TIDMSX99
RNS Number : 1393H
Gabonese Republic (The)
25 July 2023
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL
The Gabonese Republic Announces Invitations to Purchase for Cash
its Notes Listed Below
25 July 2023 - The Gabonese Republic ("Gabon" or the "Republic")
announces that it has today launched invitations to tender for
purchase by the Republic for cash its 2025 Notes and 2031 Notes
(each, as defined below) subject to satisfaction or waiver of the
New Financing Condition, the Maximum Tender Consideration, the 2025
Notes Tender Sub Cap (each as defined in the Tender Offer
Memorandum) and the other conditions described in the Tender Offer
Memorandum .
Invitations to Purchase the Republic's 2025 Notes and 2031
Notes
The Republic announces that it has today launched invitations to
holders (the "Noteholders") of its outstanding (i) U.S.$700,000,000
6.950% Notes due 2025 (Unrestricted Global Note ISIN: XS1245960684,
Common Code: 124596068; Restricted Global Note ISIN: US362420AC51,
Common Code: 124689180, CUSIP: 362420AC5) (the "2025 Notes"), (ii)
U.S.$1,000,000,000 6.625% Amortising Notes due February 2031
(Unrestricted Global Note ISIN: XS2113615228, Common Code:
211361522; Restricted Global Note ISIN: US362420AD35, Common Code:
211361395, CUSIP: 362420AD3) (the "February 2031 Notes") and (iii)
U.S.$800,000,000 7.000% Amortising Notes due November 2031
(Unrestricted Global Note ISIN: XS2407752711, Common Code:
240775271; Restricted Global Note ISIN: US362420AE18, Common Code:
240790947, CUSIP: 362420AE1) (the "November 2031 Notes" and,
together with the February 2031 Notes, the "2031 Notes" and,
together with the 2025 Notes, the "Notes") to tender their Notes
for purchase by the Republic for cash in each case subject to the
Maximum Tender Consideration and the 2025 Notes Tender Sub Cap
(each as defined in the Tender Offer Memorandum (as defined below))
and on the terms and subject to the conditions set forth in the
tender offer memorandum dated 25 July 2023 (the "Tender Offer
Memorandum").
Each series of Notes has an aggregate nominal amount outstanding
as set forth in the table below.
All documentation relating to the Invitations (as defined below)
including the Tender Offer Memorandum and any amendments or
supplements thereto will be available to Noteholders via the
website for the Invitations accessible at:
https://sites.dfkingltd.com/gabon . The Invitations are subject to
invitation and distribution restrictions in, among other countries,
the United Kingdom, Belgium, France, Italy, and the European
Economic Area, as described below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Tender Offer Memorandum.
Summary of the Invitations
Description Outstanding 2025 2025 Notes Tender
of the 2025 Nominal Amount Purchase Sub Cap (3) Maximum Tender
Notes ISIN/CUSIP (1) Price(2) Consideration(2)
------------------ ------------------ ------------------- ---------------- ------------------ -------------------
U.S.$700,000,000 Unrestricted U.S.$700,000,000 U.S.$967.50 Subject as set Subject as set out
6.950 per Global Notes per U.S.$1,000 out herein, an herein,
cent. Notes : in nominal aggregate nominal U.S.$ 450,000,000
due 2025 ISIN: amount amount of U.S.$ in aggregate
XS1245960684 of the 150,000,000 Tender
Common Code: 2025 Notes Consideration for
124596068 accepted the 2031 Notes and
for purchase the 2025 Notes
Restricted Global accepted for
Notes : purchase
ISIN: (including accrued
US362420AC51 interest)
Common Code:
124689180 CUSIP:
362420AC5
Description February February 2031
of the February Outstanding 2031 Purchase Notes Tender Sub
2031 Notes ISIN/CUSIP Nominal Amount(1) Price(2) Cap
------------------ ------------------ ------------------- ---------------- ------------------
U.S.$1,000,000,00 Unrestricted U.S.$1,000,000,000 U.S.$850 No sub cap is
0 Global Notes per U.S.$1,000 applicable to the
6.625% Amortising : in nominal February 2031
Notes due ISIN: amount Notes
February XS2113615228 of the
2031 Common Code: February
211361522 2031 Notes
accepted
Restricted Global for purchase
Notes :
ISIN:
US362420AD35
Common Code:
211361395 CUSIP:
362420AD3
Description November November 2031
of the November Outstanding 2031 Purchase Notes Tender Sub
2031 Notes ISIN/CUSIP Nominal Amount(1) Price(2) Cap
------------------ ------------------ ------------------- ---------------- ------------------
U.S.$800,000,000 Unrestricted U.S.$800,000,000 U.S.$850 No sub cap is
7.000% Amortising Global Notes per U.S.$1,000 applicable to the
Notes due : in nominal February 2031
November ISIN: amount Notes
2031 XS2407752711 of the
Common Code: November
240775271 2031 Notes
accepted
Restricted Global for purchase
Notes :
ISIN:
US362420AE18
Common Code:
240790947 CUSIP:
362420AE1
________________
(1) As of 25 July 2023.
