TIDMFJ51 TIDM41YD
RNS Number : 7506U
Places for People Treasury PLC
27 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT
OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR 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 DOMESTIC LAW BY VIRTUE OF THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018.
27 November 2023
Places for People Homes Limited and Places for People Treasury
plc launch cash tender offers and
Places for People Treasury plc announces intention to issue new
bonds
Places for People Homes Limited (PfP Homes) announces that it is
inviting holders of its outstanding GBP380,000,000 5.09 per cent.
Secured Bonds due 2043 (with an expected maturity of 2024) (ISIN:
XS0171888109) (the 2024 Bonds) and Places for People Treasury plc
(PfP Treasury) announces that it is inviting holders of its
outstanding GBP400,000,000 2.875 per cent. Guaranteed Notes due
2026 (ISIN: XS1475716822) (the 2026 Bonds and, together with the
2024 Bonds, the Bonds) to tender their Bonds for purchase by PfP
Homes or PfP Treasury, as the case may be, for cash subject to the
New Issue Condition (each such invitation, an Offer and together,
the Offers).
The Offers are being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 27
November 2023 (the Tender Offer Memorandum) prepared by PfP Homes
and PfP Treasury in connection with the Offers, and are subject to
the offer and distribution restrictions set out below and as more
fully described in the Tender Offer Memorandum. Bondholders are
advised to read carefully the Tender Offer Memorandum for full
details of, and information on the procedures for participating in,
the Offers.
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 otherwise defined in this
announcement shall have the meaning given to them in the Tender
Offer Memorandum.
A summary of certain terms of the Offers appear below:
Outstanding Amount subject
Description ISIN / Nominal Purchase Purchase to the
of Bonds Common Code Issuer Amount* Benchmark Security Spread Price** relevant Offer
------------ ------------- --------- --------------- --------------------- --------- ----------- ---------------
2024 Bonds XS0171888109 PfP GBP 2.75 per cent. UK 0 bps Determined Any and all
/ 017188810 Homes 224,509,000 Treasury Gilt due 7 as set out
September 2024 in the
(ISIN: GB00BHBFH458) Tender
Offer
Memorandum
, subject
to a
minimum
Purchase
Price
of 100 per
cent. of
the
nominal
amount of
the
relevant
2024 Bonds
2026 Bonds XS1475716822 PfP GBP400,000,000 1.50 per cent. UK 100 bps Determined Subject as set
/ 147571682 Treasury Treasury Gilt due 22 as out in the
July 2026 (ISIN: set out in Tender Offer
GB00BYZW3G56) the Tender Memorandum, an
Offer aggregate
Memorandum nominal amount
of up to
GBP150,000,000
____
(*) Amount outstanding as of 27 November 2023.
(**) Excludes accrued and unpaid interest which will also be paid.
Rationale for the Offers
2024 Bonds
When the 2024 Bonds were originally issued, PfP Homes was used
by the Places for People group of companies (the Group) as the
finance vehicle for both bank and capital markets debt for the
whole Group. It raised this debt mainly on a secured basis.
Since the 2024 Bonds were issued, PfP Homes' treasury and
finance strategy (the Strategy) has been refined so that the Group
now borrows on an unsecured basis through its treasury vehicle PfP
Treasury.
Although the final maturity date for the 2024 Bonds is in 2043
at the time of issuance PfP Homes covenanted to exercise its option
to redeem the 2024 Bonds on the interest payment date falling on 31
July 2024 (the Scheduled Redemption Date ).
The Offer in respect of the 2024 Bonds provides Bondholders with
an opportunity to sell their 2024 Bonds ahead of the Scheduled
Redemption Date and to receive, at the sole and absolute discretion
of PfP Treasury, priority in the allocation of the New Bonds (as
defined below), subject to the issue of the New Bonds and such
Bondholder making a separate application for the purchase of such
New Bonds to a Dealer Manager, as further described in the Tender
Offer Memorandum.
2026 Bonds
PfP Treasury is making the Offer in respect of the 2026 Bonds in
order to provide liquidity to the holders of the 2026 Bonds while
optimising its funding and liquidity position by proactively
managing and extending PfP Treasury's debt portfolio. The Offer in
respect of the 2026 Bonds also provides Bondholders with an
opportunity to sell their 2026 Bonds ahead of their maturity date
(being 17 August 2026) and to receive, at the sole and absolute
discretion of PfP Treasury, priority in the allocation of the New
Bonds, subject to the issue of the New Bonds and such Bondholder
making a separate application for the purchase of such New Bonds to
a Dealer Manager, as further described in the Tender Offer
Memorandum.
