TIDM35NP TIDMYX26
RNS Number : 1841M
Oman (Government of Sultanate of)
12 September 2023
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN ANY JURISDICTION
WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE
UNLAWFUL
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 ("MAR") AND ARTICLE 7(1) OF THE MARKET ABUSE REGULATION
(EU) 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 ("UK MAR")
Invitation by
THE GOVERNMENT OF THE SULTANATE OF OMAN
represented by
THE MINISTRY OF FINANCE
(the "Government")
to the holders of (i) the Certificates (as defined below) to
tender any and all such Certificates for purchase by the Government
for cash, subject to satisfaction or waiver of certain conditions
described in the Tender Offer Memorandum dated 12 September 2023
(the "Tender Offer Memorandum") (such invitation, the "Any and All
Offer") and (ii) the 2025 Notes, the 2026 Notes and the 2027 Notes
(each as defined below) (collectively, the "Notes", and together
with the Certificates, the "Securities" and each a "Series") to
tender such Notes for purchase by the Government for cash subject
to the Maximum Aggregate Note Purchase Amount (each such invitation
a "Capped Offer" and together, the "Capped Offers" and together
with the Any and All Offer, the "Offers"), in each case, subject to
satisfaction or waiver of the conditions described in the Tender
Offer Memorandum, and at a price calculated as described in the
Tender Offer Memorandum.
Summary of the Offers
Any and All Offer
Description of Issuer ISIN/CUSIP Outstanding Benchmark Security Bloomberg Fixed Spread Maximum
Certificates Principal Reference (basis points) Aggregate
Amount Page Certificate
Purchase
Amount
---------------------- ----------- ------------------------ ---------------- ---------------------- ---------- --------------- ------------
Any and all
U.S.$2,000,000,000 Oman XS1620176831/ U.S.$2,000,000 2.500 per cent. U.S. FIT1 50
4.397 per cent. Sovereign US68204LAA26/68204LAA2 ,000 Treasury Security
Trust Certificates Sukuk due 31 May 2024
due 2024 (the S.A.O.C (ISIN: US91282CER88)
"Certificates")
---------------------- ----------- ------------------------ ---------------- ---------------------- ---------- --------------- ------------
Capped Offers
Description of Issuer ISIN/CUSIP Outstanding Benchmark Security Bloomberg Maximum Maximum
Notes Principal Amount Reference Purchase Aggregate Note
Page Spread (basis Purchase
points) Amount
--------------------- ------------- ------------------------ ----------------- ----------------------- ----------- --------------- ---------------
U.S.$1,250,000,000 4.125 per cent. U.S.
4.875 per cent. Treasury Security
Notes due 2025 The XS1944412664/ U.S.$1,149,156 due 31 January 2025
(the "2025 Notes") Government US68205LAA17/68205LAA1 ,000 (ISIN: US91282CGG06) FIT1 55
--------------------- ------------- ------------------------ ----------------- ----------------------- ----------- ---------------
U.S.$2,500,000,000 4.125 per cent. U.S.
4.750 per cent. XS1405777589/ Treasury Security
Notes due 2026 The US682051AC17/ U.S.$2,386,498 due 15 June 2026
(the "2026 Notes") Government 682051AC1 ,000 (ISIN: US91282CHH79) FIT1 90
--------------------- ------------- ------------------------ ----------------- ----------------------- ----------- ---------------
U.S.$1,500,000
U.S.$2,000,000,000 The XS1575967218/ U.S.$1,928,793 1.875 per cent. U.S. FIT1 ,000 less the
5.375 per cent. Government US682051AE72/ ,000 Treasury Security 125 aggregate
Notes due 2027 682051AE7 due 28 February 2027 principal
(the "2027 Notes") (ISIN: US91282CEC10) amount of
Certificates
purchased in
the Any
and All Offer
--------------------- ------------- ------------------------ ----------------- ----------------------- ----------- ---------------
All documentation relating to the Offers, including the Tender
Offer Memorandum and any amendments or supplements thereto, will be
available to Holders (subject to distribution restrictions) via the
Tender Offer Website accessible at
https://projects.morrowsodali.com/Oman . This announcement must be
read in conjunction with the Tender Offer Memorandum. The Offers
are subject to offer restrictions in, among other countries, the
United Kingdom, Italy France and Oman, as described below.
