TIDM92PG
RNS Number : 8375R
Anheuser-Busch InBev SA/NV
31 October 2023
31 October 2023
ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES TER OFFERS
TO PURCHASE GBP NOTES AND EUR NOTES FOR CASH
Anheuser-Busch InBev SA/NV (the "GBP/EUR Offeror") has today
launched separate invitations to holders of its outstanding
GBP700,000,000 2.250% Notes due 2029 (ISIN: BE6295393936) (of which
GBP336,755,000 is outstanding) and GBP900,000,000 2.850% Notes due
2037 (ISIN: BE6295395956) (of which GBP411,263,000 is outstanding)
(together, the "GBP Notes") and EUR1,000,000,000 2.700% Notes due
2026 (ISIN: BE6265142099) , EUR1,000,000,000 1.650% Notes due 2031
(ISIN: BE6312822628) and EUR750,000,000 2.000% Notes due 2035
(ISIN: BE6301511034) (the "EUR Notes") to tender such GBP Notes or
EUR Notes for purchase by the GBP/EUR Offeror for cash subject to
the Aggregate Offer Cap, the applicable Pool Offer Cap and the
relevant Acceptance Priority Levels (each as defined below) (each
such invitation a "GBP/EUR Tender Offer" and, together, the
"GBP/EUR Tender Offers" and, together with the US Tender Offers (as
defined below), the "Tender Offers"). The Tender Offers are being
made on the terms and subject to the conditions contained in the
offer to purchase dated 31 October 2023 (the "Offer to Purchase")
and are subject to the offer restrictions set out below and as more
fully described in the Offer to Purchase.
Copies of the Offer to Purchase are (subject to offer and
distribution restrictions) available from the Tender and
Information Agent as set out below. Capitalised terms used and not
otherwise defined in this announcement have the meanings given in
the Offer to Purchase.
Summary of the GBP/EUR Tender Offers
The GBP/EUR Offeror offers to purchase for cash the outstanding
GBP Notes and EUR Notes listed below subject to the Aggregate Offer
Cap and the applicable Pool Offer Cap(1) :
Reference
Security /
Acceptance Interpolated Early
Title of Principal Amount Maturity Priority Mid-Swap Fixed Spread Tender Bloomberg
Notes(6) Outstanding ISIN Date Level(2) Rate(3) (Basis Points)(4) Payment(5) Reference Page
-------------- ----------------- ------------- --------- ----------- ------------- ------------------ ----------- -----------------
Pool 1 Tender Offers
Up to the Pool 1 Offer Cap of $1,200,000,000
2026
Interpolated IRSB EU
2.700% Notes 31 March Mid-Swap (Pricing Source:
due 2026, EUR1,000,000,000 BE6265142099 2026 2 Rate -5 EUR30 BGN)
Pool 2 Tender Offers
Up to the Pool 2 Offer Cap of $3,000,000,000, less the aggregate purchase price (excluding
Accrued Interest) payable for the Pool 1 Notes validly tendered and accepted for purchase
in the Pool 1 Tender Offers
UKT 1.750%
due 7
2.850% Notes 25 May September
due 2037 GBP411,263,000 BE6295395956 2037 2 2037 54 GBP30 FIT GLT10-50
2035
23 Interpolated IRSB EU
2.000% Notes January Mid-Swap (Pricing Source:
due 2035 EUR750,000,000 BE6301511034 2035 10 Rate 50 EUR30 BGN)
2031
Interpolated IRSB EU
1.650% Notes 28 March Mid-Swap (Pricing Source:
due 2031 EUR1,000,000,000 BE6312822628 2031 14 Rate 37 EUR30 BGN)
UKT 0.500%
2.250% Notes 24 May due 31
due 2029 GBP336,755,000 BE6295393936 2029 15 January 2029 34 GBP30 FIT GLT0-10
Notes:
(1) The offers with respect to 2.700% Notes due 2026 and the
other notes listed as "Pool 1 Notes" in the Offer to Purchase which
are subject to the US Tender Offers (the "Pool 1 Notes") are
subject to the "Pool 1 Offer Cap" of $1,200,000,000, representing
the maximum aggregate purchase price payable, excluding Accrued
Interest, in respect of the Pool 1 Notes that may be purchased (the
"Pool 1 Tender Offers") and subject to the Aggregate Offer Cap (as
defined below) not being exceeded. The offers with respect to the
2.850% Notes due 2037, the 2.000% Notes due 2035, the 1.650% Notes
due 2031 and the 2.250% Notes due 2029 and the other notes listed
as "Pool 2 Notes" in the Offer to Purchase which are subject to the
US Tender Offers (collectively, the "Pool 2 Notes", and together
with the Pool 1 Notes, the "Notes") are subject to the "Pool 2
Offer Cap" (and together with the Pool 1 Offer Cap, the "Pool Offer
Caps") of $3,000,000,000 less the aggregate purchase price
(excluding Accrued Interest) payable for the Pool 1 Notes validly
tendered and accepted for purchase in the Pool 1 Tender Offers,
representing the maximum aggregate purchase price payable,
excluding Accrued Interest, in respect of the Pool 2 Notes that may
be purchased (the "Pool 2 Tender Offers"). The Tender Offers are
subject to an "Aggregate Offer Cap" equal to an aggregate purchase
price (excluding Accrued Interest) of up to $3,000,000,000, subject
to the terms and conditions described in the Offer to Purchase. The
Pool 1 Offer Cap, the Pool 2 Offer Cap and the Aggregate Offer Cap,
subject to applicable law, may be increased or decreased in the
sole discretion of the Offerors.
(2) We will accept Notes in each of the Tender Offers in the
order of their respective Acceptance Priority Level specified in
the Offer to Purchase (each, an "Acceptance Priority Level" with
"1" being the highest Acceptance Priority Level and "2" being the
lowest Acceptance Priority Level in the case of the Pool 1 Tender
Offers, and "1" being the highest Acceptance Priority Level and
"16" being the lowest Acceptance Priority Level in the case of the
Pool 2 Tender Offers), subject to the terms and conditions
described in the Offer to Purchase.