Any and All Offer in respect of the 2024 Bonds
If PfP Homes decides to accept valid tenders of any 2024 Bonds
for purchase (subject to the satisfaction (or waiver) of the New
Financing Condition) pursuant to the relevant Offer, it will accept
for purchase (subject to the satisfaction (or waiver) of the New
Financing Condition) all of the 2024 Bonds that are validly
tendered in full, with no pro rata scaling (the final aggregate
nominal amount accepted for purchase pursuant to such Offer being
the 2024 Bonds Final Acceptance Amount).
Capped Offer in respect of the 2026 Bonds
If PfP Treasury decides to accept valid tenders of 2026 Bonds
for purchase (subject to the satisfaction (or waiver) of the New
Financing Condition) pursuant to the relevant Offer, PfP Treasury
proposes that the aggregate nominal amount of such 2026 Bonds it
will accept for purchase (subject to the satisfaction (or waiver)
of the New Financing Condition) pursuant to the relevant Offer will
be an aggregate nominal amount of up to GBP150,000,000, although
PfP Treasury reserves the right, in its sole discretion, to accept
significantly more than or significantly less than such amount, or
to accept none of such 2026 Bonds, for purchase pursuant to the
relevant Offer (the final aggregate nominal amount accepted for
purchase pursuant to such Offer being the 2026 Bonds Final
Acceptance Amount).
If PfP Treasury decides to accept for purchase (subject to the
satisfaction (or waiver) of the New Financing Condition) valid
tenders of 2026 Bonds pursuant to the relevant Offer and the
aggregate nominal amount of 2026 Bonds validly tendered pursuant to
the relevant Offer is greater than the 2026 Bonds Final Acceptance
Amount, PfP Treasury intends to accept (subject to the satisfaction
(or waiver) of the New Financing Condition) such 2026 Bonds for
purchase on a pro rata basis, as further described in the Tender
Offer Memorandum.
Purchase Prices and Accrued Interest Payments
In respect of each Series, PfP Homes or PfP Treasury, as
applicable, will on the Settlement Date pay for Bonds of such
Series validly tendered and accepted by it for purchase pursuant to
the relevant Offer, a cash purchase price (in respect of each
Series, a Purchase Price) to be determined at or around 11.00 a.m.
(London time) on 6 December 2023 (the Pricing Time) in the manner
described in the Tender Offer Memorandum by reference to the sum
(annualised in the case of the 2026 Bonds) (in respect of each
Series, the Purchase Yield) of:
(i) the relevant Purchase Spread specified in the table above; and
(ii) the relevant Benchmark Security Rate,
and as further set out below in relation to the 2024 Bonds.
Each Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the relevant Bonds accepted for purchase pursuant to the relevant
Offer (rounded to the nearest 0.001 per cent., with 0.0005 per
cent. being rounded upwards), and is intended to reflect a yield to
(i) in the case of the 2024 Bonds, the Scheduled Redemption Date or
(ii) in the case of the 2026 Bonds, maturity of the 2026 Bonds, in
each case on the Settlement Date based on the relevant Purchase
Yield. Specifically, the Purchase Price applicable to the Bonds of
a particular Series will equal (a) the value of all remaining
payments of principal and interest on the relevant Series up to and
including (i) in the case of the 2024 Bonds, the Scheduled
Redemption Date or (ii) in the case of the 2026 Bonds, the
scheduled maturity date, discounted to the Settlement Date at a
discount rate equal to the relevant Purchase Yield, minus (b)
Accrued Interest for such Series.
In the case of the 2024 Bonds, the relevant Purchase Price will
be equal to the greater of (i) the price calculated from the
relevant Purchase Yield as described above and (ii) 100 per
cent.
PfP Homes or PfP Treasury, as applicable, will also pay an
Accrued Interest Payment in respect of Bonds validly tendered and
accepted for purchase by it pursuant to the relevant Offer(s).
New Bonds Offering and New Financing Condition
PfP Treasury announced today its intention to issue
sterling-denominated fixed-rate Bonds (the New Bonds), jointly and
severally guaranteed by PfP Homes, Places for People Living+
Limited and Castle Rock Edinvar Housing Association Limited
(together, the Treasury Guarantors), under the GBP3,000,000,000
Euro Medium Term Note Programme of PfP Homes and PfP Treasury.