Capitalized terms used in this announcement but not defined herein
have the meanings given to them in the Tender Offer Memorandum.
The Government invites (subject to the offer restrictions as
described below) Holders of the Securities to tender:
(i) any and all of their Certificates (such invitation, the "Any and All Offer"); and
(ii) their 2025 Notes, 2026 Notes and 2027 Notes up to (subject
as set out in the Tender Offer Memorandum) an aggregate principal
amount, of U.S.$1,500,000,000, less the aggregate principal amount
of the Certificates validly tendered and accepted for purchase in
the Any and All Offer (the "Maximum Aggregate Note Purchase
Amount") (each such invitation, a "Capped Offer" and, together, the
"Capped Offers"),
in each case for purchase by the Government in cash upon the
terms of and subject to the conditions set out in the Tender Offer
Memorandum as part of its proactive debt management strategy.
Upon completion of the Offers, the Government intends to cancel
the amount of Securities purchased pursuant to the Offers.
The Government reserves the right to reject or accept any
Securities validly tendered pursuant to the Offers in its sole and
absolute discretion. Subject to applicable law, the Government
expressly reserves the right in its sole and absolute discretion to
increase or decrease the Maximum Aggregate Note Purchase Amount at
any time.
In the event that the aggregate principal amount of the Notes
validly tendered pursuant to the Offers exceeds the Maximum
Aggregate Note Purchase Amount, the Government intends to follow
the procedures outlined in the Tender Offer Memorandum under "The
Offers--Maximum Aggregate Note Purchase Amount and Scaling" and
"Further Information and Terms and Conditions - Acceptance and
Scaling".
Tender Consideration
In respect of each Series, the Government will pay for the
Securities of the relevant Series accepted by it for purchase
pursuant to the Offer, a Purchase Price (as defined below) to be
determined as follows:
Any and All Offer
The amount in cash to be paid by the Government for any
Certificates validly tendered pursuant to the Any and All Offer and
accepted for purchase by the Government shall be an amount that
would reflect, as of the Settlement Date a yield to the maturity
date of the Certificates equal to the sum of: (i) the relevant
Benchmark Security Rate for the Certificates (the "Reference
Yield"), plus (ii) the Fixed Spread set out in the table on the
second page of the Tender Offer Memorandum, subject to a maximum
amount not exceeding U.S.$1,000 per U.S.$1,000 principal amount of
the Certificates (the "Certificates Purchase Price"). The Reference
Yield will be determined at the Pricing Time on the Pricing Date
with reference to the applicable Benchmark Security Rate as
described in the Tender Offer Memorandum.
No Pro Rata Scaling
If the Government decides to accept valid tenders of
Certificates for purchase pursuant to the Any and All Offer, it
will accept for purchase any and all of the Certificates that are
validly tendered, with no pro rata scaling.
Capped Offer
In respect of each Series of Notes, the Government will pay for
the Notes of the relevant Series accepted by it for purchase
pursuant to the Offer, a purchase price (each, a "Notes Purchase
Price") to be determined at or around the Pricing Time on the
Pricing Date in the manner described in the Tender Offer Memorandum
by reference to:
(a) in the case of the 2025 Notes, the sum (such sum, the "2025
Notes Purchase Yield") of a purchase spread (the "2025 Notes
Clearing Spread") and the relevant Benchmark Security Rate;
(b) in the case of the 2026 Notes, the sum (such sum, the "2026
Notes Purchase Yield") of a purchase spread (the "2026 Notes
Clearing Spread") and the relevant Benchmark Security Rate; and
(c) in the case of the 2027 Notes, the sum (such sum, the "2027
Notes Purchase Yield") of a purchase spread (the "2027 Notes
Clearing Spread") and the relevant Benchmark Security Rate.
