TIDMAML
RNS Number : 1458B
Aston Martin Lagonda Glob.Hldgs PLC
29 September 2022
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, ANY
STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA (THE "UNITED
STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER
THE SECURITIES ACT). NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION
IN WHOLE OR IN PART IN OR INTO AUSTRALIA, CANADA, JAPAN, CHINA OR
SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH ACTIVITY WOULD BE
UNLAWFUL.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN
OFFER TO BUY OR SELL, OR AN INVITATION OR SOLICITATION OF AN OFFER
TO BUY OR SELL, SECURITIES IN ANY JURISDICTION. THE INFORMATION
CONTAINED HEREIN DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER TO
ISSUE OR SELL OR TER, OR ANY SOLICITATION OF ANY OFFER TO SUBSCRIBE
OR PURCHASE, ANY INVESTMENTS IN ANY JURISDICTION.
29 September 2022
Aston Martin Lagonda Global Holdings plc
Tender Offer by Aston Martin Capital Holdings Limited for a
Portion of Its Outstanding Notes
Aston Martin Lagonda Global Holdings plc ("Aston Martin", "Aston
Martin Lagonda" or the "Company") today announces
-- Commencement of tender offer for Aston Martin Capital Holdings Limited's outstanding notes
-- Tender offer follows Company's equity capital raise of
approximately GBP653.8 million, first announced on 15 July 2022 and
successfully completed, as announced on 28 September 2022
-- Tender offer for up to a total Tender Consideration (defined
below) of $200 million relating to the Notes, consistent with the
Company's plan to use up to half of the equity issuance proceeds
for debt repayment
Commencement of Tender Offer
Following the Company's announcement on 15 July 2022 of a c.
GBP653.8 million equity capital raise, which was successfully
completed, as announced on 28 September 2022, the Company announces
that its wholly owned indirect subsidiary, Aston Martin Capital
Holdings Limited (the "Issuer"), has commenced offers to purchase
for cash (each such offer, an "Offer," and together, the "Offers")
up to a total Tender Consideration (defined below) of $200,000,000
(although the Issuer reserves the right, in its sole discretion, to
increase or decrease the proposed Tender Consideration) at prices
to be determined pursuant to an Unmodified Dutch Auction Procedure
(as defined in the Offer to Purchase) relating to its outstanding
10.5% Senior Secured Notes due 2025 (the "Senior Secured Notes")
and 15.0% Second Lien Split Coupon Notes due 2026 (the "Second Lien
Notes," and together with the Senior Secured Notes, the "Notes"),
upon the terms and subject to the conditions set forth in the
Issuer's Offer to Purchase dated 29 September 2022 (as it may be
amended or supplemented from time to time, the "Offer to
Purchase").
The Offers will expire at 4:00 p.m., London time, on 7 October
2022, unless extended (such date and time, as the same may be
extended, the "Expiration Time"). The Issuer reserves the right to
extend, amend or terminate the Offers at any time. The deadlines
set by any custodian, Direct Participant (as defined in the Offer
to Purchase), intermediary or Clearing System (as defined in the
Offer to Purchase) may be earlier than this deadline and holders of
Notes (the "Holders") should contact the intermediary through which
they hold their Notes to ensure proper and timely delivery of
tenders.
Certain information regarding the Notes and the terms of the
Offers is summarized in the table below.
Outstanding Minimum
Description ISIN / Principal Purchase Purchase
of Notes CUSIP Amount Consideration Price Tender Consideration
----------------- --------------- --------------- ----------------- ---------- -------------------------------
The aggregate cash
consideration, excluding
any Accrued Interest
(as defined in the
Offer to Purchase),
to be paid by the
Issuer to purchase
the Notes validly
tendered and accepted
for purchase in the
Offers is a total
amount of up to $200,000,000
(although the Issuer
reserves the right,
in its sole discretion,
to significantly increase
or decrease the proposed
Tender Consideration
10.5% Senior To be determined and accept significantly
Secured Notes pursuant less than or more
due 2025 USG05891AH20 to an Unmodified than such amount for
(the "Senior / Dutch Auction purchase pursuant
Secured Notes") G05891AH2 $1,184,000,000 Procedure. 100.000% to the Offers).
15.0% Second
Lien Split
Coupon Notes
due 2026 USG05891AG47
(the "Second / G05891
Lien Notes") AG4 $366,106,817(1) 105.000%
(1) This amount includes the amount of payment-in-kind interest
added to the original aggregate principal amount of the Second Lien
Notes of $335,000,000 since issuance, as of May 1, 2022.