Whether PfP Homes or PfP Treasury will purchase any Bonds
validly tendered pursuant to the relevant Offer is subject, without
limitation, to the successful completion (in the sole determination
of PfP Homes or PfP Treasury, as the case may be) of the issue of
the New Bonds (the New Financing Condition), or the waiver of such
condition.
Even if the New Financing Condition is satisfied (or waived),
neither PfP Homes nor PfP Treasury is under any obligation to
accept for purchase any Bonds validly tendered pursuant to the
relevant Offer. The acceptance for purchase by PfP Homes or PfP
Treasury of Bonds of the relevant Series validly tendered pursuant
to the relevant Offer is at the sole and absolute discretion of PfP
Homes or PfP Treasury, as applicable, and tenders may be rejected
by PfP Homes or PfP Treasury, as applicable, for any reason.
Allocation of the New Bonds
When considering allocation of the New Bonds, PfP Homes and PfP
Treasury may give preference to those Bondholders that, prior to
such allocation, have given a firm intention to any Dealer Manager
that they intend to tender their Bonds for purchase pursuant to the
relevant Offer. Therefore, a Bondholder that wishes to subscribe
for New Bonds in addition to tendering its existing Bonds for
purchase pursuant to the relevant Offer may be eligible to receive,
at the sole and absolute discretion of PfP Homes and PfP Treasury,
priority in the allocation of the New Bonds, subject to the issue
of the New Bonds and such Bondholder making a separate application
for the purchase of such New Bonds to a Dealer Manager (in its
capacity as a joint lead manager of the issue of the New Bonds) in
accordance with the standard new issue procedures of such Dealer
Manager. Any such preference will, subject to the sole and absolute
discretion of PfP Homes and PfP Treasury, be applicable up to the
aggregate nominal amount of Bonds tendered by such Bondholder (or
in respect of which such Bondholder has indicated a firm intention
to tender as described above) pursuant to the relevant Offer.
However, PfP Homes and PfP Treasury are not obliged to allocate any
New Bonds to a Bondholder that has validly tendered or indicated a
firm intention to tender its Bonds for purchase pursuant to the
relevant Offer and, if any such New Bonds are allocated, the
nominal amount thereof may be less or more than the nominal amount
of Bonds tendered by such Bondholder and accepted for purchase by
the PfP Homes or PfP Treasury pursuant to the relevant Offer. Any
such allocation will also, among other factors, take into account
the minimum denomination of the New Bonds (being GBP100,000).
All allocations of the New Bonds, while being considered by PfP
Homes and PfP Treasury as set out above, will be made in accordance
with customary new issue allocation processes and procedures in the
sole and absolute discretion of PfP Homes and PfP Treasury. In the
event that a Bondholder validly tenders Bonds pursuant to the
relevant Offer, such Bonds will remain subject to such tender and
the conditions of the relevant Offer as set out in the Tender Offer
Memorandum irrespective of whether that Bondholder receives all,
part or none of any allocation of New Bonds for which it has
applied.
General
In order to participate in, and be eligible to receive the
relevant Purchase Price and Accrued Interest Payment pursuant to,
an Offer, Bondholders must validly tender their Bonds for purchase
by delivering, or arranging to have delivered on their behalf, a
valid Tender Instruction that is received by the Tender Agent by
4.00 p.m. (London time) on 5 December 2023, unless extended,
re-opened, amended and/or terminated as provided in the Tender
Offer Memorandum (the Expiration Deadline).
A separate Tender Instruction must be completed in respect of
each Series and (in the case of the 2026 Bonds) on behalf of each
beneficial owner.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Bonds of the relevant Series of no less than the
minimum denomination for such Series, as set out in the Tender
Offer Memorandum, and may thereafter be submitted in integral
multiples of the relevant permitted amount set out in the Tender
Offer Memorandum.
Subject to applicable law and as provided in the Tender Offer
Memorandum, each of PfP Homes and PfP Treasury, as applicable, may,
in its sole discretion, extend, re-open, amend or terminate the
relevant Offer.
The anticipated transaction timetable is summarised below:
Events Times and Dates
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from 27 November 2023
the Tender Agent, and notice of the
Offers delivered to the Clearing Systems for
communication to Direct Participants.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. (London time) on
by the Tender Agent in order for Bondholders 5 December 2023
to be able to participate in the Offers.