(3) The applicable Reference Security will be used to calculate
the applicable Total Consideration (as defined below) payable for
each series of USD Notes and GBP Notes, and the applicable
Interpolated Mid-Swap Rate will be used to calculate the applicable
Total Consideration payable for each series of EUR Notes. The Total
Consideration payable pursuant to the Tender Offers will be
calculated and determined as set forth in the Offer to
Purchase.
(4) The applicable Fixed Spread will be used to calculate the
applicable Total Consideration payable for each series of GBP Notes
or EUR Notes, which already includes the Early Tender Payment.
(5) The Total Consideration (as defined below) payable for each
series of GBP Notes or EUR Notes will be at a price per GBP1,000 or
EUR1,000 principal amount of such series of Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Time and
accepted for purchase, which is calculated using the applicable
Fixed Spread, and when calculated in such a manner already includes
the applicable Early Tender Payment.
(6) The GBP Notes and the EUR Notes are fully and
unconditionally guaranteed by Anheuser-Busch Companies LLC,
Anheuser-Busch InBev Finance Inc., Anheuser-Busch InBev Worldwide
Inc., Brandbev S.à r.l., Brandbrew S.A. and Cobrew NV (the
"Guarantors").
THE GBP/EUR TER OFFERS COMMENCE ON 31 OCTOBER 2023 AND WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON 30 NOVEMBER 2023,
UNLESS EXTED OR EARLIER TERMINATED (SUCH TIME AND DATE, AS THE SAME
MAY BE EXTED, THE "EXPIRATION TIME"). HOLDERS WHO TER THEIR NOTES
MAY WITHDRAW SUCH NOTES AT ANY TIME PRIOR TO THE WITHDRAWAL
DEADLINE (AS SPECIFIED HEREIN). TO RECEIVE THE TOTAL CONSIDERATION
(AS DEFINED BELOW), WHICH INCLUDES AN EARLY TER PAYMENT OF (I)
GBP30 PER GBP1,000 PRINCIPAL AMOUNT OF SUCH GBP NOTES ACCEPTED FOR
PURCHASE, AND (II) EUR30 PER EUR1,000 PRINCIPAL AMOUNT OF SUCH EUR
NOTES ACCEPTED FOR PURCHASE, PURSUANT TO THE TER OFFERS (THE "EARLY
TER PAYMENT"), HOLDERS MUST VALIDLY TER AND NOT VALIDLY WITHDRAW
THEIR NOTES PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON 14 NOVEMBER
2023, UNLESS EXTED (SUCH TIME, AS THE SAME MAY BE EXTED, THE "EARLY
TER TIME" AND THE "WITHDRAWAL DEADLINE"). HOLDERS WHO VALIDLY TER
THEIR NOTES AFTER THE EARLY TER TIME BUT AT OR PRIOR TO THE
EXPIRATION TIME WILL BE ELIGIBLE TO RECEIVE ONLY THE TER OFFER
CONSIDERATION (AS DEFINED BELOW), WHICH IS AN AMOUNT EQUAL TO THE
TOTAL CONSIDERATION MINUS THE EARLY TER PAYMENT. AFTER THE
WITHDRAWAL DEADLINE TERS WILL BE IRREVOCABLE, EXCEPT IN CERTAIN
LIMITED CIRCUMSTANCES WHERE ADDITIONAL WITHDRAWAL RIGHTS ARE
REQUIRED BY LAW.
Custodians, direct participants in Euroclear Bank SA/NV and/or
Clearstream Banking S.A. (together, the "Clearing Systems") and the
Clearing Systems will have deadlines for receiving instructions
prior to the Expiration Time and holders should contact the
intermediary through which they hold their GBP Notes or EUR Notes
as soon as possible to ensure proper and timely delivery of
instructions.
In order to be eligible to participate in the GBP/EUR Tender
Offers in the manner specified in the Offer to Purchase, Holders
that hold GBP Notes or EUR Notes directly in the NBB-SSS or through
a direct participant of the NBB-SSS (other than a Clearing System)
must arrange for the GBP Notes or EUR Notes which they wish to
tender to be transferred to an account in either Euroclear Bank
SA/NV and/or Clearstream Banking S.A.
Purpose of the GBP/EUR Tender Offers
The primary purpose of the GBP/EUR Tender Offers is to reduce
gross debt.
Concurrently with the GBP/EUR Tender Offers, Anheuser-Busch
InBev Finance Inc., Anheuser-Busch InBev Worldwide Inc. and
Anheuser-Busch Companies, LLC announced on 31 October 2023 separate
invitations to holders of certain series of their outstanding U.S.
dollar denominated securities to tender such securities for cash
(together such separate invitations, the "US Tender Offers"). The
US Tender Offers are also the subject of the Offer to Purchase but
are being made by Anheuser-Busch InBev Finance Inc., Anheuser-Busch
InBev Worldwide Inc. and Anheuser-Busch Companies, LLC, as
applicable, and not the GBP/EUR Offeror. For details on the US
Tender Offers please refer to the Offer to Purchase.
GBP Notes or EUR Notes purchased by the GBP/EUR Offeror pursuant
to the GBP/EUR Tender Offers will be cancelled and will not be
re-issued or re-sold. GBP Notes or EUR Notes which have not been
validly submitted and accepted for purchase pursuant to the GBP/EUR
Tender Offers will remain outstanding.
