes in the Tender Offers, the Derivative Costs are estimated to
be approximately U.S.$230,000,000), but excluding Accrued Interest,
in respect of the Notes that are purchased) (the "Total Amount
Payable") does not exceed the FX Equivalent of US$1,250,000,000
(the "Total Funds Available"), although the Company reserves the
right, in its sole discretion and for any reason, including, but
not limited to, the size of the New Issue to increase or decrease
the Total Funds Available and/or to accept Offers to Sell in
respect of Notes such that the Total Amount Payable by the Company
is less or more than the Total Funds Available (or not to accept
any Notes) for purchase pursuant to the Tender Offers.
The Company will determine the allocation of the aggregate
nominal amount accepted for purchase pursuant to the Tender Offers
among each Series (the "Series Acceptance Amounts" and each, a
"Series Acceptance Amount") in its sole discretion.
The Company will pay, for the Notes in each Series accepted by
it for purchase pursuant to the Tender Offers and subject to the
New Issue Condition being satisfied or waived, the relevant
Purchase Price (expressed as a percentage and rounded to the third
decimal place, with 0.0005 being rounded upwards) to be determined
at or around the Pricing Time on the Pricing Date (subject to the
right of the Company to extend, re-open, amend and/or terminate the
Tender Offers) in the manner described in the Tender Offer
Memorandum by reference to the relevant Purchase Yield which will
be (i) in the case of the Fixed Yield Notes, the Fixed Purchase
Yield and (ii) in respect of the Fixed Spread Notes the sum (such
sum to be annualised in the case of the Notes due May 2018) of (a)
the relevant Purchase Spread and (b) the relevant Reference Rate
for each Series.
The Purchase Price in respect of each Series of Notes will be
determined at the Pricing Time on the Pricing Date as described
below in accordance with market convention, and is intended to
reflect a yield to maturity of each applicable Series on the
Settlement Date equal to the relevant Purchase Yield. Specifically,
the Purchase Price for each of the Notes will equal (a) the value
of all remaining payments of principal and interest on each such
Series up to and including the relevant maturity date of such
Series, discounted to the Settlement Date at a discount rate equal
to the relevant Purchase Yield (annualised as appropriate), minus
(b) the relevant Accrued Interest Amount.
The calculation of the relevant Purchase Yield (where
applicable), Purchase Price and Accrued Interest Amount for each
Series of Notes will be made by the Joint Dealer Managers on behalf
of the Company, and such calculations will be final and binding on
the Noteholders, absent manifest error.
The Accrued Interest Amount will be calculated on the basis of
the applicable interest rate for the relevant Notes and paid to
each Noteholder who has validly tendered Notes for purchase (and
whose Offer to Sell has been accepted) pursuant to the Tender
Offers.
The Company is not under any obligation to accept for purchase
any Notes tendered pursuant to the Tender Offers. The acceptance
for purchase by the Company of Notes validly tendered pursuant to
the Tender Offers is at the sole discretion of the Company and
tenders may be rejected by the Company for any reason.
The Company reserves the right at any time to waive any or all
of the Conditions of the Tender Offer (including, but not limited
to, the New Issue Condition as set out in the Tender Offer
Memorandum).
In the event that Offers to Sell are received in respect of an
aggregate nominal amount of a Series of Notes which is greater than
the relevant Series Acceptance Amount, a pro rata reduction will be
applied to such Offers to Sell in respect of the relevant Series.
Any such reduction will be calculated as described in the Tender
Offer Memorandum. Offers to Sell which relate (including after any
pro-rating) to a nominal amount of Notes of any relevant Series of
less than the relevant Minimum Denomination will be rejected.
Electronic Offer Instructions
In order to participate in, and be eligible to receive the
Tender Consideration in respect of the relevant Series of Notes
pursuant to, the Tender Offers, Noteholders must validly tender
their Notes by delivering, or arranging to have delivered on their
behalf, a valid Electronic Offer Instruction that is received by
the Tender Agent by 16:00 hours (London time) on 27 March 2017.