Announcement of Indicative Results
Announcement by PfP Homes and PfP Treasury of the Prior to the Pricing Time on 6 December 2023.
aggregate nominal amount of Bonds of each
Series validly tendered pursuant to the Offers, together
with a non-binding indication of
the level at which PfP Treasury expects to set the 2026
Bonds Final Acceptance Amount and
indicative details of any Scaling Factor (if applicable)
that would apply in the event that
PfP Treasury decides to accept (subject to satisfaction
or waiver of the New Financing Condition
on or prior to the Settlement Date) valid tenders of 2026
Bonds pursuant to the relevant Offer.
Pricing Time
Determination of the Benchmark Security Rates, Purchase At or around 11.00 a.m. (London time) on 6 December
Yields and calculation of the Purchase 2023.
Prices.
Announcement of Final Results
Announcement of whether to accept (subject to the As soon as reasonably practicable after the Pricing
satisfaction or waiver of the New Financing Time.
Condition) valid tenders of Bonds pursuant to either or
both of the Offers and, if so accepted,
the aggregate nominal amount of each Series accepted for
purchase pursuant to the relevant
Offer(s), any Scaling Factor in respect of valid tenders
of 2026 Bonds (if applicable), each
Benchmark Security Rate, each Purchase Yield and each
Purchase Price as soon as reasonably
practicable after the Pricing Time.
Settlement Date
Subject to the satisfaction (or waiver) of the New 8 December 2023
Financing Condition, expected settlement
date for the Offers.
The above times and dates are subject to the right of PfP Homes
and/or PfP Treasury, as applicable, to extend, re-open, amend,
waive any condition of and/or terminate any Offer(s) (subject to
applicable law and as provided in the Tender Offer Memorandum).
Bondholders are advised to check with any bank, securities broker
or other intermediary through which they hold Bonds when such
intermediary would need to receive instructions from a Bondholder
in order for that Bondholder to be able to participate in, or (in
the limited circumstances in which revocation is permitted) revoke
their instruction to participate in, an Offer by the deadlines set
out 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 described above.
Unless stated otherwise, announcements in connection with the
Offers will be made through RNS and/or the issue of a press release
to a Notifying News Service and may also be made by the delivery of
notices to the Clearing Systems for communication to Direct
Participants. Copies of all such announcements, press releases and
notices can also be obtained from the Tender Agent, the contact
details for which are set out below. Significant delays may be
experienced where notices are delivered to the Clearing Systems,
and Bondholders are urged to contact the Tender Agent for the
relevant announcements during the course of the Offers. In
addition, Relevant Bondholders (as defined in the Tender Offer
Memorandum) may contact the Dealer Managers for information using
the contact details set out below.
Barclays Bank PLC and HSBC Bank plc are acting as Dealer
Managers for the Offers (in respect of the Offers as made to
Relevant Bondholders only). None of the Dealer Managers has any
role in relation to any part of the Offers made to Bondholders that
are not Relevant Bondholders.
Kroll Issuer Services Limited is acting as Tender Agent. For
detailed terms of the Offers please refer to the Tender Offer
Memorandum which (subject to distribution restrictions) can be
obtained from the Tender Agent referred to below.
DEALER MANAGERS
(in respect of the Offers as made to Relevant Bondholders only)
Barclays Bank PLC HSBC Bank plc
1 Churchill Place 8 Canada Square
London E14 5HP London E14 5HQ
United Kingdom United Kingdom
Telephone: +44 20 3134 8515 Telephone: +44 20 7992 6237
Attention: Liability Management Attention: Liability Management,
Group DCM
Email: eu.lm@barclays.com Email: LM_EMEA@hsbc.com
TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Owen Morris / Alessandro Zorza
Email: placesforpeople@is.kroll.com
Website: https://deals.is.kroll.com/placesforpeople
This announcement is made by Places for People Homes Limited and
Places for People Treasury 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 Matt Cooper, Tax and
Treasury Director at Places for People Treasury plc.
LEI of Places for People Homes Limited: 2138006VZYSUOICR2M02
LEI of Places for Places for People Treasury plc:
213800B9U45TFBXW5K67
DISCLAIMER
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which should be read carefully before
any decision is made with respect to the Offers. If any Bondholder
is in any doubt as to the action it should take, it is recommended
to seek its own financial and legal advice, including as to any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. Any
individual or company whose Bonds are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to tender such
Bonds for purchase pursuant to the Offers.