References in this announcement to:
"Clearing Spread" means each of the 2025 Notes Clearing Spread,
the 2026 Notes Clearing Spread and the 2027 Notes Clearing
Spread."
"Purchase Price" means each of the Certificates Purchase Price
and Notes Purchase Price; and
"Purchase Yield" means each of the 2025 Notes Purchase Yield,
the 2026 Notes Purchase Yield and the 2027 Notes Purchase
Yield.
Clearing Spreads - Modified Dutch Auction Procedure
Each Clearing Spread will be determined pursuant to a modified
Dutch auction procedure, as described in the Tender Offer
Memorandum (the "Modified Dutch Auction Procedure"). Under the
Modified Dutch Auction Procedure, the Government will determine, in
its sole and absolute discretion, following expiration of the
relevant Capped Offer, (i) the aggregate principal amount of Notes
of the relevant Series (if any) it will accept for purchase
pursuant to the relevant Capped Offer (each such amount, a "Series
Acceptance Amount") and (ii) a single clearing spread (expressed in
basis points) that it will use in the calculation of the Notes
Purchase Price for the Notes of each Series taking into account the
aggregate principal amount of Notes of such Series tendered in the
relevant Capped Offer and the purchase spreads specified (or deemed
to be specified, as set out below) by tendering Holders.
The Clearing Spread applicable to each Series of Notes will be
not more than:
(a) 55 basis points, in the case of the 2025 Notes;
(b) 90 basis points, in the case of the 2026 Notes; and
(c) 125 basis points, in the case of the 2027 Notes.
(each a "Maximum Purchase Spread"), and will otherwise be the
highest spread that will enable the Government to purchase the
relevant Series Acceptance Amount for each such Series pursuant to
the relevant Capped Offer. For technical purposes, each Series of
Notes will have a minimum purchase spread that will be 1 basis
point for each Series of Notes. Holders should not rely on the
minimum purchase spread when submitting competitive instructions as
an indication of the final clearing spread for the Notes. The final
clearing spread may be significantly greater than the minimum
purchase spread.
General
Each Purchase Price will be determined in accordance with market
convention and expressed as an amount per U.S.$1,000 principal
amount of the Securities of the relevant Series, and is intended to
reflect a yield to maturity of the Securities of such Series on the
Settlement Date equal to the relevant Reference Yield or Purchase
Yield as the case may be. Specifically, the Purchase Price
applicable to a Series will equal (a) the value of all remaining
payments of principal and interest or periodic distribution amounts
(as the case may be) on the relevant Series up to and including the
scheduled maturity date of the relevant Series, discounted to the
Settlement Date at a discount rate equal to the relevant Reference
Yield or Purchase Yield, as the case may be, minus (b) Accrued
Interest or Periodic Distribution Amounts (as the case may be) in
respect of the relevant Series up to (but excluding) the Settlement
Date.
The Government will also calculate and pay any Accrued Interest
or Periodic Distribution Amounts (as the case may be) with respect
to Securities accepted for purchase in accordance with the terms
and conditions of the Securities, and the calculation will be final
and binding on all Holders whose Securities were accepted for
purchase, absent manifest error.
The amount payable by the Government for the Securities accepted
by it for purchase, being equal to, in respect of each Series, the
Purchase Price of that Series, plus Accrued Interest or Periodic
Distribution Amounts (as the case may be) thereon, shall be
referred to herein as the "Tender Consideration".
Consummation of the Offers is subject to the satisfaction of
certain conditions (as more fully described in the Tender Offer
Memorandum). The Government reserves the right, in its sole and
absolute discretion, to modify in any manner and at any time any of
the terms and conditions of the Offers .
Conditions to the Offer
The Government reserves the right, in its sole discretion, to
instruct the Tender Agent not to accept any tender instructions,
for any reason. In addition, notwithstanding any other provisions
of the Offers, the Offers are conditioned upon there not having
been threatened, instituted or pending any action or proceeding
before any court or governmental, regulatory or administrative body
that: (1) makes or seeks to make illegal the tender and/or purchase
of Securities pursuant to any Offer or (2) would or might result in
a delay in, or restrict, the ability of the Government to purchase
the Securities from the Tender Agent. Each of the foregoing
conditions is for the sole benefit of the Government and may only
be waived by the Government, in whole or in part, at any time and
from time to time, in its discretion. Any determination by the
Government concerning the conditions set forth above (including
whether or not any such condition has been satisfied or waived)
will be final and binding upon the Tender Agent and all other
persons.