Tender Consideration
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, Holders who validly tender and who do not
validly withdraw GBP Notes or EUR Notes at or prior to the Early
Tender Time, subject in each case to the tender being in the
applicable Authorized Denominations, and whose GBP Notes or EUR
Notes are accepted for purchase by the GBP/EUR Offeror, will
receive the Total Consideration equal to:
-- the value per such principal amount of GBP Notes or EUR Notes
of the relevant series of all the remaining payments of principal
thereof and interest thereon required to be made through the
maturity date of such GBP Notes or EUR Notes (assuming all such
payments are made in full when due), discounted to the Early
Settlement Date or, to the extent we do not exercise our right to
purchase any Notes on the Early Settlement Date, the Final
Settlement Date for such GBP Notes (in a manner consistent with the
methodology underlying the respective formula for the Total
Consideration set forth in Annex A-2 of the Offer to Purchase) or
EUR Notes (in a manner consistent with the methodology underlying
the respective formula for the Total Consideration set forth in
Annex A-3 of the Offer to Purchase), at a discount rate equal to
the sum (such sum being annualised in the case of the GBP Notes)
(the "Offer Yield") of:
o (i) for each series of GBP Notes, the applicable yield to
maturity (the "Reference Yield"), calculated by the Dealer Managers
in accordance with standard market practice based on the mid-market
yield to maturity (rounded to the nearest 0.001%, with 0.0005%
rounded upwards) based on the arithmetic mean of the bid and
offered yields to maturity of the applicable Reference Security, in
each case appearing as of 2:30 p.m., London time, on 15 November
2023 (the "Price Determination Time") on the Bloomberg Reference
Page specified on the front cover page of the Offer to Purchase for
such series of GBP Notes (or any other recognised quotation source
selected by the Dealer Managers in their sole discretion if such
quotation report is not available or manifestly erroneous) and (ii)
for each series of EUR Notes, the applicable Interpolated Mid-Swap
Rate, as of the Price Determination Time, plus
o the applicable Fixed Spread for the relevant series of GBP
Notes or EUR Notes set forth on the front cover of the Offer to
Purchase;
-- minus Accrued Interest on the relevant series of GBP Notes or
EUR Notes per GBP1,000 or EUR1,000 principal amount of Notes to,
but not including, the Early Settlement Date or, to the extent we
do not exercise our right to purchase any Notes on the Early
Settlement Date, the Final Settlement Date.
The Total Consideration includes the Early Tender Payment of (i)
GBP30 per GBP1,000 principal amount of GBP Notes and (ii) EUR30 per
EUR1,000 principal amount of EUR Notes, as applicable. Holders that
validly tender and who do not validly withdraw GBP Notes or EUR
Notes following the Early Tender Time but at or prior to the
Expiration Time, and whose GBP Notes or EUR Notes are accepted for
purchase, will receive only the Tender Offer Consideration, which
is an amount equal to the Total Consideration minus the Early
Tender Payment.
The Dealer Managers will calculate the Offer Yield, Total
Consideration, Tender Offer Consideration and Accrued Interest on
behalf of the Offerors for each series of GBP Notes as set forth in
the formula in Annex A-2 to the Offer to Purchase and for each
series of EUR Notes as set forth in the formula in Annex A-3 to the
Offer to Purchase, and their calculation will be final and binding,
absent manifest error.
The GBP/EUR Offeror will publicly announce by press release the
Total Consideration for each series of GBP Notes and EUR Notes
subject to the GBP/EUR Tender Offers promptly after it is
determined (provided that, if the Aggregate Offer Cap and/or any
Pool Offer Cap is reached at the Early Tender Time, and the
Offerors have not exercised their right to increase such Aggregate
Offer Cap and/or Pool Offer Cap to an amount in excess of the
amount tendered as of the Early Tender Time, then the applicable
Offer Yield and Total Consideration shall be only determined with
respect to those series of GBP Notes or EUR Notes accepted for
purchase as at the Early Tender Time) and will also announce at the
same time the applicable exchange rate used to convert the
aggregate purchase price for the GBP Notes or EUR Notes validly
tendered into U.S. Dollars for the purpose of determining whether
the Pool Offer Caps and/or the Aggregate Offer Cap have been
reached.
Because each of the Total Consideration and Tender Offer
Consideration for the GBP Notes and EUR Notes is based on a fixed
spread pricing formula linked to, in the case of the GBP Notes, the
yield to maturity on the applicable Reference Security and, in the
case of the EUR Notes, the relevant Interpolated Mid-Swap Rate, the
actual amount of cash that may be received by Holders whose GBP
Notes and EUR Notes are purchased pursuant to the GBP/EUR Tender
Offers will be affected by changes in such yield or Interpolated
Mid-Swap Rate (as applicable) during the term of the GBP/EUR Tender
Offers before the Price Determination Time. After the Price
Determination Time, when the applicable Total Consideration and the
applicable Tender Offer Consideration will no longer be linked to
the yield to maturity on the applicable Reference Security or the
relevant Interpolated Mid-Swap Rate (as applicable), the actual
amount of cash that may be received by a tendering Holder (if any
GBP Notes or EUR Notes are accepted) pursuant to the GBP/EUR Tender
Offers will be known and Holders will be able to ascertain the
Total Consideration and Tender Offer Consideration in the manner
described above.
Accrued Interest
In addition to the Total Consideration or Tender Offer
Consideration paid to Holders of GBP Notes or EUR Notes, Holders
will be paid the Accrued Interest per GBP1,000 or EUR1,000
principal amount of GBP Notes or EUR Notes tendered, and not
validly withdrawn, and accepted pursuant to the GBP/EUR Tender
Offers, rounded to the nearest penny (with half a penny rounded
upwards).
Pool Offer Caps and Aggregate Offer Cap
The Offerors will only accept for purchase Notes up to a
combined aggregate purchase price across the GBP Notes, EUR Notes
and the Notes subject to the US Tender Offers of $3,000,000,000
(such amount as the same may be increased or decreased, the
"Aggregate Offer Cap"). The Pool 1 Tender Offers are subject to the
"Pool 1 Offer Cap" equal to an amount not to exceed an aggregate
purchase price (excluding Accrued Interest) of $1,200,000,000 (such
amount, as the same may be increased or decreased) and subject to
the Aggregate Offer Cap not being exceeded. The Pool 2 Tender
Offers are subject to the "Pool 2 Offer Cap" (and, together with
the Pool 1 Offer Cap, the "Pool Offer Caps") equal to an amount not
to exceed an aggregate purchase price (excluding Accrued Interest)
of $3,000,000,000 (such amount, as the same may be increased or
decreased) less the aggregate purchase price (excluding Accrued
Interest) payable for the Pool 1 Notes validly tendered and
accepted for purchase in the Pool 1 Tender Offers.