The "Tender Consideration" for Notes validly tendered and
accepted for purchase pursuant to the Offers shall be as set forth
in the table above. In respect of Notes validly tendered that are
accepted for purchase, the Issuer will pay the Tender Consideration
on the Settlement Date (defined below). The Issuer will announce
the results of the Offers as soon as reasonably practicable on the
Business Day (as defined in the Offer to Purchase) following the
Expiration Time. The settlement date with respect to Notes validly
tendered that are accepted for purchase by the Issuer is expected
to occur on 11 October 2022, being the Business Day following the
announcement of the results of the Offers (the "Settlement
Date").
The Issuer will only accept tenders with respect to the Senior
Secured Notes held on the Regulation S Global Note bearing ISIN
USG05891AH20 and with respect to the Second Lien Notes held on the
Regulation S Global Note bearing ISIN USG05891AG47. The Issuer will
not accept tenders with respect to the Senior Secured Notes held on
the Rule 144A Global Note bearing ISIN US04625HAG48, or with
respect to the Second Lien Notes held on the Rule 144A Global Note
bearing ISIN US04625HAE99 or the IAI Global Note bearing ISIN
US04625HAF64. In order to participate in the Offers, each Eligible
Holder (as defined below) of the Senior Secured Notes held on the
Rule 144A Global Note bearing ISIN US04625HAG48 or of the Second
Lien Notes held on the Rule 144A Global Note bearing ISIN
US04625HAE99 or the IAI Global Note bearing ISIN US04625HAF64 who
is not a U.S. person and is located outside the United States and
otherwise complies with the restrictions in the Offer to Purchase
must, prior to the Expiration Time, exchange such Senior Secured
Notes held on the Rule 144A Global Note bearing ISIN US04625HAG48,
Second Lien Notes held on the Rule 144A Global Note bearing ISIN
US04625HAE99 or Second Lien Notes held on the IAI Global Note
bearing ISIN US04625HAF64 for Senior Secured Notes held on the
Regulation S Global Note bearing ISIN USG05891AH20 or Second Lien
Notes held on the Regulation S Global Note bearing ISIN
USG05891AG47, as applicable, in accordance with the procedures
specified in the Senior Secured Indenture (as defined in the Offer
to Purchase) or the Second Lien Indenture (as defined in the Offer
to Purchase), as applicable.
Holders of Notes validly tendered that are accepted for purchase
by the Issuer will, on the Settlement Date, receive the Tender
Consideration in respect of such Notes, plus any accrued and unpaid
interest from the interest payment date for the relevant Notes
immediately preceding the Settlement Date to, but not including,
the Settlement Date.
Payment for Notes validly tendered and not validly withdrawn
pursuant to the Offers is subject to the satisfaction of certain
conditions. However, the Offers are not conditioned upon any
minimum amount of Notes being tendered. The Issuer reserves the
right, in its sole discretion, to waive any and all conditions to
the Offers.
Eligible Holders (defined below) may not withdraw valid tenders
of Notes in the Offers except under the limited circumstances set
forth in the Offer to Purchase.
The Offers are being made only to Eligible Offerees (as defined
in the Offer to Purchase) who hold Notes through the Clearing
Systems (the "Eligible Holders") and who have represented to the
Issuer pursuant to the deemed representations described in the
Offer to Purchase that they are eligible to participate in the
Offers. Only Eligible Holders are authorized to receive or review
the Offer to Purchase or to participate in the Offers. The Offers
are not being made to any U.S. person (as defined in Regulation S
under the Securities Act) or to any person in the United States.
The Offers are being made to dealers or other professional
fiduciaries located outside the United States or acting on a
discretionary basis only for the benefit or account of non-U.S.
persons located outside the United States.
The Issuer has retained J.P. Morgan Securities plc ("J.P.
Morgan") and Barclays Bank PLC ("Barclays") to act as dealer
managers in connection with the Offers. Questions about the Offers
may be directed to J.P. Morgan at +44 207 134 4353 or
liability_management_EMEA@jpmorgan.com , or to Barclays at +44 203
134 8515 or eu.lm @barclays.com . Copies of the Offer documents and
other related documents may be obtained from Morrow Sodali Limited,
the information and tender agent for the Offers, subject to
eligibility and registration, on the Tender Offer Website:
https://projects.morrowsodali.com/AstonMartin ; at +852 2319 4130
(Hong Kong) or +44 20 4513 6933 (London), or
AstonMartin@investor.morrowsodali.com .
