NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR
INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF
INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE
INFORMATION WITHIN THE MEANING OF (A) ARTICLE 7(1) OF UK MAR IN SO
FAR AS IT RELATES TO NOTES ISSUED BY VODAFONE (EACH AS DEFINED
BELOW) AND (B) ARTICLE 7(1) OF MAR IN SO FAR AS IT RELATES TO NOTES
ISSUED BY VIFD (EACH AS DEFINED HEREIN)
VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES CAPPED
TENDER OFFERS FOR CERTAIN U.S. DOLLAR AND EURO DENOMINATED NOTES
DUE 2028 TO 2031
(Newbury, Berkshire - England) -
July 29, 2024 - Vodafone Group Plc
("Vodafone" or the "Company") announces the launch of its offers to
purchase for cash in concurrent, but separate offers the
outstanding notes of the series described in the table below (the
"Notes") in three separate pools (each, a "Pool" and, together, the
"Pools") with an aggregate principal amount for (i) the series of
Notes within Pool 1 of up to €660,000,000, (ii) the series of Notes
within Pool 2 of up to €400,000,000 and (iii) the Notes within Pool
3 of up to €290,000,000, and in the case of the Pool 1 Notes and
Pool 2 Notes, based on the respective order of priority (each an
"Acceptance Priority Level" and together, the "Acceptance Priority
Levels"), as applicable, for such series within such Pool, as set
forth in the table below. Each offer to purchase each series of
Notes is referred to herein as an "Offer" and the offers to
purchase the Notes as the "Offers." The Offers are subject to the
terms of, and conditions set out in, the offer to purchase
dated July 29, 2024
(the "Offer to Purchase"), including the Financing Condition (as
defined herein)
Title of
Security
|
|
Principal
Amount Outstanding
|
|
CUSIP/ISIN /
Common Code
|
|
Acceptance Priority
Level
|
|
Early
Tender Premium(2)
|
|
Reference
Security
|
|
Bloomberg
Reference Page/Screen
|
|
Fixed
Spread
(basis points)
|
|
Pool 1 Notes - Offers subject
to the Pool 1 Maximum Tender Amount of
€660,000,000(1)
|
|
4.375%
Notes due May 2028 (the "2028 Notes")
|
|
$900,504,000
|
|
92857WBK5
/ US92857WBK53 /
N/A
|
|
1
|
|
$50
|
|
4.375%
U.S. Treasury due July 15, 2027
|
|
FIT1
|
|
30
|
|
3.25%
Notes due March 2029 with a First Par Call Date of December 2, 2028
(the "March 2029 Notes")(3)
|
|
€650,000,000
|
|
N/A /
XS2560495462 /
1256049546
|
|
2
|
|
€50
|
|
March
2029 Notes Interpolated Mid-Swap Rate
|
|
IRSB EU
<GO>(5)
|
|
15
|
|
Pool 2 Notes - Offers subject
to the Pool 2 Maximum Tender Amount of
€400,000,000(1)
|
|
1.875%
Notes due November 2029 (the "November 2029 Notes")
|
|
€750,000,000
|
|
N/A /
XS1721422068 /
172142206
|
|
1
|
|
€50
|
|
November
2029 Notes Interpolated Mid-Swap Rate
|
|
IRSB EU
<GO>(5)
|
|
15
|
|
7.875%
Notes due February 2030 (the "2030 Notes")(4)
|
|
$744,400,000(4)
|
|
92857TAH0 /
US92857TAH05 /
N/A
|
|
2
|
|
$50
|
|
4.25%
U.S. Treasury due June 30, 2029
|
|
FIT1
|
|
55
|
|
Pool 3 Notes - Offers subject
to the Pool 3 Maximum Tender Amount of
€290,000,000(1)
|
|
1.60%
Notes due July 2031 (the "2031 Notes")
|
|
€1,150,000,000
|
|
N/A /
XS1463101680 /
146310168
|
|
N/A
|
|
€50
|
|
2031
Notes Interpolated Mid-Swap Rate
|
|
IRSB EU
<GO>(5)
|
|
30
|
|
Notes:
|
|
(1) To
determine whether the applicable Pool Maximum Tender Amount has
been reached, where required, we will convert the applicable
aggregate principal amount with respect to the Dollar Notes (as
defined herein) validly tendered into Euro using a conversion rate
of $1:€0.9204, which was the exchange rate as of 10:00 a.m. (New
York City time) on July 26, 2024 as displayed on the BFIX screen on
Bloomberg. Pool Maximum Tender Amounts represent the maximum
aggregate principal amount that may be purchased among the relevant
series of Notes within the relevant Pool. Pool Maximum Tender
Amounts may be increased or decreased at the Company's sole and
absolute discretion.