The Pool 2 Offer Cap will initially be calculated on the basis
of the Pool 1 Notes validly tendered and not validly withdrawn at
or prior to the Early Tender Time, subject to the Pool 1 Offer Cap;
provided however that if neither the Aggregate Offer Cap nor the
Pool 1 Offer Cap have been reached as at the Early Tender Time, the
Pool 2 Offer Cap will then be calculated again following the
Expiration Time on the basis of all Pool 1 Notes validly tendered
and not validly withdrawn pursuant to the Pool 1 Tender Offers,
subject to the Pool 1 Offer Cap (but without prejudice to the fact
that Notes tendered prior to or at the Early Tender Time will have
priority over Notes tendered after the Early Tender Time,
regardless of the Acceptance Priority Levels and whether such Notes
are Pool 1 Notes or Pool 2 Notes).
Note that the Aggregate Offer Cap and the Pool Offer Caps apply
across a combination of the GBP Notes, EUR Notes and the Notes
subject to the US Tender Offers and therefore Holders should refer
to the Offer to Purchase for full information. Subject to
applicable law, the Offerors expressly reserve the right in their
sole discretion to increase or decrease the Aggregate Offer Cap
and/or the Pool Offer Caps after setting the Total Consideration at
the Price Determination Time without extending the Withdrawal
Deadline or otherwise reinstating withdrawal rights, however there
can be no assurance that the Offerors will do so.
If at the Early Tender Time, the aggregate purchase price of
Notes validly tendered and not validly withdrawn by Holders in any
of the Tender Offers would, if such Notes were accepted for
purchase in full, result in the applicable Pool Offer Cap being
exceeded with respect to such Tender Offer, then such Tender Offer
will be oversubscribed and the Offerors will not accept any Notes
validly tendered by Holders of Notes in that Tender Offer after the
Early Tender Time, unless the Offerors increase the applicable Pool
Offer Cap.
To determine whether the Pool Offer Caps and the Aggregate Offer
Cap have been reached, the Offerors will first convert the
aggregate purchase price for the GBP Notes and EUR Notes validly
tendered into U.S. Dollars using the applicable exchange rate on
the Bloomberg screen pages "BFIX GBPUSD" and "BFIX EURUSD",
respectively, at the time corresponding to the Price Determination
Time (or, if such screen is unavailable, a generally recognised
source for currency quotations selected by the Dealer Managers with
quotes as of a time as close as reasonably possible).
Priority of Acceptance and Proration
The principal amount of each series of Notes that is purchased
in each of the Pool 1 Tender Offers and the Pool 2 Tender Offers
will be determined in accordance with the Acceptance Priority
Levels, with Acceptance Priority Level 1 being the highest and
Acceptance Priority Level 2 being the lowest in the case of the
Pool 1 Tender Offers, and Acceptance Priority Level 1 being the
highest and Acceptance Priority Level 16 being the lowest in the
case of the Pool 2 Tender Offers, provided that, Notes tendered at
or prior to the Early Tender Time will be purchased before any
Notes tendered after the Early Tender Time, regardless of the
Acceptance Priority Level and whether such Notes are Pool 1 Notes
or Pool 2 Notes. Note that the Acceptance Priority Levels apply to
the GBP Notes, the EUR Notes and the Notes subject to the US Tender
Offers and therefore Holders should refer to the Offer to Purchase
for full information. Except as provided above with respect to
Notes tendered at or prior to the Early Tender Time, all Notes
validly tendered in the Tender Offers having a higher Acceptance
Priority Level will be accepted before any validly tendered Pool 1
Notes or Pool 2 Notes, respectively, having a lower Acceptance
Priority Level are accepted. If the aggregate purchase price
(excluding Accrued Interest) of Notes tendered in each of the Pool
1 Tender Offers and the Pool 2 Tender Offers would, if such Notes
were accepted for purchase in full, result in the applicable Pool
Offer Cap with respect to such Tender Offer being exceeded, the
amount of Notes purchased may be subject to proration (as described
in the Offer to Purchase).
If the Pool 1 Offer Cap is reached at the Early Tender Time,
then no Pool 1 Notes tendered after the Early Tender Time will be
purchased unless the Offerors increase the Pool 1 Offer Cap,
regardless of the Acceptance Priority Level of such Notes tendered
after the Early Tender Time. If the Pool 2 Offer Cap is reached at
the Early Tender Time, then no Pool 2 Notes tendered after the
Early Tender Time will be purchased unless the Offerors increase
the Pool 2 Offer Cap, regardless of the Acceptance Priority Level
of such Notes tendered after the Early Tender Time. If the
Aggregate Offer Cap is reached at the Early Tender Time, then no
Notes tendered after the Early Tender Time will be purchased unless
the Offerors increase the Aggregate Offer Cap and any applicable
Pool Offer Cap, regardless of the Acceptance Priority Level of such
Notes tendered after the Early Tender Time.
If the Tender Offers are not oversubscribed at the Early Tender
Time but the purchase of all Notes validly tendered after the Early
Tender Time and at or prior to the Expiration Time, when added to
the Notes that were accepted for purchase by the Offerors at the
Early Tender Time, would cause the Offerors to purchase (i) Pool 1
Notes of a combined aggregate purchase price in excess of the Pool
1 Offer Cap or (ii) Pool 2 Notes of a combined aggregate purchase
price in excess of the Pool 2 Offer Cap, then such Tender Offer
will be oversubscribed at the Expiration Time and the Offerors will
accept for purchase (assuming satisfaction or waiver of the
conditions to the Offers) the principal amount of each series of
Notes in accordance with the Acceptance Priority Levels (provided
that Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Time will be purchased prior to any Notes
tendered after the Early Tender Time, regardless of the Acceptance
Priority Level of such Notes and whether such Notes are Pool 1
Notes or Pool 2 Notes), with Acceptance Priority Level 1 being the
highest and Acceptance Priority Level 2 the lowest in the case of
the Pool 1 Tender Offers, and Acceptance Priority Level 1 being the
highest and Acceptance Priority Level 16 being the lowest in the
case of the Pool 2 Tender Offers, and the amount of Notes purchased
will be subject to proration (as described herein) such that the
Offerors will not purchase (i) Pool 1 Notes which when combined
have an aggregate purchase price in excess of the Pool 1 Offer Cap
or (ii) Pool 2 Notes which when combined have an aggregate purchase
price in excess of the Pool 2 Offer Cap.