(2) Accrued Interest (as defined herein) shall be paid in
addition to the relevant Purchase Price. The Purchase Price is
presented per U.S.$1,000 in nominal amount of the Notes accepted
for purchase. If the Republic decides to accept for purchase valid
tenders of the Notes pursuant to any Invitation, the tender
consideration that the Republic will pay to Noteholders for the
Notes tendered in the Invitations and accepted for purchase will be
the aggregate of (x) an amount calculated on the basis of the
relevant Purchase Price and the nominal amount of Notes accepted
for purchase and (y) an amount in cash equal to accrued and unpaid
interest on the Notes of the relevant Series from (and including)
the interest payment date of each such Series immediately preceding
the Settlement Date to (but excluding) the Settlement Date (each as
defined herein) (together, the "Tender Consideration").
(3) Subject to applicable law, the Republic expressly reserves
the right in its sole and absolute discretion, but is not
obligated, to purchase an amount of Notes with a corresponding
Tender Consideration that is equal to, more or less than the
Maximum Tender Consideration or, in relation to the 2025 Notes, the
Republic expressly reserves the right in its sole and absolute
discretion, but is not obligated, to purchase an amount of 2025
Notes that is equal to, more or less than the 2025 Notes Tender Sub
Cap, as applicable, in each case without extending the Expiration
Deadline (as defined herein) or otherwise providing withdrawal
rights or to not accept any Notes for purchase pursuant to the
Invitations. For the avoidance of doubt, the 2025 Notes Tender Sub
Cap is included within the Maximum Tender Consideration.
The Republic invites subject in each case to the invitation
restrictions referred to in "Invitation and Distribution
Restrictions" of the Tender Offer Memorandum (the " Invitation and
Distribution Restrictions "), (i) holders of the 2025 Notes (the
"2025 Invitation"), (ii) holders of the February 2031 Notes (the
"February 2031 Invitation") and (iii) holders of the November 2031
Notes (the "November 2031 Invitation" and, together with the 2025
Invitation and the February 2031 Invitation, the "Invitations" and
each an "Invitation") to tender their Notes for purchase by the
Republic for cash, in each case on the terms and subject to the
Maximum Tender Consideration, the 2025 Notes Tender Sub Cap, the
New Financing Condition (each defined in the Tender Offer
Memorandum) and the other conditions set out in the Tender Offer
Memorandum.
The Republic reserves the right to reject or accept any Notes
validly tendered pursuant to any Invitation in its sole and
absolute discretion. Until the Republic announces the aggregate
nominal amount of Notes of the relevant Series validly tendered by
Noteholders that have been accepted for purchase (subject to
satisfaction or waiver of the New Financing Condition on or prior
to the Settlement Date, the Maximum Tender Consideration and the
2025 Notes Tender Sub Cap) (the "Series Acceptance Amount"), no
assurance can be given that any Notes validly tendered for purchase
by Noteholders pursuant to the Invitations will be accepted.