Expected Timetable of Events
The times and dates below are indicative only.
Event Expected Times and Dates
-------------------------------------------- --------------------------
Commencement Date
Offers announced via the Clearing 12 September 2023
Systems and published by way of
announcement on a Notifying News
Service and on the website of the
stock exchange on which the relevant
Series is listed. Clearing System
Notice sent to Direct Participants.
Tender Offer Memorandum available
via the Tender Offer Website.
Pricing Time
Determination of the Benchmark 10.00 a.m., New York time
Security Rate, Reference Yield, on 19 September 2023
Purchase Yield, and Purchase Price
in respect of each Series of Securities.
The Government will publish an
announcement stating the applicable
Purchase Price in respect of each
Series of Securities as promptly
as practicable after the Pricing
Time.
Expiration Deadline
Deadline for receipt of valid Tender 5:00 p.m., New York time
Instructions by the Tender Agent on 19 September 2023
in order for Holders to be able
to participate in the relevant
Offer, unless extended or earlier
terminated by the Government. In
the case of an extension, the Expiration
Deadline will be such other date
and time as so extended and modified
as provided below.
Results Announcement Date
Announcement by the Government 20 September 2023
of (i) the aggregate principal
amount of validly tendered Securities
of each Series that have been accepted
for purchase; (ii) any Scaling
Factor(s) in respect of the Notes
in the Capped Offers (if applicable);
(iii) the applicable Tender Consideration;
and (iv) the aggregate principal
amount of Securities of each Series
that will remain outstanding following
completion of the relevant Offer.
Certificate Guaranteed Delivery
Date
The deadline for the delivery of 5:00 p.m., New York time
the Certificates for which Notice on 21 September 2023
of Guaranteed Delivery was made.
Settlement Date
Subject to satisfaction or waiver On or about 22 September
of the conditions to the Offers, 2023
payment of the relevant Purchase
Price and relevant Accrued Interest
or Periodic Distribution Amounts
(as the case may be) in respect
of any Securities validly tendered
and accepted for purchase pursuant
to the Offers (not including Holders
of Certificates utilising the Guaranteed
Delivery Procedures).
Certificate Guaranteed Delivery
Settlement Date
Subject to satisfaction or waiver On or about 22 September
of the conditions to the Any and 2023
All Offer, payment of the applicable
Purchase Price and any Periodic
Distribution Amounts in respect
of Certificates validly tendered
and accepted for purchase pursuant
to the Guaranteed Delivery Procedures.
The above times and dates are subject to the right of the
Government in its sole and absolute discretion to extend, re-open,
amend, and/or terminate any Offer (subject as provided in the
Tender Offer Memorandum). Holders are advised to check with any
bank, securities broker, custodian or other intermediary through
which they hold Securities 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) revoke their instruction to participate
in, any Offer before the deadlines specified 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 specified above. See "Procedures for Participating in the
Offers".
Unless stated otherwise, announcements in connection with the
Offers will be by the issue of a press release through the website
of the stock exchange on which the relevant Series is listed and by
the delivery of notices to the relevant Clearing Systems for
communication to Direct Participants. Such announcements may also
be found on the relevant Reuters Insider screen and may be made by
the issue of a press release to a Notifying News Service. All
documentation relating to the Offers and any amendments or
supplements thereto will be available via the Tender Offer Website
accessible at https://projects.morrowsodali.com/Oman . Significant
delays may be experienced where notices are delivered to the
Clearing Systems and Holders are urged to contact the Tender Agent
for the relevant announcements during the course of the Offer. In
addition, Holders may contact the Dealer Managers for information
using the contact details below.