If the purchase of all validly tendered Notes would result in an
aggregate purchase price greater than the applicable Pool Offer
Cap, then such Tender Offer will be oversubscribed and if the
Offerors accept Notes in the Tender Offers, any Notes accepted for
purchase in the lowest Acceptance Priority Level in which Notes are
accepted for purchase will be accepted for tender on a prorated
basis, with the aggregate principal amount of each Holder's validly
tendered Notes accepted for purchase determined by multiplying each
Holder's tender of Notes of such Acceptance Priority Level by the
proration factor, and rounding the product down to the nearest
$1,000, EUR1,000 or GBP1,000 principal amount, as applicable.
In the event of any such proration:
(a) the GBP/EUR Offeror intends to apply the applicable
proration factor to each valid tender of EUR Notes in such a manner
as will result in both (i) the relevant Holder transferring EUR
Notes to the GBP/EUR Offeror in an aggregate principal amount of at
least the relevant minimum denomination of the EUR Notes of
EUR100,000 (the "Minimum Denomination") (unless the relevant
GBP/EUR Tender Instruction is rejected in its entirety, as
described in paragraph (b) below) and (ii) the relevant Holder's
residual amount of EUR Notes (being the principal amount of the EUR
Notes the subject of the relevant GBP/EUR Tender Instruction that
are not accepted for purchase by virtue of such scaling) amounting
to either (A) at least the relevant Minimum Denomination or (B)
zero, and (subject as provided in paragraph (b) below) the GBP/EUR
Offeror therefore intends to adjust the relevant proration factor
applicable to any Tender Instruction accordingly; and
(b) if following the application of the applicable proration
factor (prior to any adjustment as referred to in paragraph (a)
above), the principal amount of EUR Notes otherwise due to be
accepted for purchase from a Holder pursuant to a GBP/EUR Tender
Instruction would be less than the relevant Minimum Denomination,
the GBP/EUR Offeror may in its sole discretion choose to (i) accept
at least the relevant Minimum Denomination or (ii) reject the
relevant GBP/EUR Tender Instruction in its entirety.
Expiration Time; Extension; Amendment; Termination
The GBP/EUR Tender Offers will expire at 5:00 p.m., New York
City time, on 30 November 2023, unless extended or earlier
terminated by the GBP/EUR Offeror in its sole discretion. In the
event a Tender Offer is extended, the term "Expiration Time" with
respect to such extended Tender Offer shall mean the time and date
on which such Tender Offer as so extended, shall expire. The
GBP/EUR Offeror reserves the right to extend any Tender Offer from
time to time or for such period or periods as they may determine in
its sole discretion. If the GBP/EUR Offeror exercises any such
right, it will give written notice thereof to the Tender and
Information Agent and will make a public announcement thereof as
promptly as practicable. Such announcement, in the case of an
extension of the Expiration Time or Early Tender Time, will be
issued no later than 9:00 a.m., New York City time, on the next
business day after the previously scheduled Expiration Time or
Early Tender Time, respectively. During any extension of the
GBP/EUR Tender Offers, all GBP Notes and EUR Notes previously
tendered (and not validly withdrawn) and not accepted for
purchase will remain subject to the GBP/EUR Tender Offers and,
subject to the terms and conditions of the GBP/EUR Tender Offers,
may be accepted for purchase by the GBP/EUR Offeror.
Subject to applicable law, the GBP/EUR Offeror reserves the
right, in its sole discretion, at any time prior to the Expiration
Time, to waive any condition of the GBP/EUR Tender Offers, to amend
any of the terms of the GBP/EUR Tender Offer, and to modify the
Total Consideration or Tender Offer Consideration.
Subject to applicable law, the GBP/EUR Offeror reserves the
right, in their sole discretion to terminate the GBP/EUR Tender
Offers. Any such termination will be followed promptly by public
announcement thereof. In the event the GBP/EUR Offeror terminates a
Tender Offer, it shall give immediate notice thereof to the Tender
and Information Agent. In the event that the GBP/EUR Tender Offers
are terminated, withdrawn or otherwise not consummated prior to the
Early Tender Time or Expiration Time, respectively, the Total
Consideration or the Tender Offer Consideration (as applicable)
will not become payable pursuant thereto.
If a GBP/EUR Tender Offer is terminated, all GBP/EUR Tender
Instructions in respect of GBP Notes or EUR Notes of the relevant
series will be deemed to be withdrawn automatically.
All references in this announcement to the Expiration Time of
the GBP/EUR Tender Offers are to such Expiration Time, as such date
may be extended or terminated.
Withdrawal of Tenders
You may withdraw your tender of GBP Notes or EUR Notes at any
time at or prior to the Withdrawal Deadline, but tenders will
thereafter be irrevocable, except in certain limited circumstances
where the GBP/EUR Offeror determines that additional withdrawal
rights are required by law.
Tenders may not be validly withdrawn after the Withdrawal
Deadline, other than as set forth in the Offer to Purchase or
unless the GBP/EUR Offeror amends the applicable Tender Offer , in
which case withdrawal rights may be extended as the GBP/EUR Offeror
determines, to the extent required by law, appropriate to allow
tendering Holders a reasonable opportunity to respond to such
amendment.
Summary of Action to be Taken
To tender GBP Notes or EUR Notes in a GBP/EUR Tender Offer, a
holder of GBP Notes or EUR Notes should deliver, or arrange to have
delivered on its behalf, via the relevant Clearing System and in
accordance with the requirements of such Clearing System, a valid
GBP/EUR Tender Instruction that is received in each case by the
Tender and Information Agent by the Expiration Time.
GBP/EUR Tender Instructions must be submitted in respect of a
principal amount of GBP Notes or EUR Notes of no less than GBP1,000
or EUR 100,000 (as applicable) and may be submitted in integral
multiples of GBP1,000 or EUR1,000 thereafter. Holders who tender
less than all of their Notes must continue to hold their Notes in
Authorized Denominations.