|
(2) Per $1,000
or €1,000, as applicable, principal amount of Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Time and accepted for purchase. For the
avoidance of doubt, the Early Tender Premium is already included
within the Total Consideration (which, in the case of the Notes,
will be calculated using the Fixed Spread over the relevant
Reference Yield as described herein), and is not in addition to the
Total Consideration.
|
(3) Issued by
Vodafone International Financing DAC ("VIFD"), an indirectly wholly
owned subsidiary of the Company. The terms and conditions of the
March 2029 Notes provide for an optional call at par (together with
any Accrued Interest (as defined herein) up to (but excluding) the
redemption date) at the VIFD's option on any date from (and
including) December 2, 2028 ("First Par Call Date") to (but
excluding) March 2, 2029.
(4) Only the
2030 Notes issued pursuant to the CUSIP/ISIN shown are subject to
the relevant Offer. The principal amount outstanding shows only
amounts held under the relevant CUSIP/ISIN.
(5) Pricing
Source: BGN.
|
The Notes denominated in U.S. Dollars are referred to herein as
"Dollar Notes," and the Notes denominated in Euro are referred to
herein as "Euro Notes." Capitalised terms not otherwise defined in
this announcement have the same meaning as assigned to them in the
Offer to Purchase.
Holders are advised to read carefully the Offer to
Purchase for full details of, and information on the procedures for
participating in, the Offers. All documentation relating to the
Offers, including the Offer to Purchase, together with any updates,
are available at the following website:
https://deals.is.kroll.com/vodafone.
All Notes accepted in the Offers will be cancelled
and retired by the Company.
Purpose of the Offers
The Offers and the issuance of the
New Notes (as defined herein) are being undertaken to, among other
things, proactively manage the Company's outstanding debt
portfolio.
Financing Condition
VIFD, an indirect wholly owned subsidiary of
the Company, has today, July 29, 2024, announced its intention to
issue new euro-denominated notes to be wholly and unconditionally
and irrevocably guaranteed by the Company (the "New Notes").
Whether the Company will accept for purchase any Notes validly
tendered in the Offers and complete the Offers is subject, without
limitation, to the successful completion (in the sole and absolute
discretion of the Company) of the issue of the New Notes (the
"Financing Condition").
Consideration for the
Notes
Upon the terms and subject to the conditions set
forth in the Offer to Purchase, including the Financing Condition,
Holders of Notes that are validly tendered and not validly
withdrawn at or prior to the Early Tender Time and accepted for
purchase will receive the applicable Total Consideration. The Total
Consideration payable for a series of Notes will be a price per
$1,000 or €1,000 principal amount of such series of Notes that, as
regards the Dollar Notes and the Euro Notes, shall be equal to an
amount, calculated in accordance with the respective formulas
described in Schedules A-1 or A-2 of the Offer to Purchase, as
applicable, that would reflect, as of the Early Settlement Date, a
yield to the maturity date or First Par Call Date, as applicable,
of each series of Notes equal to the sum of (a) the Reference Yield
of the applicable Reference Security, determined at the Price
Determination Date plus (b) the applicable Fixed Spread, minus
Accrued Interest. The Reference Yield will be calculated in
accordance with standard market practice (rounded to 3 decimal
points) and will correspond to:
• for the
Dollar Notes, the bid-side price of the applicable Reference
Security as displayed on the applicable reference page/screen (the
"Reference Page") set forth in table above; and
• for the
Euro Notes, the applicable Interpolated Mid-Swap Rate (as defined
in the Offer to Purchase),
each as of the Price Determination Date.