The Offers are being made solely by means of the Offer
documents. Under no circumstances shall this press release
constitute an offer to purchase or the solicitation of an offer to
sell the Notes or any other securities of the Issuer or any other
person, nor shall there be any offer or sale of any Notes or other
securities in any state or jurisdiction in which such an offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction.
In addition, nothing contained herein constitutes a notice of
redemption of the Notes. No recommendation is made as to whether
Holders of the Notes should tender their Notes.
Enquiries
Investors and Analysts
Sherief Bakr Director of Investor Relations +44 (0)7789 177547
sherief.bakr@astonmartin.com
Holly Grainger Deputy Head, Investor Relations +44 (0)7442 989551
holly.grainger@astonmartin.com
Media
Kevin Watters Director of Communications +44 (0)7764 386683
kevin.watters@astonmartin.com
Paul Garbett Head of Corporate and Brand Communications +44 (0)7501 380799
paul.garbett@astonmartin.com
Grace Barnie Corporate Communications Manager +44 (0)7880 903490
grace.barnie@astonmartin.com
Tulchan Communications
Harry Cameron and Simon Pilkington +44 (0)20 7353 4200
J.P. Morgan (Dealer Manager)
Robert Constant
James A. Kelly
Natalie Day Netter
Quentin Plessis +44 (0)20 7134 4353
Barclays (Dealer Manager)
Enrico Chiapparoli
Lawrence Jamieson
Alastair Blackman
Arthur Schuetz +44 (0) 20 7623 2323
IMPORTANT NOTICES
This announcement is not for publication or distribution,
directly or indirectly, in or into to any person located or
resident in the United States, its territories and possessions, any
state of the United States or the District of Columbia (the "United
States") or to any U.S. person (as defined in Regulation S under
the Securities Act ("Regulation S")) or in or into any other
jurisdiction where it is unlawful to distribute this document. This
announcement does not contain or constitute an offer for sale or
the solicitation of an offer to purchase, or an offer to tender or
the solicitation or invitation of an offer to tender, securities in
the United States. No securities referred to herein have been or
will be registered under the US Securities Act of 1933, as amended
(the "Securities Act"), or under any securities laws of any state
or other jurisdiction of the United States and such securities may
not be offered, sold, taken up, exercised, resold, renounced,
transferred or delivered, directly or indirectly, within the United
States except pursuant to an applicable exemption from or in a
transaction not subject to the registration requirements of the
Securities Act and in compliance with any applicable securities
laws of any state or other jurisdiction of the United States. No
public offering or tender offer of securities is being made in the
United States. No securities referred to herein, nor this
announcement nor any other document connected with the proposed
transactions referred to herein, have been or will be approved or
disapproved by the United States Securities and Exchange Commission
or by the securities commissions of any state or other jurisdiction
of the United States or any other regulatory authority, and none of
the foregoing authorities or any securities commission has passed
upon or endorsed the merits of the proposed transactions or the
securities referred to herein or the adequacy of this announcement
or any other document connected with the proposed transactions
referred to herein. Any representation to the contrary is a
criminal offence in the United States.
This announcement is for information purposes only and is not
intended to and does not constitute or form part of any offer or
invitation to purchase or subscribe for or tender, or any
solicitation to purchase or subscribe for or tender, any securities
in any jurisdiction. No offer or invitation to purchase or
subscribe for or tender, or any solicitation to purchase or
subscribe for or tender, any securities will be made in any
jurisdiction in which such an offer or solicitation is unlawful.
The information contained in this announcement is not for release,
publication or distribution to persons in the United States or
Australia, Canada, Japan, the People's Republic of China or the
Republic of South Africa, and should not be distributed, forwarded
to or transmitted in or into any jurisdiction, where to do so might
constitute a violation of local securities laws or regulations.
No representations or warranties, express or implied, are made
as to, and no reliance should be placed on, the accuracy, fairness
or completeness of the information presented or contained in this
release. This release contains certain forward-looking statements,
which are based on current assumptions and estimates by the
management of the Company. Past performance cannot be relied upon
as a guide to future performance and should not be taken as a
representation that trends or activities underlying past
performance will continue in the future. Such statements are
subject to numerous risks and uncertainties that could cause actual
results to differ materially from any expected future results in
forward-looking statements. These risks may include, for example,
changes in the global economic situation, and changes affecting
individual markets and exchange rates.
The Company provides no guarantee that future development and
future results achieved will correspond to the forward-looking
statements included here and accepts no liability if they should
fail to do so. The Company undertakes no obligation to update these
forward-looking statements and will not publicly release any
revisions that may be made to these forward-looking statements,
which may result from events or circumstances arising after the
date of this release.
