TIDMTLW
RNS Number : 5271T
Tullow Oil PLC
15 November 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS 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 (THE "UNITED STATES")
OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES ACT")), OR
IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE,
PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO
PURCHASE OR A SOLICITATION OF AN OFFER TO SELL ANY NOTES.
Tullow launches Tender Offer for a portion of its 2026 Senior
Secured Notes
Tullow Oil plc announces its offer to purchase for cash its
10.25% senior secured notes due 2026 bearing ISIN: USG91237AB60 and
CUSIP: G91237AB6 (the "Reg S Notes") up to a total Tender
Consideration of $100,000,000 at prices to be determined pursuant
to an Unmodified Dutch Auction Procedure (as defined below).
November 15, 2023-Tullow Oil plc (referred to as the "Company,"
"we," or "us"), hereby announces an invitation to the Eligible
Holders (as defined below) of its outstanding Reg S Notes to tender
their Reg S Notes for cash (the "Offer") for purchase by the
Company at prices to be determined pursuant to an Unmodified Dutch
Auction Procedure (as defined below) up to a Tender Consideration
(as defined below) of $100,000,000 (although the Company reserves
the right, in its sole discretion, to significantly increase or
decrease the proposed Tender Consideration), on the terms and
subject to the conditions set forth in the offer to purchase dated
November 15, 2023 (the "Offer to Purchase") prepared in connection
with the Offer.
Copies of the Offer to Purchase are available (subject to the
"Offer and Distribution Restrictions"), subject to eligibility and
registration, on the Tender Offer Website:
https://projects.morrowsodali.com/tullowoilSSN. Capitalized terms
used in this announcement but not otherwise defined have the
meanings given to them in the Offer to Purchase.
Purpose of the Offer
The Company is undertaking the Offer as part of its plan to
optimize and proactively manage its cash, debt profile and capital
structure. The Reg S Notes purchased by the Company pursuant to the
Offer will be retired and cancelled.
Summary of the Offer
Currently Denomination
Description Outstanding of the Minimum
of the Reg ISIN / Principal Reg S Purchase Purchase Tender
S Notes CUSIP Amount Notes Consideration Price Consideration
----------------- ---------------- ---------------- -------------- ---------------- ---------- -----------------
The aggregate
cash
consideration,
excluding any
Accrued
Interest, to be
paid by the
Company
to purchase Reg
S Notes validly
tendered and
accepted
for purchase in
the Offer is a
total amount of
up to
$100,000,000
(although the
Company
reserves the
To be right,
10.25% Senior determined in its sole
Secured pursuant discretion,
Notes due to an to
2026 Unmodified significantly
represented $200,000 Dutch Auction increase or
by the and integral Procedure decrease
Regulation multiples as more the proposed
S Global USG91237AB60/ of $1,000 fully described Tender
Notes (1) G91237AB6 $1,600,000,000 thereof(2) herein. 89.125% Consideration).
(1) The Company will only accept tenders with respect to Reg S
Notes. The Company will not accept tenders with respect to the
Notes held on the Rule 144A Global Note bearing ISIN US899415AG89
and CUSIP 899415AG8 (the "Rule 144A Notes"). In order to
participate in the Offer, each Holder of the Rule 144A Notes 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 Rule 144A Notes
for Reg S Notes held through the Clearing Systems (being Euroclear
and Clearstream only) in accordance with the procedures specified
in the Indenture.
(2) Tenders of Reg S Notes will be accepted only in principal
amounts equal to $200,000 and in integral multiples of $1,000 in
excess thereof; provided that Eligible Holders who tender less than
all of their Reg S Notes or less than all of whose Reg S Notes are
accepted for purchase must continue to hold Reg S Notes in
principal amounts equal to minimum denominations of $200,000 and
integral multiples of $1,000 in excess thereof.
Expected Timetable
Please note the following important dates and times relating to
the Offer. Each is indicative only and is subject to change as a
result of any extension, termination, withdrawal or amendment as
set out in the "Terms of the Offer-Expiration Time; Extensions;
Amendments; Settlement Date" section of the Offer to Purchase.