None of the Dealer Managers, the Tender Agent, PfP Homes or PfP
Treasury (or any of their respective directors, officers,
employees, agents or affiliates) makes any recommendation as to
whether Bondholders should tender Bonds for purchase pursuant to
the Offers. None of PfP Homes, PfP Treasury, the Dealer Managers or
the Tender Agent (or any of their respective directors, employees,
agents or affiliates) is providing Bondholders with any legal,
business, tax or other advice in this announcement. Bondholders
should consult with their own advisers as needed to assist them in
making an investment decision and to advise them whether they are
legally permitted to tender Bonds for purchase pursuant to the
Offers or subscribe for the New Bonds.
Nothing in this announcement or the Tender Offer Memorandum or
the electronic transmission thereof constitutes an offer to sell or
the solicitation of an offer to buy the New Bonds in the United
States or any other jurisdiction.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer or an invitation to participate in the Offers
in or from any jurisdiction in or from which, or to any person to
or from whom, it is unlawful to make such offer or invitation or
for there to be such participation under applicable securities
laws. The distribution of this announcement and the Tender Offer
Memorandum or any other materials relating to the Offers in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum or
any other materials relating to the Offers comes are required by
each of PfP Homes, PfP Treasury, the Dealer Managers and the Tender
Agent to inform themselves about, and to observe, any such
restrictions.
No action has been or will be taken in any jurisdiction in
relation to the New Bonds that would permit a public offering of
securities. The minimum denomination of the New Bonds 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 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
or to any U.S. person (as defined in Regulation S of the United
States Securities Act of 1933, as amended (each a U.S. Person)).
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Bonds may not be tendered in the
Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States or to any U.S. Person. Accordingly, copies of this
announcement, the Tender Offer Memorandum and any other documents
or materials relating to the Offers are not being, and must not be,
directly or indirectly mailed or otherwise transmitted, distributed
or forwarded (including, without limitation, by custodians,
nominees or trustees) in or into the United States or to any
persons located or resident in the United States or to any U.S.
Person, and the Bonds cannot be tendered in the relevant Offer by
any use, means, instrumentality or facility from or within or by
persons located or resident in the United States or by any U.S.
Person. Any purported tender of Bonds in the Offers resulting
directly or indirectly from a violation of these restrictions will
be invalid and any purported tender of Bonds 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.
This announcement and the Tender Offer Memorandum are not 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 Bonds and the
guarantees 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 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 Bonds participating in an Offer will represent
that it is not a U.S. Person and 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 and who
is not a U.S. Person. For the purposes of this and the above two
paragraphs, United States means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
Italy
None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the
Offers have been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant
to Italian laws and regulations. The Offers are being carried out
in Italy as exempted offers pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the Financial Services Act) and article 35-bis, paragraph
4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Accordingly, Bondholders or beneficial owners of the Bonds that are
located in the Republic of Italy can tender Bonds for purchase
pursuant to the Offers through authorised persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as
amended, and Legislative Decree No. 385 of 1 September 1993, as
amended) and in compliance with any other applicable laws and
regulations and with any requirements imposed by CONSOB 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 Bonds and/or the Offers.
United Kingdom
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, as
amended. Accordingly, this announcement and the Tender Offer
Memorandum and any other documents and/or materials relating to the
Offers 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 (as amended, the Financial Promotion Order)),
persons who are within Article 43(2) of the Financial Promotion
Order or any other persons to whom it may otherwise lawfully be
made under the Financial Promotion Order.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority (Autoriteit
voor Financiële Diensten en Markten / Financial Services and
Markets Authority) 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 1 April 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, the Tender Offer Memorandum 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 16 June 2006 on the public offering of investment instruments
and the admission to trading of placement instruments on regulated
markets (as amended from time to time), acting on their own
account. Insofar as Belgium is concerned, this announcement and the
Tender Offer Memorandum 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 the Tender Offer Memorandum 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 the Republic of France (France). This announcement and
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. This announcement and the
Tender Offer Memorandum has not been and will not be submitted for
clearance to nor approved by the Autorité des Marchés
Financiers.
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
TENBRBLTMTMTMPJ
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From Feb 2024 to Feb 2025