Subject to the satisfaction or waiver of the New Financing
Condition, the Maximum Tender Consideration and the 2025 Notes
Tender Sub Cap, the Republic currently proposes to accept for
purchase pursuant to (i) the 2025 Invitation, the 2025 Notes, (ii)
the February 2031 Invitation, the February 2031 Notes and (iii) the
November 2031 Invitation, the November 2031 Notes, although the
Republic expressly reserves the right, in its sole and absolute
discretion and subject to applicable law, to accept an amount of
Notes corresponding to significantly less than or significantly
more than the Maximum Tender Consideration or, in relation to the
2025 Notes, the 2025 Notes Tender Sub Cap or to not to accept any
Notes for purchase pursuant to the Invitations.
In the event that the aggregate tender consideration (including
any Accrued Interest) for the 2025 Notes, the February 2031 Notes
and/or the November 2031 Notes validly tendered exceeds the Maximum
Tender Consideration or, the aggregate nominal amount of the 2025
Notes validly tendered exceeds the 2025 Notes Tender Sub Cap (and
the Republic has not accepted in its sole and absolute discretion,
subject to applicable law, (i) an aggregate amount of Notes
corresponding to more than the Maximum Tender Consideration for
purchase up to such excess aggregate tender consideration
(including any Accrued Interest) for the relevant Notes so validly
tendered and/or (ii) an aggregate nominal amount of the 2025 Notes
corresponding to more than the 2025 Notes Tender Sub Cap for
purchase up to such excess aggregate nominal amount for the
relevant Notes so validly tendered), the Invitations or any of them
will be subject to the proration procedures described in the Tender
Offer Memorandum.
Rationale for the Invitations
The Republic is making the Invitations (subject to the New
Financing Condition) in order to proactively manage its overall
external debt maturity profile. The Republic intends to finance the
payments of the Purchase Price and Accrued Interest in relation to
the Notes validly tendered and accepted for purchase with the
proceeds of the Loan, as further described in "New Financing
Condition" below. In addition, the Invitations will provide
liquidity to Noteholders who have their Notes accepted.
As of 25 July 2023, the nominal amount outstanding of the 2025
Notes was U.S.$700,000,000, the nominal amount outstanding of the
February 2031 Notes was U.S.$1,000,000,000 and the November 2031
Notes was U.S.$800,000,000.
All Notes purchased by the Republic pursuant to the Invitations
will be cancelled and will not be re-issued or re-sold.
Tender Consideration
The Republic will pay (i) for the 2025 Notes accepted by it for
purchase pursuant to the 2025 Invitation, a purchase price equal to
U.S.$967.50 per U.S.$1,000 in nominal amount of such 2025 Notes
(the "2025 Purchase Price"), (ii) for the February 2031 Notes
accepted by it for purchase pursuant to the February 2031
Invitation, a purchase price equal to U.S.$850 per U.S.$1,000 in
nominal amount of such February 2031 Notes (the "February 2031
Purchase Price") and (iii) for the November 2031 Notes accepted by
it for purchase pursuant to the November 2031 Invitation, a
purchase price equal to U.S.$850 per U.S.$1,000 in nominal amount
of such November 2031 Notes (the "November 2031 Purchase Price"
and, together with the 2025 Purchase Price and the February 2031
Purchase Price, the "Purchase Prices"), and in each case will also
pay an Accrued Interest Payment in respect of such Notes. The
tender consideration (including any Accrued Interest) that the
Republic will pay to Noteholders for the Notes validly tendered in
the Invitations and accepted for purchase will be the aggregate of
(x) an amount calculated on the basis of the relevant Purchase
Price and the nominal amount of Notes accepted for purchase and (y)
an amount in cash equal to accrued and unpaid interest on the Notes
of the relevant Series from (and including) the interest payment
date of each such Series immediately preceding the Settlement Date
to (but excluding) the Settlement Date (each as defined herein)
(together, the "Tender Consideration").