None of the Company, Morrow Sodali Limited (the "Information and
Tender Agent"), ING Bank N.V., London Branch and Standard Chartered
Bank (the "Lead Dealer Managers") or Absa Bank Limited (acting
through its Corporate and Investment Banking Division), DNB
Markets, Inc., J.P. Morgan Securities plc, Nedbank Limited (acting
through its Nedbank Corporate and Investment Banking Division) and
The Standard Bank of South Africa Limited (the "Co-Dealer Managers"
and, together with the Lead Dealer Managers, the "Dealer Managers")
warrants that any or all of the events referred to below will take
place as and/or when described including, in particular in the case
of any publications or announcements made through or via any
Clearing System or Recognised News Service nor shall they be liable
for any failure of any Clearing System or Recognised News Service
to deliver any notices to participants or Eligible Holders .
Date Calendar Date Event
and Time
--------------- ----------------------- -----------------------------------------------
Launch Date November 15, The Company makes an announcement to
2023 commence the Offer. The Offer to Purchase
is made available to Eligible Holders
(as defined below) via the Tender Offer
Website.
Expiration 4:00 p.m., London Deadline for the receipt of all valid
Time time, on November tenders of Reg S Notes by the Tender
29, 2023, unless and Information Agent in the Offer (subject
extended or earlier to the right of the Company to extend,
terminated by re-open, amend and/or terminate the Offer
the Company. in its sole discretion).
Announcement As soon as reasonably Announcement by the Company of whether
of Acceptance practicable on the Company will accept any valid tenders
and Results the Business of Reg S Notes pursuant to the Offer,
Day following and if so accepted, the announcement
the Expiration of (i) the Final Acceptance Amount and
Time. (ii) any relevant Scaling Factor.
Settlement The Settlement We will deposit with the Clearing Systems
Date Date is expected the amount of cash necessary to pay the
to occur on December Tender Consideration plus Accrued Interest
4, 2023, being with respect to any Reg S Notes accepted
the second Business for purchase on the Settlement Date.
Day following The Clearing Systems will pay to each
the announcement Eligible Holder who tendered Reg S Notes
of the results by the Expiration Time and whose Reg
of the Offer. S Notes are accepted for purchase the
Purchase Consideration plus Accrued Interest
for each such Note.
Purchase Price - Unmodified Dutch Auction Procedure
The amount the Company will pay for Reg S Notes validly tendered
and accepted for purchase pursuant to the Offer will be determined
pursuant to an unmodified Dutch auction procedure (the "Unmodified
Dutch Auction Procedure"), as described in the Offer to
Purchase.
The cash consideration that the Company will pay for any Reg S
Notes (the "Purchase Consideration") validly tendered by an
Eligible Holder and accepted for purchase pursuant to the Offer
shall be equal to the product of (i) the aggregate principal amount
of the Reg S Notes of such Eligible Holder accepted for purchase
pursuant to the Offer and (ii) the particular purchase price (a
"Purchase Price") specified (or deemed to be specified, as set out
below) by the relevant Eligible Holder in his or her tender
instruction (the "Tender Instruction"), and provided that if the
specified Purchase Price on a Non-Competitive Tender Instruction is
lower than the Minimum Purchase Price or if no Purchase Price is
specified, the Company will pay the Minimum Purchase Price. If the
specified Purchase Price on a Competitive Tender Instruction is
lower than the Minimum Purchase Price, the Tender Instruction will
be rejected.
As the Purchase Consideration applicable to each Eligible Holder
who validly submits a Tender Instruction which is accepted by the
Company is determined by reference to a particular Purchase Price
specified (or deemed to be specified, as set out below) by such
Eligible Holder in its Tender Instruction, the Purchase
Consideration payable to each such Eligible Holder will not
necessarily be the same even where the same principal amount of Reg
S Notes is accepted for purchase from each such Eligible
Holder.
Under the Unmodified Dutch Auction Procedure, the Company will
determine, in its sole discretion, following expiration of the
Offer, the aggregate principal amount of Reg S Notes (if any) it
will accept for purchase pursuant to the Offer (the "Final
Acceptance Amount") and a maximum Purchase Price (the "Maximum
Purchase Price"), taking into account the aggregate principal
amount of Reg S Notes tendered in the Offer, the Purchase Prices
specified (or deemed to be specified, as set out below) by
tendering Eligible Holders and the aggregate cash consideration,
excluding any Accrued Interest, to be paid by the Company to
purchase the Reg S Notes validly tendered and accepted for purchase
in the Offer.