If the Dealer Managers determine that the relevant
Reference Page is not operational or is displaying inaccurate
information at that time, the bid-side price of the Reference
Security or the applicable Interpolated Mid-Swap Rate, as
applicable, determined at or around the Price Determination Date
shall be determined by such other means as the Company, in
consultation with the Dealer Managers, may consider to be
appropriate under the circumstances.
For the avoidance of doubt, the Early Tender Premium
is already included within the Total Consideration (which, in the
case of all Notes, will be calculated using the Fixed Spread over
the relevant Reference Yield), and is not in addition to the Total
Consideration. Holders who validly tender their Notes after the
Early Tender Time but at or prior to the Expiration Date, and whose
Notes are accepted for purchase, will receive only the applicable
Late Tender Offer Consideration, which is the applicable Total
Consideration less the applicable Early Tender Premium.
In respect of each series of Notes except for the
March 2029 Notes, the Total Consideration shall in all cases be
calculated with reference to the maturity date of such series of
Notes. With respect to the March 2029 Notes, if the sum of (i) the
March 2029 Notes Interpolated Mid-Swap Rate to Par Call plus (ii)
the Fixed Spread applicable to the March 2029 Notes, is less than
the contractual annual rate of interest for the March 2029 Notes,
then the Total Consideration shall be calculated with reference to
the First Par Call Date of such Notes, assuming such series of
Notes were repaid in full on the First Par Call Date and in such
case the "March 2029 Notes Interpolated Mid-Swap Rate" shall be the
March 2029 Notes Interpolated Mid-Swap Rate to Par Call. With
respect to the March 2029 Notes, if the sum of (i) the March 2029
Notes Interpolated Mid-Swap Rate to Par Call plus (ii) the Fixed
Spread applicable to the March 2029 Notes, is greater than or equal
to the contractual annual rate of interest for the March 2029
Notes, then the Total Consideration shall be calculated with
reference to the maturity date of such Notes and in such case the
"March 2029 Notes Interpolated Mid-Swap Rate" shall be the March
2029 Notes Interpolated Mid-Swap Rate to Maturity.
Vodafone will issue a press release specifying the
applicable consideration for each series of Notes as soon as
reasonably practicable after the determination thereof by the
Dealer Managers.
Accrued Interest
In addition to the applicable Total
Consideration or applicable Late Tender Offer Consideration, each
Holder whose Notes are tendered and accepted for purchase will
receive accrued and unpaid interest on the principal amount of
Notes from, and including, the most recent interest payment date
prior to the applicable Settlement Date up to, but not including,
the applicable Settlement Date, rounded to the nearest cent
("Accrued Interest"). Accrued Interest will be paid in cash. All
Notes accepted in the Offers will be cancelled and retired by
Vodafone.
Pool Maximum Tender
Amount; Acceptance Priority Levels and Proration
The amount of each series of Notes in the relevant
Pool that is purchased is subject to the relevant Pool Maximum
Tender Amount. Tendered Pool 1 Notes with an aggregate principal
amount of up to €660,000,000 will be accepted in Pool 1; tendered
Pool 2 Notes with an aggregate principal amount of up to
€400,000,000 will be accepted in Pool 2; and tendered Pool 3 Notes
with an aggregate principal amount of up to €290,000,000 will be
accepted in Pool 3. The Company reserves the right to increase or
decrease any Pool Maximum Tender Amount. To determine whether the
relevant Pool Maximum Tender Amount has been reached, the aggregate
principal amount of the Dollar Notes validly tendered will be
converted into Euro using a conversion rate of $1:€0.9204, which
was the exchange rate as of 10:00 a.m. (New York City time) on July
26, 2024 as displayed on the BFIX screen on Bloomberg.
Subject to the Pool Maximum Tender Amounts, the Pool
1 Notes and Pool 2 Notes will be purchased in accordance with the
Acceptance Priority Levels (in numerical priority order) set forth
in the table above. With respect to the Pool 1 Notes, the 2028
Notes are designated as the first, or higher, Acceptance Priority
Level and the March 2029 Notes are designated as the second, or
lower, Acceptance Priority Level. With respect to the Pool 2 Notes,
the November 2029 Notes are designated as the first, or higher,
Acceptance Priority Level, and the 2030 Notes are designated as the
second, or lower, Acceptance Priority Level.