This release is for informational purposes only and does not
constitute or form part of any invitation or inducement to engage
in investment activity, nor does it constitute an offer or
invitation to buy or sell any securities, in any jurisdiction
including the United States, or a recommendation in respect of
buying, holding or selling any securities.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority
("FCA") and not a prospectus and not an offer to sell or buy, or a
solicitation of an offer to subscribe for or to acquire or tender,
securities. Neither this announcement nor anything contained herein
shall form the basis of, or be relied upon in connection with, any
offer or commitment whatsoever in any jurisdiction. Investors
should not purchase or subscribe for or tender any transferable
securities referred to in this announcement.
J.P. Morgan Securities plc (which conducts its UK investment
banking business as J.P. Morgan) is authorised by the Prudential
Regulation Authority (the "PRA") and regulated by the PRA and FCA.
J.P. Morgan is acting for the Issuer and no other person in
connection with this announcement and the proposed transactions
described herein and will not be responsible to anyone other than
the Issuer for providing the protections afforded to clients of
J.P. Morgan nor for providing advice to any person in relation to
the proposed transactions described herein or any other matter
referred to in this announcement.
Barclays Bank PLC, acting through its investment bank
("Barclays"), which is authorised by the PRA and regulated in the
United Kingdom by the FCA and the PRA, is acting for the Issuer and
no other person in connection with this announcement and the
proposed transactions described herein and will not be responsible
to anyone other than the Issuer for providing the protections
afforded to clients of Barclays nor for providing advice to any
person in relation to the proposed transactions described herein or
any other matter referred to in this announcement.
None of J.P. Morgan nor Barclays, nor any of their respective
subsidiaries, branches or affiliates, nor any of their respective
directors, officers or employees owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any
person who is not a client of J.P. Morgan or Barclays in connection
with this announcement, any statement contained herein, or
otherwise.
Offer and Distribution Restrictions
Neither this announcement nor the Offer to Purchase constitutes
an invitation to participate in the Offers in any jurisdiction in
which, or to any person to or from whom, it is unlawful to make
such invitation or for there to be such participation under
applicable securities laws. The distribution of this announcement
and/or the Offer to Purchase may be restricted by law in certain
jurisdictions. Persons into whose possession this announcement
and/or the Offer to Purchase comes, or who access the Tender Offer
Website (as defined in the Offer to Purchase), are required by the
Issuer, the Dealer Managers (as defined in the Offer to Purchase)
and the Information and Tender Agent (as defined in the Offer to
Purchase) to inform themselves about, and to observe, any such
restrictions. None of the Issuer, the Dealer Managers or the
Information and Tender Agent will incur any liability for its own
failure or the failure of any other person or persons to comply
with the provisions of any such restrictions.
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 Offer
to Purchase and/or 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) to U.S. persons (as such term is defined in Regulation
S), 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 U.S. person, a person located in the United States or any
agent, fiduciary or other intermediary acting for a principal
located in the United States will be invalid and will not be
accepted. The Offers are being made and may be accepted by dealers
or other professional fiduciaries in the United States acting on a
discretionary basis only for the benefit or account of non-U.S.
persons located outside the United States.
Each Holder of Notes participating in an Offer will represent
that it is a non-U.S. person (as such term is defined in Regulation
S) located outside the United States or a dealer or other
professional fiduciary in the United States acting on a
discretionary basis only for the benefit or account of non-U.S.
persons located outside the United States. For the purposes of this
and the above paragraph, "United States" means 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.
Belgium
The Offers, this announcement, the Offer to Purchase and/or any
other documents or materials relating to the Offers have not been
submitted to and will not be submitted for approval or recognition
to the Belgian Financial Services and Markets Authority (Autoriteit
voor financiële diensten en markten / Autorité des services marches
financiers) and, accordingly, the 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 April 1, 2007 on public takeover bids as amended or
replaced from time to time. Accordingly, the Offers may not be
advertised and the Offers will not be extended, and neither this
announcement nor the Offer to Purchase nor any other documents or
materials relating to the Offers (including any memorandum,
information circular, brochure or any similar documents) has been
or shall be distributed or made available, directly or indirectly,
to any person in Belgium other than "qualified investors" in the
sense of Article 10 of the Belgian Law of June 16, 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account. Insofar as Belgium is concerned, this announcement and/or
the Offer to Purchase has been issued only for the personal use of
the above qualified investors and exclusively for the purpose of
the Offers. Accordingly, the information contained in this
announcement and/or the Offer to Purchase may not be used for any
other purpose or disclosed to any other person in Belgium.