The minimum Purchase Price for the Reg S Notes accepted for
purchase from an Eligible Holder will be 89.125% (the "Minimum
Purchase Price").
Accrued Interest
In addition to the Purchase Consideration, Eligible Holders who
validly tender their Reg S Notes and whose Reg S Notes are accepted
for purchase in the Offer will also be paid in cash accrued and
unpaid interest from and including the interest payment date
immediately preceding the Settlement Date to, but excluding, the
Settlement Date, rounded to the nearest cent, with $0.005 being
rounded upwards (the "Accrued Interest").
Maximum Acceptance Amount
The Company is offering to purchase its outstanding Reg S Notes
up to a total Tender Consideration (excluding any Accrued Interest)
of $100,000,000 (the "Tender Consideration"), although the Company
reserves the right, in its sole discretion, to significantly
increase or decrease the proposed Tender Consideration.
Priority of Acceptance
The Company intends to accept Reg S Notes validly tendered for
purchase pursuant to the Offer in the following order of
priority:
(i) the Company will first accept for purchase an aggregate
principal amount of Reg S Notes validly tendered pursuant to the
Offer by way of Non-Competitive Tender Instructions (as described
below) up to (and including) the Final Acceptance Amount; and
(ii) if the aggregate principal amount of Reg S Notes validly
tendered pursuant to the Offer by way of Non-Competitive Tender
Instructions is less than the Final Acceptance Amount, the Company
may then, in its sole discretion, accept for purchase any Reg S
Notes validly tendered pursuant to the Offer by way of Competitive
Tender Instructions (as described below), such that the aggregate
principal amount of Reg S Notes accepted for purchase pursuant to
the Offer is equal to the Final Acceptance Amount.
Scaling
If the Company decides to accept Reg S Notes for purchase
pursuant to the Offer and:
(i) the aggregate principal amount of Reg S Notes validly
tendered pursuant to Non-Competitive Tender Instructions is greater
than the Final Acceptance Amount, the Company intends to accept
such Reg S Notes for purchase on a pro-rata basis such that the
aggregate principal amount of such Reg S Notes accepted for
purchase is no greater than the Final Acceptance Amount. In such
circumstances, the Maximum Purchase Price for all of the Reg S
Notes will be set at the Minimum Purchase Price and the Company
will not accept for purchase any Reg S Notes tendered pursuant to
Competitive Tender Instructions; or
(ii) the aggregate principal amount of Reg S Notes validly
tendered pursuant to Non-Competitive Tender Instructions is less
than the Final Acceptance Amount but the aggregate principal amount
of Reg S Notes validly tendered pursuant to (x) Non-Competitive
Tender Instructions and (y) Competitive Tender Instructions that
specify a Purchase Price that is less than or equal to the Maximum
Purchase Price, is greater than the Final Acceptance Amount, the
Company intends to accept for purchase first, (A) all Reg S Notes
tendered pursuant to Non-Competitive Tender Instructions in full;
second, (B) all Reg S Notes tendered pursuant to Competitive Tender
Instructions that specify a Purchase Price below the Maximum
Purchase Price in full; and third, (C) all Reg S Notes tendered at
the Maximum Purchase Price on a pro rata basis such that the
aggregate principal amount of such Reg S Notes accepted for
purchase is no greater than the Final Acceptance Amount.
In the event that Reg S Notes validly tendered pursuant to the
Offer are to be accepted on a pro rata basis, each such tender of
such Reg S Notes will be scaled by a factor (a "Scaling Factor")
equal to (i) the Final Acceptance Amount less the aggregate
principal amount of such Reg S Notes that have been validly
tendered and accepted for purchase pursuant to the Offer, and are
not subject to acceptance on a pro rata basis (if any), divided by
(ii) the aggregate principal amount of such Reg S Notes that have
been validly tendered and accepted for purchase pursuant to the
Offer, and are subject to acceptance on a pro rata basis (subject
to adjustment to allow for the aggregate principal amount of Reg S
Notes accepted for purchase, following the rounding of tenders of
such Reg S Notes described in the next sentence, to equal the Final
Acceptance Amount exactly). Each tender of such Reg S Notes that is
scaled in this manner will be rounded down to the nearest $1,000 in
principal amount.