The Republic will calculate any Accrued Interest with respect to
the Notes of each Series accepted for purchase in accordance with
the terms and conditions of each such Series of Notes, and the
calculation will be final and binding on all Noteholders whose
Notes were accepted for purchase, absent manifest error.
The Republic 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 any Invitation.
New Financing Condition
Gabon Blue Bond Master Trust, Series 2 (Blue Bond Issuer)
announced on 25 July 2023 its intention to issue a series of U.S.
dollar-denominated notes (the "New Notes") and to use the proceeds
of the New Notes to provide financing to Gabon Blue Bond Master
Trust, Series 1 (Sovereign Lender) (the "Issuer Financing"), which
will in turn use the proceeds of the Issuer Financing to provide
the loan to the Republic under a blue loan agreement (the "Loan").
Whether the Republic will accept and settle the purchase of Notes
validly tendered in any Invitation is subject (unless such
condition is waived by the Republic in its sole and absolute
discretion), without limitation, to the successful completion of
the issue of the New Notes and the successful completion and
receipt of the Loan proceeds by the Republic (in each case as
determined by the Republic in its sole and absolute discretion) on
terms satisfactory to the Republic (in its sole and absolute
discretion), in order to enable it to finance, in whole or in part,
the relevant Purchase Price of the Notes validly tendered in the
Invitations and accepted for purchase by it (the "New Financing
Condition"). Even if the New Financing Condition is satisfied, the
Republic is not under any obligation to accept for purchase any
Notes tendered pursuant to any Invitation.
Maximum Tender Consideration, the 2025 Notes Tender Sub Cap and
Proration Factor(s)
Subject to satisfaction or waiver of the New Financing
Condition, if the Republic decides to accept for purchase valid
tenders of the Notes pursuant to any Invitation, the Republic
intends to accept for purchase the 2025 Notes, the February 2031
Notes and the November 2031 Notes up to an aggregate amount
corresponding to the Maximum Tender Consideration and the 2025
Notes up to an aggregate nominal amount corresponding to the 2025
Notes Tender Sub Cap. Subject to applicable law, the Republic
expressly reserves the right in its sole and absolute discretion to
purchase an aggregate amount of Notes corresponding to more or less
than the Maximum Tender Consideration or an aggregate nominal
amount of the 2025 Notes corresponding to more or less than the
2025 Notes Tender Sub Cap, in each case without extending the
Expiration Deadline (as defined herein) or otherwise providing
withdrawal rights or not to accept any Notes for purchase pursuant
to the Invitations. For the avoidance of doubt, the 2025 Notes
Tender Sub Cap is included within the Maximum Tender
Consideration.
If the Maximum Tender Consideration is sufficient to purchase
some only, but not all, of the validly tendered 2025 Notes,
February 2031 Notes and November 2031 Notes, the Republic expressly
reserves the right to allocate acceptances of validly tendered
Notes between each of the Series of the 2025 Notes, the February
2031 Notes and the November 2031 Notes in its sole and absolute
discretion, and may accept more, less or none of any one Series of
Notes with respect to the other Series of Notes, subject to the
2025 Notes Tender Sub Cap (which can in turn be amended in the
Republic's sole and absolute discretion as described in the
previous paragraph). If the Maximum Tender Consideration is
sufficient to purchase some only, but not all, of the validly
tendered Notes, the Republic may accept for purchase one or more
Series of such tendered Notes on a prorated basis, with the
Proration Factor(s) depending on the tender consideration for Notes
(including any Accrued Interest) validly tendered. In addition, if
the 2025 Notes Tender Sub Cap is sufficient to purchase some only,
but not all, of the validly tendered 2025 Notes, the Republic will
accept for purchase such tendered 2025 Notes on a prorated basis,
with the Proration Factor depending on the aggregate nominal amount
of 2025 Notes validly tendered.
Notes may be tendered and accepted for purchase only in nominal
amounts equal to at least the Minimum Denomination and in an
Integral Multiple in respect of the relevant Series of Notes.