Tender Instructions
In order to participate in and be eligible to receive the
relevant Tender Consideration pursuant to the relevant Offer,
Holders must validly tender their Securities by delivering, or
arranging to have delivered on their behalf, a valid tender
instruction that is received by the Tender Agent by the Expiration
Deadline. An indicative timetable of the Offers is set out
above.
If a Holder holds its Securities through a custodian or other
intermediary, such Holder may not submit a tender instruction
directly. It should therefore contact its custodian or other
intermediary to instruct its custodian or intermediary to submit a
tender instruction on its behalf. Holders are advised to check with
any bank, securities broker, custodian or other intermediary
through which they hold Securities 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) revoke their instruction to
participate in, any Offer by the deadlines specified in the Tender
Offer Memorandum. The deadlines set by any such intermediary and
each Clearing System for the submission of tender instructions will
be earlier than the relevant deadlines specified in the Tender
Offer Memorandum.
Tender Instructions must be submitted in the Minimum
Denomination based on principal amounts of the Securities equal to
U.S.$200,000 in principal amount and integral multiples of
U.S.$1,000 in principal amount thereafter. Holders who tender less
than all of their Securities must continue to hold such other
Securities in principal amounts at least equal to their Minimum
Denomination.
Tender Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
Tender Instructions for the Capped Offers will be irrevocable
except in the limited circumstances described in the Tender Offer
Memorandum under "Further Information and Terms and
Conditions-Amendment and Termination". Tender Instructions for the
Any and All Offer may be withdrawn at any time prior to the
Expiration Deadline, but not thereafter as described in the Tender
Offer Memorandum under "Further Information and Terms and
Conditions-Amendment and Termination".
Additional Information for Tenders of the Notes in Capped
Offers
Holders may submit a Non-Competitive Tender Instruction or a
Competitive Tender Instruction as described in the Tender Offer
Memorandum.
A Non-Competitive Tender Instruction is a Tender Instruction
that either (i) does not specify a purchase spread for Notes, or
(ii) specifies a purchase spread greater than or equal to the
relevant Maximum Purchase Spread. Each Non-Competitive Tender
Instruction, whether falling within (i) or (ii) above, will be
deemed to have specified the relevant Maximum Purchase Spread for
the relevant Notes ("Non-Competitive Tender Instruction").
A Competitive Tender Instruction is a Tender Instruction that
specifies a purchase spread of less than the relevant Maximum
Purchase Spread. Purchase spreads may only be specified in
increments of 1 basis point below the relevant Maximum Purchase
Spread in such Competitive Tender Instructions ("Competitive Tender
Instruction").
If a Competitive Tender Instruction specifies a purchase spread
that is not a whole increment of 1 basis point below the relevant
Maximum Purchase Spread, such purchase spread will be rounded up to
the nearest whole 1 basis point increment for the purposes of the
Modified Dutch Auction.
Disclaimer
This announcement does not contain the full terms and conditions
of the Offers. The terms and conditions of the Offers are contained
in the Tender Offer Memorandum, and are subject to the offer
restrictions set out below and more fully described therein. Each
such person must make its own analysis and investigations regarding
the Offers, with particular reference to its own investment
objectives and experience, and any other factors which may be
relevant to it. If such person is in any doubt about any aspect of
the Offers and/or action it should take, including in respect of
tax consequences, it should consult its own professional
advisers.
This announcement is released by The Government of the Sultanate
of Oman represented by the Ministry of Finance 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 (MAR), encompassing information relating
to the Offers described above. For the purposes of MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055 and UK MAR
and Article 2 of Commission Implementing Regulation (EU) 2016/1055
as it forms part of UK domestic law by virtue of the European Union
(Withdrawal) Act 2018, this announcement is made by The Minister of
Finance of the Sultanate of Oman.
Further information
J.P. Morgan Securities plc and Standard Chartered Bank have been
appointed by the Government to serve as dealer managers for the
Offer. Morrow Sodali Ltd (the " Tender Agent ") has been appointed
by the Government to act as the tender agent in connection with the
Offer.