In addition, in the event of any scaling on a pro rata basis, if
such scaling would result in either (i) the Company accepting Reg S
Notes from the relevant Eligible Holder in an aggregate principal
amount of less than $200,000 or (ii) the principal amount of Reg S
Notes not purchased and returned back to the relevant Eligible
Holder being an aggregate principal amount of less than $200,000
the Company may elect to accept or reject such Tender Instructions
in full, without applying a Scaling Factor.
Tender Instructions
In order to participate in, and be eligible to receive the
relevant Purchase Consideration and Accrued Interest pursuant to,
the Offer, Eligible Holders must validly tender their Reg S Notes
by delivering, or arranging to have delivered on their behalf, a
valid Tender Instruction that is received by the Information and
Tender Agent by 4:00 p.m., London time, on November 29, 2023 (the
"Expiration Time"). See "Terms of the Offer-Procedures for
Tendering" of the Offer to Purchase.
IMPORTANT NOTICE TO HOLDERS UNDER THE DEPOSITORY TRUST COMPANY
("DTC") - THE OFFER IS NOT BEING CONDUCTED IN A MANNER ELIGIBLE FOR
THE TER OFFER PROCEDURES OF DTC. TO PARTICIPATE IN THE OFFER, ANY
ELIGIBLE HOLDER OF REG S NOTES MUST EITHER HOLD SUCH REG S NOTES
THROUGH A DIRECT PARTICIPANT IN EUROCLEAR OR CLEARSTREAM OR ARRANGE
FOR THE TRANSFER OF ITS REG S NOTES SO THAT THEY ARE HELD THROUGH
SUCH A DIRECT PARTICIPANT. U.S. PERSONS (AS DEFINED IN REGULATION S
UNDER THE SECURITIES ACT) AND PERSONS LOCATED IN THE UNITED STATES
ARE NOT PERMITTED TO TER REG S NOTES IN THE OFFER.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Reg S Notes when such
intermediary would need to receive instructions from a Holder in
order for that Holder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) withdraw
their instruction to participate in, the Offer by the deadlines
specified in the Offer to Purchase. The deadlines set by any such
intermediary and by Clearing Systems for the submission of Tender
Instructions may be earlier than the relevant deadlines specified
in the Offer to Purchase.
Tender Instructions will be irrevocable except in the limited
circumstances described in section "Terms of the Offer-Withdrawal
of Tenders" of the Offer to Purchase.
A separate Tender Instruction must be completed on behalf of
each beneficial owner.
Any Tender Instruction to tender Reg S Notes must be given in
principal amounts equal to $200,000 and in integral multiples of
$1,000 in excess thereof; provided that Eligible Holders who tender
less than all of their Reg S Notes or less than all of whose Reg S
Notes are accepted for purchase must continue to hold Reg S Notes
in principal amounts equal to minimum denominations of $200,000 and
integral multiples of $1,000 in excess thereof.
Tender Instructions may be submitted on a "non-competitive" or a
"competitive" basis as follows:
-- a "Non-Competitive Tender Instruction" is a Tender
Instruction which specifies the aggregate principal amount of the
Reg S Notes tendered pursuant to such Tender Instruction (which
must be in principal amounts equal to a minimum denomination of
$200,000 and in integral multiples of $1,000 in excess thereof),
and either (i) does not specify a Purchase Price for such Reg S
Notes, or (ii) specifies a Purchase Price less than or equal to the
Minimum Purchase Price. Each Non-Competitive Tender Instruction,
whether falling within (i) or (ii) above, will be deemed to have
specified the Minimum Purchase Price for the tendered Reg S Notes;
and
-- a "Competitive Tender Instruction" is a Tender Instruction
which specifies (i) the aggregate principal amount of the Reg S
Notes tendered pursuant to such Tender Instruction (which must be
in principal amounts equal to a minimum of $200,000 and in integral
multiples of $1,000 in excess thereof), and (ii) a Purchase Price
greater than the Minimum Purchase Price (which Purchase Price must
be specified in increments of 0.125% above the Minimum Purchase
Price). In the event that any Competitive Tender Instruction
specifies a Purchase Price that is not an integral multiple of
0.125% above the Minimum Purchase Price, the Purchase Price so
specified shall be rounded down to the nearest 0.125% integral
multiple, and the Competitive Tender Instruction shall be deemed to
have specified such rounded figure as the Purchase Price. If a
Competitive Tender Instruction specifies a Purchase Price less than
0.125% integral multiple above the Minimum Purchase Price or at the
Minimum Purchase Price, such Competitive Tender Instruction will be
deemed a Non-Competitive Tender Instruction.