In the event that proration of tendered Notes is required, the
sum of each Noteholder's validly tendered Notes accepted for
purchase will be determined by multiplying each Noteholder's tender
of Notes by the applicable Proration Factor, and rounding the
product down to the nearest U.S.$1,000.
In addition, in the event that any such proration would, in
respect of any valid tender of Notes result in either (a) the
relevant Noteholder transferring Notes to the Republic in an
aggregate nominal amount of less than U.S.$200,000, or (b) the
relevant Noteholder's residual amount of Notes (being the nominal
amount of Notes the subject of the relevant Tender Instruction that
are not accepted for purchase by virtue of such proration)
amounting to less than U.S.$200,000, the Republic reserves the
right to (i) accept the relevant Tender Instruction in full, with
no proration or (ii) reject the relevant Tender Instruction in
full, at its sole discretion. In no event shall the nominal amount
returned to any Noteholder after the application of proration be
less than U.S.$200,000, which is the Minimum Denomination of each
Series of Notes.
Expected Timetable of Events
The times and dates below are indicative only.
Events Expected Times and Dates
---------------------------------------- ----------------------------------
(All times are New York City
time)
Commencement Date
Notice of the Invitations distributed 25 July 2023
via the Clearing Systems and
published by way of announcement
on a Notifying News Service.
The Notice of the Invitations
published on the website of
Euronext Dublin (for purpose
of the 2025 Invitation and
the February 2031 Invitation)
and on the website of the London
Stock Exchange (for purpose
of the November 2031 Invitation).
Tender Offer Memorandum made
available to Noteholders via
the Offer Website.
Announcement of the potential
issue of New Notes.
Expiration Deadline
Deadline for receipt of valid 5:00 p.m. on 1 August 2023
Tender Instructions by the
Information and Tender Agent
in order for Noteholders to
be able to participate in the
relevant Invitation.
Results Announcement Date
Announcement of: As soon as practicable following
(i) the Series Acceptance Amounts the announcement of pricing
and of the New Notes. The New Notes
(ii) the Proration Factor(s) are expected to price after
(if applicable), the Expiration Deadline and
distributed via the Clearing as such the announcement of
Systems and published by way the results may not occur on
of announcement on a Notifying the day following the Expiration
News Service, on the websites Deadline.
of Euronext Dublin (for purposes
of the 2025 Invitation and
the February 2031 Invitation)
and the London Stock Exchange
(for purposes of the November
2031 Invitation), and on the
Offer Website.
Settlement Date
Subject to satisfaction or Expected to be on 10 August
waiver of the New Financing 2023.
Condition, payment of the relevant
Purchase Price and relevant
Accrued Interest in respect
of any Notes validly tendered
and accepted for purchase pursuant
to the Invitations.
The above times and dates are subject to the right of the
Republic to extend, re-open, amend, and/or terminate any Invitation
(subject to applicable law and as provided in the Tender Offer
Memorandum). Noteholders are advised to check with any bank,
securities broker or other intermediary through which they hold
Notes when such intermediary would need to receive instructions
from a Noteholder in order for that Noteholder to be able to
participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, any Invitation before 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 above. See
"Procedures for Participating in the Invitations" in the Tender
Offer Memorandum.
Announcements
Unless stated otherwise, announcements in connection with the
Invitations will be made by the issue of press releases through
Euronext Dublin in relation to the 2025 Invitation and the February
2031 Invitation and the London Stock Exchange in relation to the
November 2031 Invitation, and by the delivery of notices to the
relevant Clearing Systems for communication to Direct Participants.
Such announcements may also be made by the issue of a press release
to a Notifying News Service. Copies of all such announcements,
press releases and notices and will be available on the Offer
Website or alternatively they can also be obtained upon request
from the Information and Tender Agent, the contact details for
which are on the last page of the Tender Offer Memorandum.
Significant delays may be experienced where notices are delivered
to the Clearing Systems and Noteholders are urged to contact the
Information and Tender Agent for the relevant announcements during
the course of the Invitations. In addition, Noteholders may contact
the Dealer Manager for information using the contact details
below.