Electronic Offer Instructions will be irrevocable except in the
limited circumstances described in the Tender Offer Memorandum.
The Notes are denominated, and accordingly can only be tendered
in the Tender Offers, in the Minimum Denominations and Permitted
Integral Multiples in excess thereof applicable to each respective
Series, being:
Series Minimum Denomination Permitted Integral
Multiples
--------------------- --------------------- -------------------
Notes due April
2018 EUR100,000 EUR1,000
--------------------- --------------------- -------------------
Notes due May
2018 GBP50,000 GBP1,000
--------------------- --------------------- -------------------
Notes due September
2018 EUR100,000 EUR1,000
--------------------- --------------------- -------------------
Notes due June
2019 EUR100,000 EUR1,000
--------------------- --------------------- -------------------
Notes due April
2020 EUR100,000 EUR1,000
--------------------- --------------------- -------------------
Notes due September
2020 EUR100,000 EUR1,000
--------------------- --------------------- -------------------
A separate Offer to Sell must be completed on behalf of each
beneficial owner and in respect of each Series of Notes.
Before making a decision whether to tender Notes pursuant to a
Tender Offer, Noteholders should carefully consider all of the
information in the Tender Offer Memorandum and, in particular, the
factors set out under the heading "Risk Factors".
Indicative Timetable for the Tender Offers
Events/Dates Times and Dates
Commencement of the Tender Offers
Tender Offers and proposed New Issue announced and 20 March 2017
beginning of Tender Offer Period. Tender
Offer Memorandum available from the Tender Agent.
Expiration Time
Deadline for receipt of Electronic Offer Instructions and 16:00 hours (London time) on 27 March 2017
end of Tender Offer Period.
Tendering Noteholders should note that Electronic Offer
Instructions must be submitted in
accordance with the deadlines of the Clearing Systems,
which will be before the Expiration
Time.
Announcement of Indicative Results of Tender Offers
Announcement by the Company of a non-binding indication At or around 09:00 hours (London time) on 28 March 2017
of the level at which it expects to
set (subject to satisfaction of the New Issue Condition)
the Series Acceptance Amounts and
any indicative Pro-Rating Factor(s) (if applicable) in
the event the Company decides to accept
valid tenders of Notes pursuant to the Tender Offers.
Pricing Date and Time
Determination of each Purchase Price and, in respect of At or around 13:00 hours (London time) on 28 March 2017
the Fixed Spread Notes accepted for
purchase, determination of the relevant Reference Rate
and the relevant Purchase Yield; determination
of each applicable FX Rate.
Announcement of Final Offer Results and Pricing
Announcement of (i) whether the New Issue Condition has As soon as reasonably practicable after the Pricing Time
been satisfied or waived, (ii) whether on the Pricing Date
the Company will accept valid Offers to Sell pursuant to
the Tender Offers; (iii) in respect
of the Notes accepted for purchase, the relevant Purchase
Price; (iv) in respect of the Fixed
Spread Notes accepted for purchase, the relevant
Reference Rate and the relevant Purchase
Yield; and (v) the relevant Series Acceptance Amounts,
any Pro-Rating Factor (if applicable)
and Accrued Interest Amounts.
Settlement Date
Settlement of the Tender Offers and payment of the Tender Expected to take place on 30 March 2017
Consideration in respect of Notes
accepted for purchase.
The Company may, in its sole discretion, extend, re-open, amend,
waive any condition of, including but not limited to the New Issue
Condition, or terminate the Tender Offers at any time (subject to
applicable law and as provided in the Tender Offer Memorandum) and
the above times and dates are subject to the right of the Company
to so extend, re-open, amend and/or terminate the Tender
Offers.