Competitive Tender Instructions that specify a Purchase Price
below the Minimum Purchase Price will not be accepted.
Eligibility to Participate in the Offer
The Offer is being made only to Eligible Offerees who hold Reg S
Notes through the Clearing Systems, being Euroclear and Clearstream
(the "Eligible Holders") and who have represented to the Company
pursuant to the deemed representations described in "Terms of the
Offer-Representations, Warranties and Covenants of Eligible Holders
Tendering Reg S Notes" of the Offer to Purchase that they are
eligible to participate in the Offer. "Eligible Offerees" are
herein defined as persons who satisfy all of the following
criteria:
-- non-U.S. persons located outside the United States or 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, as those terms are
defined in Regulation S; and
-- persons into whose possession the Offer to Purchase may be
lawfully delivered in accordance with the laws of the jurisdiction
in which they are located and who are not a Sanctioned Person (as
defined in the Offer to Purchase) or acting on behalf, or for the
benefit, of a Sanctioned Person, and who will not use, directly or
indirectly, the Purchase Consideration received for the purpose of
financing or making funds available directly or indirectly to or
for the benefit of a Sanctioned Person.
By giving Tender Instructions, Holders will be deemed to make a
series of representations, warranties and undertakings, which are
set out in "Terms of the Offer-Representations, Warranties and
Covenants of Eligible Holders Tendering Reg S Notes" of the Offer
to Purchase. Only Eligible Holders who have, or on whose behalf
their brokers, dealers, custodians, trust companies or other
nominees have, completed the procedures described in the Offer to
Purchase are eligible to participate in the Offer.
Further Information
Questions and requests for assistance in connection with (i) the
Offer may be directed to the Lead Dealer Managers and (ii) the
delivery of Tender Instructions may be directed to the Information
and Tender Agent, the contact details for each of which are set out
below. Beneficial owners of Notes may also contact their brokers,
dealers, commercial banks, trust companies or other nominee for
assistance concerning the Offer.
LEAD DEALER MANAGERS
ING BANK N.V., LONDON BRANCH STANDARD CHARTERED BANK
8-10 Moorgate 1 Basinghall Avenue
London EC2R 6DA London EC2V 5DD
United Kingdom United Kingdom
Attention: Liability Management Attention: Liability Management
Group
Telephone: +44 20 7885 5739 /
Telephone: +44 20 7767 6784 +65 655 78286 / +852 398 38658
Email: liability.management@ing.com Email: liability_management@sc.com
CO-DEALER MANAGERS
Absa Bank Limited DNB Markets, J.P. Morgan Nedbank Limited The Standard
(acting through Inc. Securities (acting through Bank of South
its Corporate plc its Nedbank Africa Limited
and Investment Corporate and
Banking Division) Investment Banking
Division)
INFORMATION AND TER AGENT
MORROW SODALI LIMITED
In Hong Kong: In London:
2/F. No. 28 Stanley Street 103 Wigmore Street
Central Hong Kong London W1U 1QS
United Kingdom
Telephone: +852 2319 4130
Telephone: +44 20 4513 6933
Email: tullowoil@investor.morrowsodali.com
Tender Offer Website: https://projects.morrowsodali.com/tullowoilSSN
This announcement contains inside information for the purposes
of Article 7 of Regulation 2014/596/EU which is part of domestic UK
law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations
(SI 2019/310) ("UK MAR"). Upon the publication of this
announcement, this inside information (as defined in UK MAR) is now
considered to be in the public domain. This announcement is being
made on behalf of Tullow by Adam Holland, Company Secretary.