Tender Instructions
In order to participate in and be eligible to receive the
relevant Purchase Price and any Accrued Interest Payment pursuant
to any Invitation, Noteholders must validly tender their Notes by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction in respect of each Invitation that such
Noteholder wishes to participate in that is received by the
Information and Tender Agent by 5.00 p.m. New York City time on 1
August 2023 (the "Expiration Deadline"). See "Procedures for
Participating in the Invitations" of the Tender Offer
Memorandum.
Tender Instructions will be irrevocable except in the limited
circumstances described in "Amendment and Termination".
Noteholders are advised to check with any bank, securities
broker or other intermediary through which they hold Notes when
such intermediary would need to receive instructions from a
Noteholder in order for that Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, any
Invitation 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 respect of a nominal
amount equal to or greater than the Minimum Denomination and in an
Integral Multiple in respect of the relevant Series of Notes.
A separate Tender Instruction must be completed on behalf of
each beneficial owner.
Disclaimer
This announcement does not contain the full terms and conditions
of the Invitations. The terms and conditions of the Invitations are
contained in the Tender Offer Memorandum, and are subject to the
invitation and distribution restrictions set out below and more
fully described therein.
Further information
Merrill Lynch International has been appointed by the Republic
to serve as dealer manager (the "Dealer Manager") for the
Invitations. D.F. King (the "Information and Tender Agent ") has
been appointed by the Republic to act as the information and tender
agent in connection with the Invitations.
For additional information regarding the terms of the
Invitations, please contact the Dealer Manager by telephone at +44
207 996 5420 (Europe), +1 (888) 292 0070 (U.S. Toll Free) or by
email at DG.LM-EMEA@bofa.com . Requests for documents and questions
regarding the tender of Notes may be directed to the Information
and Tender Agent via email: gabon@dfkingltd.com or telephone :
London: +44 20 7920 9700; New York: +1 212 269 5550 (Banks and
Brokers) or (800) 361-7972 (All other calls toll free - U.S. only);
and Hong Kong: +852 3953 7208.
The Tender Offer Memorandum is expected to be distributed to
Noteholders beginning today. A copy of the Tender Offer Memorandum
is available on the tender offer website accessible at
https://sites.dfkingltd.com/gabon .
No Recommendation
The relevant Purchase Price, if paid by the Republic with
respect to Notes of any Series accepted for purchase, will not
necessarily reflect the actual value of such Notes. Noteholders
should independently analyse the value of their Notes and make an
independent assessment of the terms of the Invitations. None of the
Republic, the Dealer Manager or the Information and Tender Agent
has or will express any opinion as to whether the terms of the
Invitations are fair. None of the Republic, the Dealer Manager or
the Information and Tender Agent makes any recommendation that
Noteholders should submit an offer to sell or tender Notes or
refrain from doing so pursuant to any Invitation, and no one has
been authorised by any of them to make any such recommendation.
###
Invitation and Distribution Restrictions
Neither this announcement nor the Tender Offer Memorandum
constitutes an offer to buy or the solicitation of an offer to sell
Notes (and tenders of Notes in the Invitations will not be accepted
from Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Invitation to be made
by a licensed broker or dealer and the Dealer Manager or any of the
Dealer Manager's affiliates is such a licensed broker or dealer in
any such jurisdiction, such Invitation shall be deemed to be made
by the Dealer Manager or its affiliate, as the case may be, on
behalf of the Republic in such jurisdiction.
Nothing in this announcement or the Tender Offer Memorandum or
the electronic transmission thereof constitutes an offer to sell or
the solicitation of an offer to buy the New Notes in the United
States or any other jurisdiction.
In addition, each Noteholder participating in an Invitation will
also be deemed to give certain representations in respect of the
other jurisdictions referred to above and generally as set out in
"Procedures for Participating in the Invitations" of the Tender
Offer Memorandum. Any tender of Notes for purchase pursuant to an
Invitation from a Noteholder that is unable to make these
representations will not be accepted. Each of the Republic , the
Dealer Manager and the Information and Tender Agent reserves the
right, in its absolute discretion, to investigate, in relation to
any tender of Notes for purchase pursuant to an Invitation, whether
any such representation given by a Noteholder is correct and, if
such investigation is undertaken and as a result the Republic
determines (for any reason) (in consultation with the Dealer
Manager and the Information and Tender Agent) that such
representation is not correct, such tender shall not be accepted.