Holders holding GBP Notes or EUR Notes directly in the NBB-SSS
or through a direct participant of the NBB-SSS (other than a
Clearing System) must, in order to be eligible to participate in
the GBP/EUR Tender Offers in the manner specified in the Offer to
Purchase, (i) arrange for the GBP Notes or EUR Notes which they
wish to tender to be transferred to an account in either of the
Clearing Systems, and (ii) maintain, or where relevant, procure,
access to an account in either of the Clearing Systems through
which such GBP Notes or EUR Notes can be traded, and to which the
Total Consideration or Tender Offer Consideration (as applicable)
and the applicable Accrued Interest may be credited by the GBP/EUR
Offeror.
Holders who do not have access to an account, as described
above, in either of the Clearing Systems (either directly or
through a direct participant or other intermediary), or who do not
transfer the GBP Notes or EUR Notes which they wish to tender to a
direct participant in either Clearing System, will not be able to
submit a GBP/EUR Tender Instruction to the Tender and Information
Agent and will not be eligible to participate in the GBP/EUR Tender
Offers in the manner specified in the Offer to Purchase.
Any Holder who (i) holds its GBP Notes or EUR Notes directly, or
through a direct participant of the NBB-SSS , in an "N account"
within the NBB-SSS, (ii) is not eligible, in accordance with
Article 4 of the Belgian Royal Decree of 26 May 1994, to hold its
GBP Notes or EUR Notes (directly or indirectly) in an "X account"
within the NBB-SSS, and who is therefore unable to transfer the
relevant GBP Notes or EUR Notes with to account in either of the
Clearing Systems and (iii) who is eligible to view the Offer to
Purchase and make an investment decision with respect to the
GBP/EUR Tender Offers, may contact the Tender and Information Agent
for further information, using the contact details set out
below.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold GBP Notes or EUR Notes
when such intermediary would require 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, the GBP/EUR Tender
Offers before the deadlines specified in the Offer to Purchase. The
deadlines set by any such intermediary and each Clearing System for
the submission of GBP/EUR Tender Instructions will be earlier than
the relevant deadlines specified in the Offer to Purchase.
Significant Dates and Times
Please take note of the following significant dates and times in
connection with the GBP/EUR Tender Offers.
Time and Calendar
Date Date Event
------------------------------------- ------------------------- -----------------------------------
Launch Date ......................... 31 October 2023 Commencement of the GBP/EUR
Tender Offers upon the terms
and subject to the conditions
set forth in the Offer to
Purchase.
Offer to Purchase available
(subject to the restrictions
set out in "Offer and Distribution
Restrictions") from the
Tender and Information Agent
.
Early Tender Time................ 5:00 p.m., New The deadline for Holders
York City time, to tender Notes to be eligible
on 14 November for the Total Consideration,
2023, unless extended. which includes the Early
Tender Payment (in addition
to the Accrued Interest).
The GBP/EUR Offeror will
issue a press release announcing
the results of the GBP/EUR
Tender Offers as of the
Early Tender Time as soon
as reasonably practicable
after the Early Tender Time.
Withdrawal Deadline........... 5:00 p.m., New The deadline for Holders
York City time, to validly withdraw tenders
on 14 November of their Notes. If a tender
2023, unless extended. of Notes is validly withdrawn,
the Holder will not receive
any consideration on any
Settlement Date (unless
that Holder validly re-tenders
such Notes at or prior to
the Expiration Time and
the Notes are accepted by
the GBP/EUR Offeror).
Price Determination The GBP/EUR Offeror The Dealer Managers will
Time... expects that this determine the applicable
time will be at Reference Yield (as defined
or about 2:30 p.m., herein) for each series
London time, on of Notes eligible for tendering
15 November 2023, and calculate the applicable
unless extended. Total Consideration and
applicable Tender Offer
Consideration (provided
that, if any Pool Offer
Cap and/or the Aggregate
Offer Cap is reached at
the Early Tender Time, and
the Offerors have not exercised
their right to increase
such Pool Offer Cap and/or
the Aggregate Offer Cap
to an amount in excess of
the amount tendered as of
the Early Tender Time, then
the applicable Reference
Yield and Total Consideration
shall be only determined
with respect to those series
of Notes accepted for purchase
as at the Early Tender Time).
The GBP/EUR Offeror will
issue a press release announcing
(i) the applicable Reference
Yield, the Total Consideration
and the Tender Offer Consideration
for each series of Notes
eligible for the GBP/EUR
Tender Offers as soon as
reasonably practicable after
the determination thereof
and (ii) whether the GBP/EUR
Offeror intends to exercise
its right to have an Early
Settlement Date (provided
that, if any Pool Offer
Cap and/or the Aggregate
Offer Cap is reached at
the Early Tender Time, and
the Offerors have not exercised
their right to increase
such Pool Offer Cap and/or
the Aggregate Offer Cap
to an amount in excess of
the amount tendered as of
the Early Tender Time, then
the applicable Reference
Yield and Total Consideration
shall be only determined
with respect to those series
of Notes accepted for purchase
as at the Early Tender Time).
Early Settlement Date.......... A date promptly If we choose to exercise
following the applicable our option to have an Early
Early Tender Time, Settlement Date, the date
expected to be the GBP/EUR Offeror will
17 November 2023 deposit with Euroclear and
(but may change Clearstream, Luxembourg,
without notice). as applicable, the amount
of cash necessary to pay,
and Euroclear and Clearstream,
Luxembourg, as applicable,
will pay, to each Holder
whose GBP Notes or EUR Notes
are validly tendered and
not validly withdrawn at
or prior to the Early Tender
Time and accepted for purchase,
the applicable Total Consideration
plus Accrued Interest in
respect of such Notes.
Expiration Time.................... The Tender Offers The last time and date for
will expire at Notes to be tendered pursuant
5:00 p.m., New to the GBP/EUR Tender Offers.
York City time, Unless the Aggregate Offer
on 30 November Cap is reached at the Early
2023, unless extended Tender Time (and not increased
or earlier terminated. by the Offerors to an amount
in excess of the amount
tendered as of the Early
Tender Time), the GBP/EUR
Offeror expects to publish
a press release promptly
following the Expiration
Time announcing the amount
of GBP Notes and EUR Notes,
if any, to be accepted for
purchase on the Final Settlement
Date.