Subject to the Pool Maximum Tender Amounts, all Pool
1 Notes and Pool 2 Notes tendered at or prior to the Early Tender
Time having a higher Acceptance Priority Level within the relevant
Pool will be accepted before any tendered Pool 1 Notes or Pool 2
Notes of a series within such Pool having a lower Acceptance
Priority Level are accepted, and all Notes within such Pool
tendered following the Early Tender Time but at or prior to the
Expiration Date having a higher Acceptance Priority Level will be
accepted before any Pool 1 Notes or Pool 2 Notes within such Pool
tendered following the Early Tender Time having a lower Acceptance
Priority Level are accepted in the relevant Offer. If the relevant
Pool Maximum Tender Amount is not reached as of the Early Tender
Time, Notes within a relevant Pool tendered at or prior to the
Early Tender Time will be accepted for purchase in priority to
Notes within such Pool tendered following the Early Tender Time
even if such Notes tendered following the Early Tender Time have a
higher Acceptance Priority Level than Notes within such Pool
tendered at or prior to the Early Tender Time.
Notes of a series within a relevant Pool may be
subject to proration if the aggregate principal amount of the Notes
of such series validly tendered would cause the relevant Pool
Maximum Tender Amount to be exceeded. Furthermore, if a Pool
Maximum Tender Amount is reached as of the Early Tender Time,
Holders who validly tender Notes within the relevant Pool following
the Early Tender Time but at or prior to the Expiration Date will
not have any of their Notes within such Pool accepted for purchase
unless the relevant Pool Maximum Tender Amount is increased in the
sole and absolute discretion of the Company.
Key Dates and Times, Offer Period and Results
Holders of the Notes should note the following dates
and times relating to the Offers:
|
|
|
|
|
Commencement
Date..........................................................................................
|
|
July 29, 2024.
|
|
|
Early Tender
Time................................................................................................
|
|
5:00 p.m., New York City
time, on August 9, 2024, unless extended or earlier terminated by
the Company in its sole and absolute discretion, subject to
applicable law.
|
|
|
Withdrawal
Deadline............................................................................................
|
|
5:00 p.m., New York City
time, on August 9, 2024, unless extended or earlier terminated by
the Company in its sole and absolute discretion, subject to
applicable law.
|
|
|
Early Results Announcement Date
|
|
The first business day after
the Early Tender Time, which is expected to be August 12, 2024
|
|
|
Price Determination
Date.....................................................................................
|
|
10:00 a.m., New York City
time, on August 12, 2024.
|
|
|
Early Settlement
Date..........................................................................................
|
|
In respect of all Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time and accepted for purchase, the Company expects to make
payment on the third business day after the Early Tender Time,
August 14, 2024.
|
|
|
Expiration
Date.....................................................................................................
|
|
5:00 p.m., New York City
time, on August 26, 2024, unless extended or earlier terminated by
the Company in its sole and absolute discretion, subject to
applicable law.
|
|
|
Final Tender Results Announcement Date
|
|
The first business day after
the Expiration Date, which is expected to be August 27, 2024.
|
|
|
Final Settlement
Date...........................................................................................
|
|
In respect of the Notes that
are validly tendered after the Early Tender Time and at or prior to
the Expiration Date and accepted for purchase, the Company expects
the Final Settlement Date to occur on the second business day after
the Expiration Date, August 28, 2024.
|
|
|
Holders of Notes are advised to
check with any intermediary through which they hold Notes as to
when such intermediary would need to receive instructions from a
beneficial owner in order for that beneficial owner to be able to
participate in, or withdraw their instruction to participate in,
the Offers before the deadlines specified in the Offer to Purchase.
The deadlines set by any such intermediary and the applicable
Clearing System for participation in the Offers may be earlier than
the relevant deadlines specified above.
The acceptance of Notes for purchase
is conditional on the satisfaction of the conditions of the Offers
as provided in "The Terms of the Offers-Conditions to the Offers"
in the Offer to Purchase, including the Financing
Condition.