Noteholders are advised to check with the broker, dealer, bank,
custodian, trust company, or other nominee through which they hold
their Notes as to the deadlines by which such intermediary would
require receipt of instructions from Noteholders to participate in,
or (where permitted) to withdraw their instructions to participate
in, the Tender Offers in accordance with the terms and conditions
of the Tender Offers as described in the Tender Offer Memorandum in
order to meet the deadlines set out above and in the Tender Offer
Memorandum. The deadlines set by any such intermediary and each
Clearing System for the submission and (where permitted) withdrawal
of Offers to Sell will be earlier than the relevant deadlines
specified above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Tender Offers will be made by the delivery of notices to the
Clearing Systems for communication to Direct Participants. Such
announcements may also be made on the relevant Reuters Screen
and/or by the issue of a press release to a Notifying News Service
and/or via the Regulatory News Service operated by the London Stock
Exchange. 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 on the last page of the Tender
Offer Memorandum. 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 Tender Offers. In addition, Noteholders
may contact the Joint Dealer Managers for information using the
contact details below.
Noteholders are advised to carefully read the Tender Offer
Memorandum for full details of, and information on, the procedures
for participating in the Tender Offer.
Citigroup Global Markets Limited and Morgan Stanley & Co.
International plc are the Global Coordinators and Banco Bilbao
Vizcaya Argentaria, S.A., Banco Santander, S.A. and Barclays Bank
PLC together with Citigroup Global Markets Limited and Morgan
Stanley & Co. International plc are acting as Joint Dealer
Managers for the Tender Offers and Lucid Issuer Services Limited is
acting as Tender Agent.
Questions and requests for information in relation to the Tender
Offers may be directed to the Joint Dealer Managers.
GLOBAL COORDINATORS
Citigroup Global Markets Morgan Stanley & Co. International
Limited plc
Citigroup Centre 25 Cabot Square
33 Canada Square Canary Wharf
Canary Wharf London E14 4QA
London E14 5LB United Kingdom
United Kingdom
JOINT DEALER MANAGERS
Banco Bilbao Vizcaya Argentaria, Banco Santander, S.A.
S.A.
44(th) Floor, One Canada Ciudad Grupo Santander
Square Edificio Encinar
E14 5AA Avenida de Cantabaria,
s/n 28660 Boadilla del
Monte
United Kingdom Madrid
Spain
Tel: +44 20 7648 7516/ Tel: +44 20 7756 6909/
+44 20 7397 6125 +44 20 7756 6648
Attention: Liability Management Attention: Liability Management
Email: liabilitymanagement@bbva.com Email: tommaso.grospietro@santandergcb.com/
King.Cheung@santandergcb.com
Barclays Bank PLC Citigroup Global Markets
Limited
5 The North Colonnade Citigroup Centre
Canary Wharf 33 Canada Square
London E14 4BB Canary Wharf
United Kingdom London E14 5LB
United Kingdom
Tel: +44 20 3134 8515 Tel: +44 20 7986 8969
Attention: Liability Management Attention: Liability Management
Group Group
Email: eu.lm@barclays.com Email: liabilitymanagement.europe@citi.com
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom
Tel: +44 20 7677 7799
Attention: Liability Management
Email: liabilitymanagement.europe@morganstanley.com
Requests for information in relation to the procedures
for tendering Notes in the Tender Offers and the
submission of Electronic Offer Instructions or
for copies of the Tender Offer Memorandum or related
documents should be directed to:
THE TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Tel: +44 20 7704 0880
Attention: Thomas Choquet / David Shilson
Email: angloamerican@lucid-is.com
This announcement is released by Anglo American Capital plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 (MAR), encompassing
information relating to the Tender Offers, the U.S. Tender Offers
and the New Issue described above. For the purposes of MAR and
Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this announcement is made by John Mills (Group Company Secretary)
at Anglo American Capital plc.
DISCLAIMER
Nothing in this announcement constitutes an offer of securities
in the United States of America. The notes referred to above have
not been and will not be registered under the U.S. Securities Act
of 1933 (the "Securities Act") or with any securities regulatory
authority of any state or other jurisdiction of the United States
and may not be offered or sold within the United States except
pursuant to an exemption from, or in a transaction not subject to,
the registration requirements of the Securities Act.