For additional information regarding the terms of the Offer,
please contact J.P. Morgan Securities plc by email at
Em_europe_lm@jpmorgan.com and Standard Chartered Bank by email at
liability_management@sc.com. Questions regarding the tender of
Securities may be directed to Morrow Sodali Ltd via email:
Oman@investor.morrowsodali.com.
The Tender Offer Memorandum is available on the Tender Offer
Website accessible at https://projects.morrowsodali.com/Oman .
The relevant Tender Consideration, if paid by the Government
with respect to Securities accepted for purchase, will not
necessarily reflect the actual value of such Securities. Each
Holder should independently analyse the value of the Securities and
make an independent assessment of the terms of the Offers. None of
the Government, the Dealer Managers or the Tender Agent, nor any of
their respective affiliates has or will express any opinion as to
whether the terms of the Offers are fair. None of the Government,
the Dealer Managers or the Tender Agent, nor any of their
respective affiliates makes any recommendation that any Holder
submit an offer to sell or tender Securities or refrain from doing
so pursuant to any Offer, and no one has been authorized by any of
them to make any such recommendation.
Important Information
This announcement and the Tender Offer Memorandum do not
constitute an invitation to participate in the Offers in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Tender Offer Memorandum comes
are required by each of the Government, the Dealer Managers and the
Tender Agent to inform themselves about, and to observe, any such
restrictions.
United Kingdom
Neither this communication, the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been
approved by an authorized person for the purposes of section 21 of
the Financial Services and Markets Act 2000 (the "FSMA").
Accordingly, neither this communication, the Tender Offer
Memorandum nor any such documents and/or materials are 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 they are only
directed at and may only be communicated to: (1) persons who are
outside of the United Kingdom; (2) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order"); or (3) any other
persons to whom they may lawfully be communicated under the Order
(all such persons together being referred to as "relevant
persons").
This communication, the Tender Offer Memorandum 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.
Italy
None of the Offers, this communication, the Tender Offer
Memorandum or any other document 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.
The Offers are being carried out in the Republic of Italy ("It
aly") as an exempted offer pursuant to article 101-bis, paragraph
3-bis of the Legislative Decree No. 58 of 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4, letter b) of CONSOB Regulation No. 11971 of 14 May
1999, as amended. Holders or beneficial owners of the Securities
that are located in Italy can tender Securities for purchase
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 applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Securities and the Offers.
France
The Offers are not being made, directly or indirectly, and
neither this communication, the Tender Offer Memorandum nor any
other document or material relating to the Offers has been or shall
be distributed to, the public in the Republic of France (France)
other than to qualified investors (investisseurs qualifiés), as
defined in, and in accordance with, Article 2(e) of the Regulation
(EU) 2017/1129, as amended. Neither this communication, the Tender
Offer Memorandum nor any other document or material relating to the
Offers has been or will be submitted for clearance to or approved
by the Autorité des Marchés Financiers.
Oman
The information contained in the Tender Offer Memorandum does
not constitute a public offer of securities in Oman as contemplated
by the Commercial Companies Law of Oman (Royal Decree 18/2019) or
the Securities Law of Oman (Royal Decree 46/2022) or a prospectus
or an offer to sell, or the solicitation of any offer to buy non
Omani securities in Oman as contemplated by Article 139 of the
Executive Regulations of the Capital Market Law (CMA Decision
1/2009, as amended) (the "Executive Regulations"). Additionally,
the Tender Offer Memorandum is not intended to lead to the
conclusion of any contract of whatsoever nature within the
territory of Oman.
The Tender Offer Memorandum has not been (and will not be) filed
with the Capital Market Authority of Oman (except in accordance
with Article 139 of the Executive Regulations), the Central Bank of
Oman ("CBO") or any other regulatory authority in Oman and neither
the Capital Market Authority of Oman nor the CBO assumes
responsibility for the accuracy and adequacy of the statements and
information contained in the Tender Offer Memorandum and shall not
have any liability to any person for damage or loss resulting from
reliance on any statements or information contained in the Tender
Offer Memorandum.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
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