France
The Offers are not being made directly or indirectly to the
public in France. Neither this announcement nor the Offer to
Purchase, nor any other offering material or information relating
to the Offers, has been or will be submitted for clearance to or
approved by the Autorité des Marchés Financiers and they may not be
released, issued, or distributed or caused to be released, issued,
or distributed, directly or indirectly, to the public in France,
except to (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 on their own account, all as defined in, and in accordance
with, Articles L. 411-1, L. 411-2, D. 411-1 to D. 411-3, D. 744-1,
D. 754-1 and D. 764-1 of the French Code Monétaire et Financier.
Please note that the addressee shall not resell or otherwise
retransfer, directly or indirectly, the Notes to the public in the
France other than in compliance with Articles L. 411-1, L. 411-2,
L. 412-1 and L. 621-8 to L. 621-8-3 of the French Code Monétaire et
Financier.
Grand Duchy of Luxembourg
Neither this announcement nor the Offer to Purchase nor any
other documents or materials relating to the Offers have been
approved by and will not be submitted for approval to the
Luxembourg Financial Services Authority (Commission de Surveillance
du Secteur Financier) for purposes of public offering in the Grand
Duchy of Luxembourg. Accordingly, the Offers may not be made to the
public in Luxembourg, directly or indirectly, and neither this
announcement nor the Offer to Purchase, nor any other offering
circular, prospectus, form of application, advertisement or other
material relating to the Offers may be distributed, or otherwise
made available in, from, or published in, Luxembourg except in
circumstances which do not constitute a public offer of securities
to the public, subject to prospectus requirements, in accordance
with the Luxembourg Act of July 10, 2005 on prospectuses for
securities, as amended, and implementing the Prospectus Directive,
as amended. Consequently, this announcement, the Offer to Purchase
and/or any other offering circular, prospectus, form of
application, advertisement or other material may only be
distributed to (i) Luxembourg qualified investors as defined in the
Luxembourg Act of July 10, 2005 on prospectuses for securities, as
amended, and (ii) no more than 149 prospective investors, which are
not qualified investors.
Italy
None of the Offers, this announcement, the Offer to Purchase
and/or any other documents or materials relating to the Offers has
been submitted to the clearance procedures of the Commissione
Nazionale per le Societa e la Borsa ("CONSOB") pursuant to Italian
laws and regulations. The Offers are being carried out in Italy as
an exempted offer pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of February 24, 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4, letter
b) of CONSOB Regulation No. 11971 of May 14, 1999, as amended.
Holders who are located in Italy may tender Notes for purchase in
the Offers through authorized persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 16190 of October 29, 2007, as amended from
time to time, and Legislative Decree No. 385 of September 1, 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority.
United Kingdom
The Offers, this announcement, the Offer to Purchase and/or any
other documents or materials relating to the Offers are not being
submitted to and such documents and/or materials have not been
approved by an authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000. 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, and
are only for circulation to persons outside the United Kingdom or
to persons within 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")) or within Article 43 of the
Financial Promotion Order, or to other persons to whom it may
lawfully be communicated in accordance with the Financial Promotion
Order.
General
None of this announcement, the Offer to Purchase and/or any
related documents constitutes an offer to buy or the solicitation
of an offer to sell the Notes (and such tenders of Notes in the
Offers will not be accepted from Holders) 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 or similar and
the Dealer Managers or any of their respective affiliates is such a
licensed broker or dealer or similar in any such jurisdiction, such
Offers shall be deemed to be made by the Dealer Managers or such
affiliate, as the case may be, on behalf of the Issuer in such
jurisdiction.
Neither this announcement nor the Offer to Purchase has been
filed with or reviewed by any foreign, U.S. federal or state
securities commission or regulatory authority, and no such
commission or authority has passed upon the accuracy or adequacy of
this announcement and/or the Offer to Purchase. Any representation
to the contrary is unlawful and may be a criminal offense.
Each Holder participating in the Offers will also be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in the "Terms of the
Offers-Representations, Warranties and Covenants of Eligible
Holders Tendering Notes" section of the Offer to Purchase. Any
tender of the Notes for purchase pursuant to the Offers from a
Holder that is unable to make these representations may be
rejected. Each of the Issuer, the Dealer Managers and the
Information and Tender Agent reserves the right, in its absolute
discretion (and without prejudice to the relevant Holder's
responsibility for the representations made by it), to investigate,
in relation to any tender of Notes for purchase pursuant to the
Offers, whether any such representation given by a Holder is
correct and, if such investigation is undertaken and as a result
the Issuer determines (for any reason) that such representation is
not correct, such tender may be rejected.
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