Final Settlement Date.......... The GBP/EUR Offeror The date the GBP/EUR Offeror
expects the Final will deposit with Euroclear
Settlement Date and Clearstream, Luxembourg,
will occur on 5 as applicable, the amount
December 2023, of cash necessary to pay,
unless the GBP/EUR and Euroclear and Clearstream,
Tender Offers are Luxembourg, as applicable,
extended or earlier will pay, to each Holder
terminated or the whose GBP Notes or EUR Notes
Aggregate Offer are accepted for purchase
Cap is reached (i) the applicable Tender
at the Early Tender Offer Consideration for
Time (and not increased Notes tendered after the
by the Offerors Early Tender Time and (ii)
to an amount in the applicable Total Consideration
excess of the amount for GBP Notes or EUR Notes
tendered as of tendered and not validly
the Early Tender withdrawn at or prior to
Time). the Early Tender Time and
not previously purchased
at an Early Settlement Date,
plus, in each case, Accrued
Interest in respect of such
GBP Notes or EUR Notes.
Unless stated otherwise, announcements in connection with the
Tender Offers in respect of the GBP Notes and the EUR Notes will be
made via the Regulatory News Service of the London Stock Exchange
plc (" RNS ") and may also be made through Euroclear Bank SA/NV ("
Euroclear ") and Clearstream Banking S.A. (" Clearstream,
Luxembourg ") (including through the securities settlement system
operated by the National Bank of Belgium (the " NBB-SSS ") for
delivery to participants in the NBB-SSS). Announcements may also be
made by the issue of a press release on a widely disseminated news
service. Copies of all such announcements, press releases and
notices can also be obtained from the Tender and Information Agent,
the contact details for whom are set out below. Significant delays
may be experienced where notices are delivered to Euroclear,
Clearstream, Luxembourg and the NBB-SSS and Holders are urged to
contact the Tender and Information Agent for the relevant
announcements relating to the Tender Offers.
The above times and dates are subject to our right to extend,
amend and/or terminate any or all of the GBP/EUR Tender Offers
(subject to applicable law and as provided in the Offer to
Purchase). Holders of GBP Notes and/or EUR Notes are advised to
check with any bank, securities broker or other intermediary
through which they hold GBP Notes and/or EUR 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, one or more
GBP/EUR Tender Offers, before the deadlines specified in the Offer
to Purchase. The deadlines set by any such intermediary or Clearing
Systems for the submission of GBP/EUR Tender Instructions will be
earlier than the relevant deadlines specified above.
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").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY PATRICK
RYAN, GLOBAL DIRECTOR (TREASURY) OF THE GBP/EUR OFFEROR .
Further Information
A complete description of the terms and conditions of the
GBP/EUR Tender Offers is set out in the Offer to Purchase. Before
making a de cision with respect to the GBP/EUR Tender Offers,
Holders should carefully consider all of the information in the
Offer to Purchase.
Barclays Bank PLC, BNP Paribas Securities Corp., BofA
Securities, Inc., Citigroup Global Markets Inc., Deutsche Bank
Aktiengesellschaft, ING Bank N.V., J.P. Morgan SE and Santander US
Capital Markets LLC are the lead dealer managers (the "Lead Dealer
Managers" and, together with the dealer managers appointed in
respect of the US Tender Offers and any additional dealer managers,
the "Dealer Managers") for the GBP/EUR Tender Offers, and Global
Bondholder Services Corporation is the tender agent (the "Tender
and Information Agent") for the GBP/EUR Tender Offers.
Questions and requests for assistance in connection with the
GBP/EUR Tender Offers may be directed by Relevant Holders (as
defined below) to BofA Securities, Inc., Citigroup Global Markets
Inc., Deutsche Bank Aktiengesellschaft, J.P. Morgan SE and
Santander US Capital Markets LLC. Requests for additional copies of
the Offer to Purchase, or questions or requests for assistance from
Holders that are not Relevant Holders, should be directed to the
Tender and Information Agent. Beneficial owners may also contact
their Custodian for assistance concerning the Tender Offers.
LEAD DEALER MANAGERS
(in respect of the GBP/EUR Tender Offers as made to Relevant Holders (as defined below) only)
BofA Securities, Inc. Citigroup Global Markets Inc.
620 S Tryon Street, 20th Floor 388 Greenwich Street, Trading 4th Floor
Charlotte New York, New York 10013
North Carolina 28255 United States of America
United States of America
Attn: Liability Management Group
Attn: Liability Management Group Collect: +1 (212) 723-6106
Collect: +1 (980) 387-3907 Toll Free: +1 (800) 558-3745
Toll Free: +1 (888) 292-0070 Email: ny.liabilitymanagement@citi.com
Email: debt_advisory@bofa.com
In Europe:
Telephone: +33 1 877 01057
Email: DG.LM-EMEA@bofa.com
Deutsche Bank Aktiengesellschaft J.P. Morgan SE
Mainzer Landstr. 11-17 Taunustor 1 (TaunusTurm)
60329 Frankfurt am Main 60310 Frankfurt am Main
Germany Germany
Attn: Liability Management Group Attn: Liability Management Group
Telephone: +44 20 7545 8011 Telephone: +44 20 7134 2468
Email: liability_management_EMEA@jpmorgan.com
Santander US Capital Markets LLC
437 Madison Avenue
10th Floor
New York, NY 10022
United States of America
Attn: Liability Management Group
Fax: +1 (212) 407-0930
Toll: +1 (212) 940-1442
Toll Free: +1 855-404-3636
Email: AmericasLM@santander.us
Barclays Bank PLC BNP Paribas Securities Corp. ING Bank N.V.