The acceptance of any tender shall not be deemed to be a
representation or a warranty by any of the Republic, the Dealer
Manager or the Information and Tender Agent or any of their
respective directors, officers, employees, agents or affiliates
that it has undertaken any such investigation and/or that any such
representation by a Noteholder is correct.
U nited Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Invitations is not being made, and such documents and/or materials
have not been approved by, an authorised person for the purposes of
section 21 of the Financial Services and Markets Act 2000, as
amended (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 may be exempt from the restriction on
financial promotion under section 21 of the FSMA on the basis that
it is only directed at and may be communicated to (i) persons who
have professional experience in matters relating to investments,
being investment professionals as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Financial Promotion Order"); (ii) persons who fall
within Article 43(2) of the Financial Promotion Order; or (iii) any
other persons to whom these documents and/or materials may lawfully
be made under the Financial Promotion Order . Any investment or
investment activity to which the Tender Offer Memorandum relates is
available only to such persons or will be engaged only with such
persons and other persons should not rely on it .
Italy
None of this announcement, the Invitations, the Tender Offer
Memorandum or any other document or materials relating to the
Invitations have been submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant
to Italian laws and regulations.
Each Invitation is being carried out in Italy as an exempted
offer pursuant to article 101-bis, paragraph 3-bis of the
Legislative Decree No. 58 of 24 February 1998, as amended (the
"Italian Financial Services Act") and article 35-bis, paragraph 4
of CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Noteholders or beneficial owners of the Notes that are located
in Italy can tender Notes for purchase in the Invitations through
authorised persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic
of Italy in accordance with the Italian Financial Services Act,
CONSOB Regulation No. 20307 of 15 February 2018 , as amended from
time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended from time to time) 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 Notes or the Invitations or the Tender Offer
Memorandum.
European Economic Area
In any European Economic Area ("EEA") Member State, this
announcement and the Tender Offer Memorandum is only addressed to,
and is only directed at, "qualified investors" (as defined in
Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017, as amended (the "Prospectus Regulation") )
in that Member State.
Each person in a Member State of the EEA who receives any
communication in respect of the Invitations contemplated in this
announcement and the Tender Offer Memorandum will be deemed to have
represented, warranted and agreed to and with each Dealer Manager
and the Republic that it is a qualified investor within the meaning
of the Prospectus Regulation.
France
The Invitations are not being made, directly or indirectly, in
the Republic of France other than to qualified investors
(investisseurs qualifiés) as referred to in Article L.411-2 of the
French Code monétaire et financier and defined in Article 2(e) of
the Prospectus Regulation. Neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to
the Invitations have been or shall be distributed in the Republic
of France other than to qualified investors (investisseurs
qualifiés) and only qualified investors (investisseurs qualifiés)
are eligible to participate in the Invitations. Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Invitations has been, or will be,
approved, filed or reviewed by the Autorité des marchés
financiers.
Belgium
Neither this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Invitations have been
or will be notified to, and neither this announcement, the Tender
Offer Memorandum nor any other documents or materials relating to
the Invitations have been or will be approved by, the Belgian
Financial Services and Markets Authority (Autoriteit voor
Financiële Diensten en Markten/Autorité des Services et Marchés
Financiers). The Invitations may therefore not be made in Belgium
by way of a public takeover bid (openbaar overnamebod/offre
publique d'acquisition) as defined in Article 3 of the Belgian law
of 1 April 2007 on public takeover bids, as amended (the "Belgian
Takeover Law"), save in those circumstances where a private
placement exemption is available.
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END
TENEAFXSASPDEFA
(END) Dow Jones Newswires
July 25, 2023 08:07 ET (12:07 GMT)
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