The Company has retained Merrill
Lynch International and NatWest Markets Plc as Dealer Managers and
Kroll Issuer Services Limited as Information and Tender Agent (the
"Information and Tender Agent") for the purposes of the
Offers.
Questions regarding procedures for
tendering Notes may be directed to the Information and Tender Agent
at +44 20 7704 0880 or by email to vodafone@is.kroll.com,
Attention: Owen Morris. Questions regarding the Offers may be
directed to Merrill Lynch International at +1 (888) 292-0070 (toll
free), +1 (980) 387-3907 or +44 207 996 5420 (in London) or by
email to DG.LM-EMEA@bofa.com and to NatWest Markets Plc at +1 (800)
231-5830 (toll free) or + 44 20 7678 5222 (in London) or by email
to liabilitymanagement@natwestmarkets.com.
This announcement is for
informational purposes only and does not constitute an offer to
buy, or a solicitation of an offer to sell, any security. No offer,
solicitation, or sale will be made in any jurisdiction in which
such an offer, solicitation, or sale would be unlawful. The Offers
are only being made pursuant to the Offer to Purchase. Holders of
the Notes are urged to carefully read the Offer to Purchase before
making any decision with respect to the Offers.
This announcement does not
constitute or form a part of any offer or solicitation to purchase
or subscribe for, or otherwise invest in, New Notes in the United
States.
The New Notes are not being, and
will not be, offered or sold in the United States. Nothing in this
announcement constitutes an offer to sell or the solicitation of an
offer to buy the New Notes in the United States or any other
jurisdiction. Securities may not be offered, sold or delivered in
the United States absent registration under, or an exemption from
the registration requirements of, the United States Securities Act
of 1933, as amended (the "Securities Act"). The New Notes 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 (as defined in Regulation S under the
Securities Act).
This announcement is being made by
each of Vodafone Group Plc and Vodafone
International Financing DAC and contains information that qualified
or may have qualified as inside information for the purposes of (a)
Article 7(1) of the Market Abuse Regulation (EU) 596/2014 ("MAR")
as it forms part of domestic law in the United Kingdom by virtue of
the European Union (Withdrawal) Act 2018 (the "EUWA") ("UK MAR") in
so far as it relates to Notes issued by Vodafone and (b) Article 7
of MAR in so far as it relates to Notes issued by VIFD,
encompassing information relating to the Offers described above.
For the purposes of (a) in respect of Vodafone, UK MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055 as it forms
part of domestic law in the United Kingdom by virtue of the EUWA,
and (b) in respect of VIFD, MAR and Article 2 of Commission
Implementing Regulation (EU) 2016/1055, this announcement is made
by Maaike de Bie, Group General Counsel and Company Secretary of
Vodafone.
Offer and Distribution Restrictions
Italy
None of the Offers, this
announcement, the Offer to Purchase or any other documents or
materials relating to the Offers have been or will be submitted to
the clearance procedures of the Commissione Nazionale per le
Società e la Borsa ("CONSOB") pursuant to Italian laws and
regulations. Each Offer is being carried out in the Republic of
Italy ("Italy") as an exempt 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 of CONSOB Regulation No. 11971 of May 14, 1999, as
amended. Holders or beneficial owners of the Notes that are
resident or located in Italy can tender Notes for purchase in 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 February 15, 2018, as amended from time to
time, and Legislative Decree No. 385 of September 1, 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 Notes and/or the
Offers.
United Kingdom
The communication of this
announcement and the Offer to Purchase and any other documents or
materials relating to the Offers is not being made by and such
documents and/or materials have not been approved by an "authorised
person" for the purposes of section 21 of the Financial Services
and Markets Act 2000 ("FSMA 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. The
communication of such documents and/or materials is exempt from the
restriction on financial promotions under section 21(1) of the FSMA
on the basis that it is only directed at and may only be
communicated to: (1) persons who are outside of the United Kingdom;
(2) investment professionals falling within the definition
contained in Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion
Order"); (3) those persons who are existing members or creditors of
the Company or other persons falling within Article 43(2) of the
Financial Promotion Order; or (4) any other persons to whom such
documents and/or materials may lawfully be communicated in
accordance with the Financial Promotion Order (all such persons
together referred to as "relevant persons"). This announcement, the
Offer to Purchase and any other documents or materials relating to
the Offers are only available to relevant persons. Any person who
is not a relevant person should not act or rely on this document or
any of its contents.