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 Tender Offers. If any
Noteholder is in any doubt as to the content of this announcement
or the Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial advice, including in respect
of any tax consequences, from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender such Notes pursuant
to the Tender Offers. None of the Company, the Joint 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 Tender 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 comes are required by each of the Company, the
Joint 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 Offers to
Sell 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
the Tender Offers to be made by a licensed broker or dealer or
similar and any of the Joint Dealer Managers or any of the Joint
Dealer Managers' respective affiliates is such a licensed broker or
dealer or similar in any such jurisdiction, the Tender Offers shall
be deemed to be made by such Joint Dealer Manager or such
affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
Each Noteholder participating in the Tender Offer will be deemed
to give certain representations in respect of the jurisdictions
referred to below and generally as set out in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to an Offer
to Sell pursuant to the Tender Offer from a Noteholder that is
unable to make these representations may be rejected. Each of the
Company, the Joint Dealer Managers and the Tender Agent reserves
the right, in its absolute discretion (and without prejudice to the
relevant Noteholder's responsibility for the representations made
by it), to investigate, in relation to any tender of the Notes for
purchase pursuant to the Tender Offer, whether any such
representation given by a Noteholder is correct and, if such
investigation is undertaken and as a result the Company determines
(for any reason) that such representation is not correct, such
Offer to Sell may be rejected.
United States
The Tender Offers are not being made, and will not be made,
directly or indirectly in or into, or by use of the mail 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 Tender 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 any person
acting for the account or benefit of a person located or resident
in the United States. Accordingly, copies of this announcement and
the Tender Offer Memorandum and any other documents or materials
relating to the Tender Offers are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any
persons located or resident in the United States. Any purported
tender of Notes in the Tender Offers 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 person located in the United States
or from within the United States or from 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 holder of Notes participating in the Tender Offers will
represent that it is not located in the United States and it is not
participating in the Tender Offers from the United States, or that
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 the Tender Offers from the United States. For the
purposes of this and the above paragraph, "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
The communication of this announcement and the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offers are not being made by, 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, 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 (the "Order")) or to persons falling within Article 43(2) of
the Order, or to other persons to whom it may otherwise lawfully be
made in accordance with the Order.
Italy
None of the Tender Offers, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Tender 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 Tender
Offers are being carried out in the Republic of Italy ("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.
Any holder or beneficial owner of the Notes may tender their
Notes for purchase in the Tender 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.
16190 of 29 October 2007, as amended from time to time, and
Legislative Decree No. 385 of 1 September 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority. Each
intermediary must comply with the applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the Notes, this announcement, or the Tender Offer
Memorandum.
Belgium
None of this announcement, the Tender Offer Memorandum or any
other documents or materials relating to the Tender Offers have
been submitted to or will be submitted for approval or recognition
to the Financial Services and Markets Authority (Autorité des
services et marches financiers / Autoriteit financiële diensten en
markten) and, accordingly, the Tender Offers may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of 1 April 2007 on public takeover bids (as
amended or replaced from time to time) (the "Belgian Takeover
Law"). Accordingly, the Tender Offers may not be advertised and the
Tender Offers will not be extended, and none of this announcement,
the Tender Offer Memorandum or any other documents or materials
relating to the Tender 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 (i) to "qualified investors" in
the sense of Article 10 of the Belgian Law of 16 June 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets (as amended from time
to time), acting on their own account or (ii) in any circumstances
set out in Article 6(4) of the Belgian Takeover Law. 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 Tender Offers. Accordingly, the
information contained in this announcement and the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
France
The Tender Offers are not being made, directly or indirectly, to
the public in the Republic of France ("France"). None of this
announcement, the Tender Offer Memorandum or any other document or
material relating to the Tender Offers has 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, in each case acting for their own account, 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 Tender Offers. Neither this announcement nor the
Tender Offer Memorandum has been and will not be submitted for
clearance to nor approved by the Autorité des Marchés
Financiers.
[1] (LEI TINT358G1SSHR3L3PW36)
This information is provided by RNS
The company news service from the London Stock Exchange
END
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