THE TER AND INFORMATION AGENT
Global Bondholder Services Corporation
By Facsimile (Eligible Institutions Only):
+1 (212) 430-3775 or +1 (212) 430-3779
By Mail or Hand:
65 Broadway-Suite 404
New York, New York 10006
Attention: Corporate Actions
Banks and Brokers Call Collect: +1 (212) 430-3774
All Others, Please Call Toll-Free: +1 (855) 654-2014
By E-mail:
contact@gbsc-usa.com
Website:
https://gbsc-usa.com/registration/abi
None of the Dealer Managers, the Tender and Information Agent,
the GBP/EUR Offeror, the Guarantors, nor any director, officer,
employee, agent or affiliate of any such person, is acting for any
Holder, or will be responsible to any Holder for providing any
protections which would be afforded to its clients or for providing
advice in relation to the Tender Offers, and accordingly none of
the Dealer Managers, the Tender and Information Agent, the GBP/EUR
Offeror, the Guarantors, nor any director, officer, employee, agent
or affiliate of, any such person makes any recommendation whether
Holders should tender GBP Notes or EUR Notes in the Tender Offers.
If any Holder is in any doubt as to the action it should take or is
unsure of the impact of the GBP/EUR Tender Offers, it is
recommended that the Holder seek its own financial and legal
advice, including as to any tax consequences, from its securities
broker, bank manager, solicitor, accountant or other independent
financial, tax or legal adviser.
None of the Dealer Managers (nor any of their respective
directors, officers, employees, agents or affiliates) has any role
in relation to any part of the GBP/EUR Tender Offers made to
Holders that are not Relevant Holders, where "Relevant Holders"
means a Holder of GBP Notes or EUR Notes that is:
(a) if resident or located in a member state of the European
Union (the "EU"), an "eligible counterparty" or a "professional
client", each as defined in Directive No. 2014/65/EU on markets in
financial instruments (as amended from time to time);
(b) if resident or located in the UK, an "eligible
counterparty", as defined in the FCA Handbook Conduct of Business
Sourcebook, or a "professional client" as defined in point (8) of
Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018;
or
(c) if resident or located in a jurisdiction outside of the EU
and the UK, an institutional holder under applicable local law and
not a retail holder.
Offer and Distribution Restrictions
The GBP/EUR Offeror has not filed this announcement or the Offer
to Purchase with, and neither this announcement nor the Offer to
Purchase has been reviewed by, any federal or state securities
commission or regulatory authority of any country. No authority has
passed upon the accuracy or adequacy of this announcement or the
Offer to Purchase, and it is unlawful and may be a criminal offense
to make any representation to the contrary. No person has been
authorized to give any information or to make any representations
other than those contained or incorporated by reference in the
Offer to Purchase. Holders must comply with all laws that apply to
them in connection with the Offer to Purchase. Holders must also
obtain any consents or approvals that they need in order to tender
GBP Notes and/or EUR Notes pursuant to the GBP/EUR Tender Offers.
None of the GBP/EUR Offeror, the Guarantors, the Dealer Managers or
the Tender and Information Agent is responsible for Holders'
compliance with these legal requirements.
Neither this announcement nor the Offer to Purchase constitutes
an offer to purchase or a solicitation of an offer to sell GBP
Notes or EUR Notes in any jurisdiction in which, or to or from any
person to or from whom, it is unlawful to make such offer or
solicitation under applicable securities or blue sky laws. In those
jurisdictions where the securities, blue sky or other laws require
the GBP/EUR Tender Offers to be made by a licensed broker or dealer
and any of the Dealer Managers or any of the Dealer Managers'
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, the GBP/EUR Tender Offers shall be deemed to be
made by such Dealer Manager or affiliate, as the case may be, on
behalf of the GBP/EUR Offeror in such jurisdiction (but only to any
Holder that is a Relevant Holder). Neither the delivery of the
Offer to Purchase nor any purchase of GBP Notes and/or EUR Notes
will, under any circumstances, create any implication that the
information contained in the Offer to Purchase is current as of any
time subsequent to the date of such information.
United Kingdom . The communication of this announcement, the
Offer to Purchase and any other documents or materials relating to
the GBP/EUR Tender 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 (the "FSMA"). 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 "Order"); (3) those persons who are
existing members or creditors of the GBP/EUR Offeror or other
persons falling within Article 43(2) of the Order; or (4) any other
persons to whom such documents and/or materials may lawfully be
communicated in accordance with the Order (all such persons
together being referred to as "relevant persons"). This
announcement, the Offer to Purchase and any other documents or
materials relating to the GBP/EUR Tender 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 Tender Offers are not being made, directly or
indirectly, in the Republic of France (other than to qualified
investors as described below). This announcement, the Offer to
Purchase and any other document or material relating to the GBP/EUR
Tender Offers have only been, and shall only be, distributed in the
Republic of France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the GBP/EUR Tender Offers have
been or will be submitted for clearance to the Autorité des marchés
financiers.
Italy . None of the GBP/EUR Tender Offers, this announcement,
the Offer to Purchase or any other documents or materials relating
to the GBP/EUR Tender Offers have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e
la Borsa ("CONSOB") pursuant to applicable Italian laws and
regulations. The Tender Offers are being carried out in the
Republic of Italy ("Italy") as exempted offers 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 GBP Notes
or EUR Notes that are resident or located in Italy can tender their
GBP Notes or EUR Notes, as applicable, for purchase 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.
20307 of February 15, 2018, as amended, 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 applicable laws and regulations concerning
information duties vis-à-vis its clients in connection with the GBP
Notes, the EUR Notes or the Offer to Purchase.
Belgium . Neither this announcement, the Offer to Purchase nor
any other documents or materials relating to the GBP/EUR Tender
Offers have 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"). The
Tender Offers are not being made in Belgium by way of a public
offering within the meaning of Articles 3, --1, 1deg 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 GBP/EUR Tender Offers may not be, and are not
being, advertised and the GBP/EUR Tender Offers will not be
extended and this announcement, the Offer to Purchase and any other
documents or materials relating to the GBP/EUR Tender Offers
(including any memorandum, information circular, brochure or any
similar documents) may not, have not, and will not, be distributed
or made available, directly or indirectly, to any person in Belgium
other than to "qualified investors" ("investisseur
qualifié"/"gekwalificeerde belegger") within the meaning of Article
2(e) of the Prospectus Regulation acting on their own account.
Insofar as Belgium is concerned, the GBP/EUR Tender 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 other documents or materials relating
to the GBP/EUR Tender Offers may not be used for any other purpose
or disclosed or distributed to any other person in Belgium.
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
TENNKDBQABDKQKN
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