DISCLAIMER
This announcement must be read in conjunction with the Offer to
Purchase distributed separately. This announcement and the Offer to
Purchase contain important information which should be read
carefully before any decision is made with respect to the Offer.
The contents of this announcement and the Offer to Purchase are not
to be construed as legal, business or tax advice. Each Holder is
recommended to seek its own financial and legal advice, including
in respect of any tax consequences, immediately from its
stockbroker, 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 its Reg S Notes in connection with
the Offer. None of the Company, the Dealer Managers, the
Information and Tender Agent and any of their respective affiliates
or agents makes any recommendation in this announcement or
otherwise as to whether Eligible Holders should tender Reg S Notes
pursuant to the Offer and, if given or made, any such
recommendation may not be relied upon as authorized by the Company,
the Dealer Managers, the Information and Tender Agent or any of
their respective affiliates or agents.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither the Offer to Purchase nor this announcement constitute
an invitation to participate in the Offer 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 the Offer to
Purchase may be restricted by law in certain jurisdictions. Persons
into whose possession this document comes, or who access the Tender
Offer Website, are required by the Company, the Dealer Managers and
the Information and Tender Agent to inform themselves about, and to
observe, any such restrictions. None of the Company, 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 Offer is 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 Reg S Notes may not be tendered in
the Offer 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 the Offer to Purchase and
any other documents or materials relating to the Offer is 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 Reg S Notes in the Offer resulting directly
or indirectly from a violation of these restrictions will be
invalid and any purported tender of Reg S 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
Offer is 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 Reg S Notes participating in the 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 Offer, the Offer to Purchase or any other documents or
materials relating to the Offer 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 marchés
financiers) and, accordingly, the Offer 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 Offer may not be
advertised and the Offer will not be extended, and neither the
Offer to Purchase nor any other documents or materials relating to
the Offer (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, the Offer to Purchase has been issued only
for the personal use of the above qualified investors and
exclusively for the purpose of the Offer. Accordingly, the
information contained in the Offer to Purchase may not be used for
any other purpose or disclosed to any other person in Belgium.
France
The Offer is not being made directly or indirectly to the public
in France. Neither the Offer to Purchase, nor any other offering
material or information relating to the Offer, 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 Reg
S 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 the Offer to Purchase nor any other documents or
materials relating to the Offer 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 Offer may not be made to the public in Luxembourg,
directly or indirectly, and neither the Offer to Purchase, nor any
other offering circular, prospectus, form of application,
advertisement or other material relating to the Offer 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, the Offer to
Purchase and 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 Offer, the Offer to Purchase or any other documents
or materials relating to the Offer 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
Offer is being carried out in Italy as an exempted offer pursuant
to article 101-bis, paragraph 3-bis of the Legislative Decree No.
58 of 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 Reg S Notes for purchase in the Offer 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 Offer, the Offer to Purchase or any other documents or
materials relating to the Offer 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
The Offer to Purchase and any related documents do not
constitute an offer to buy or the solicitation of an offer to sell
the Reg S Notes (and such tenders of Reg S Notes in the Offer 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 Offer 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 Offer shall be
deemed to be made by the Dealer Managers or such affiliate, as the
case may be, on behalf of the Company in such jurisdiction.
The Offer to Purchase has not been filed with or reviewed by any
foreign, U.S. federal or state securities commission or regulatory
authority, nor has any such commission or authority passed upon the
accuracy or adequacy of the Offer to Purchase. Any representation
to the contrary is unlawful and may be a criminal offense.
Each Holder participating in the Offer will also be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in "Terms of the
Offer-Representations, Warranties and Covenants of Eligible Holders
Tendering Reg S Notes" of the Offer to Purchase. Any tender of the
Reg S Notes for purchase pursuant to the Offer from a Holder that
is unable to make these representations may be rejected. Each of
the Company, 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 Reg S Notes for purchase pursuant to the Offer, whether
any such representation given by a Holder 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
tender may be rejected.
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
TENNKPBPABDKDDD
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November 15, 2023 02:03 ET (07:03 GMT)
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