France
The Offers are not being made,
directly or indirectly, and none of this announcement, the Offer to
Purchase or any other document or material relating to the Offers
has been or shall be distributed, to the public in the Republic of
France other than to qualified investors as defined in Article 2(e)
of the Regulation (EU) 2017/1129 (the "Prospectus Regulation").
None of this announcement, the Offer to Purchase or any other
document or materials relating to the Offers have been or will be
submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
Neither this announcement, the Offer to Purchase nor
any other brochure, documents or materials relating to the Offers
has been, or will be, submitted or notified to, or approved or
recognized by, the Belgian Financial Services and Markets Authority
("Autorité des services et
marchés financiers"/"Autoriteit voor Financiële Diensten en
Markten"). In Belgium, the Offers do not constitute a public
offering within the meaning of Articles 3, §1, 1° and 6, §1 of the
Belgian Law of April 1, 2007 on public takeover bids ("loi relative aux offres publiques
d'acquisition"/"wet op de openbare overnamebiedingen"), as
amended or replaced from time to time. Accordingly, the Offers may
not be, and are not being advertised, and this announcement, the
Offer to Purchase, as well as any brochure, or any other material
or document relating thereto (including any memorandum, information
circular, brochure or any similar document) may not, have not and
will not be distributed or made available, directly or indirectly,
to any person located and/or resident within Belgium, other than to
"qualified investors" ("investisseurs qualifiés"/"qekwalificeerde
belegge"), within the meaning of Article 2(e) of the
Prospectus Regulation acting on their own account. Insofar as
Belgium is concerned, the Offers are made only to qualified
investors, as this term is defined above. Accordingly, the
information contained in this announcement, the Offer to Purchase
or in any brochure or any other document or material relating
thereto may not be used for any other purpose or disclosed or
distributed to any other person in Belgium.
General
This announcement does not
constitute an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes in the Offers will not be accepted from
Holders) in any circumstances in which such offer or solicitation
or acceptance 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 and any Dealer Manager or any of the
Dealer Managers' affiliates is such a licensed broker or dealer in
any such jurisdiction, the Offers shall be deemed to be made by
such Dealer Manager or such Dealer Manager's affiliate, as the case
may be, on behalf of the Company in such jurisdiction.
Each tendering Holder participating
in the Offers will be deemed to give certain representations in
respect of the jurisdictions referred to above and generally as set
out in the section titled "Description of the Offers-Procedures for
Tendering Notes-Other Matters" in the Offer to Purchase. Any tender
of Notes for purchase pursuant to the Offers from a Holder that is
unable to make these representations will not be accepted. Each of
the Company, the Dealer Managers and the Information and Tender
Agent reserves the right, in its sole and absolute discretion, 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 Company determines (for any reason) that such
representation is not correct, such tender shall not be
accepted.
Forward-Looking Information
This announcement contains certain
forward-looking statements which reflect the Company's intent,
beliefs or current expectations about the future and can be
recognised by the use of words such as "expects," "will,"
"anticipate," or words of similar meaning. These forward-looking
statements are not guarantees of any future performance and are
necessarily estimates reflecting the best judgment of the senior
management of the Company and involve a number of risks and
uncertainties that could cause actual results to differ materially
from those suggested by the forward-looking statements. As a
consequence, these forward-looking statements should be considered
in light of various important factors that could cause actual
results to differ materially from estimates or projections
contained in the forward-looking statements, which include, without
limitation, the risk factors set forth in the Offer to Purchase.
The Company cannot guarantee that any forward-looking statement
will be realised, although it believes it has been prudent in its
plans and assumptions. Achievement of future results is subject to
risks, uncertainties and assumptions that may prove to be
inaccurate. Should known or unknown risks or uncertainties
materialise, or should underlying assumptions prove inaccurate,
actual results could vary materially from those anticipated,
estimated or projected. The Company undertakes no obligation to
update publicly or release any revisions to these forward-looking
statements to reflect events or circumstances or to reflect the
occurrence of unanticipated events, except as required by
applicable law.