TIDM63DW
RNS Number : 9731N
Hungary
07 June 2022
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR
RESIDENT IN ANY JURISDICTION WHERE SUCH DISTRIBUTION WOULD BE
UNLAWFUL (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).
June 7, 2022
HUNGARY ANNOUNCES TER OFFERS FOR EACH OF ITS OUTSTANDING
U.S.$2,000,000,000 5.375% NOTES DUE 2023 (OF WHICH
U.S.$1,517,582,000 IS OUTSTANDING), U.S.$2,000,000,000 5.750% NOTES
DUE 2023 (OF WHICH U.S.$1,631,160,000 IS OUTSTANDING) AND
U.S.$2,000,000,000 5.375% NOTES DUE 2024 (OF WHICH U.S.$
U.S.$1,794,010,000 IS OUTSTANDING).
Hungary (the "Offeror"), announces today its invitations to
eligible holders (subject to the offer restrictions referred to
below) of its outstanding (a) U.S.$2,000,000,000 5.375% Notes due
2023 (of which U.S.$1,517,582,000 is outstanding) (the "February
2023 Notes") (ISIN: US445545AH91 / CUSIP: 445545AH9), (b)
U.S.$2,000,000,000 5.750% Notes due 2023 (of which
U.S.$1,631,160,000 is outstanding) (the "November 2023 Notes")
(ISIN: US445545AJ57 / CUSIP: 445545AJ5) and (c) U.S.$2,000,000,000
5.375% Notes due 2024 (of which U.S.$1,794,010,000 is outstanding)
(the "March 2024 Notes") (ISIN: US445545AL04 / CUSIP: 445545AL0)
(collectively, the "Notes" and each a "Series") to tender their
Notes for purchase by the Offeror for cash (each an "Offer" and,
together, the "Offers").
The Offers are made on the terms and subject to the conditions
set out in the Offeror's Tender Offer Memorandum dated June 7, 2022
(the "Tender Offer Memorandum").
Copies of the Tender Offer Memorandum are available from the
Information and Tender Agent as set out below. Capitalized terms
used in this announcement but not defined have the meanings given
to them in the Tender Offer Memorandum.
Indicative
Priority Current Bloomberg Maximum Fixed Spread Aggregate
Description of Acceptance Outstanding Reference Purchase / Clearing Amount Subject
Notes Level ISIN / CUSIP Nominal Amount Benchmark Security Page Spread Spread to the Offers
----------------- ----------- -------------- ---------------- -------------------- ------------ --------- ------------- ---------------
U.S.$2,000,000,0 1 US445545AH91 U.S.$ 0.125% US Treasury PX3 N/A +55 bps Subject to any
00 5.375% Notes / 445545AH9 1,517,582,000 Security due increase or
due 2023 (the February 2023 (ISIN decrease at
"February 2023 US91282CBN02) the Offeror's
Notes") sole
discretion and
as set out
herein,
an aggregate
nominal amount
of Notes of
U.S.$1,350,000
,000
U.S.$2,000,000,0 2 US445545AJ57/ U.S.$ 0.250% US Treasury PX4 +90 bps To be
00 5.750% Notes 445545AJ5 1,631,160,000 Security due determined
due 2023 (the November 2023 (ISIN pursuant
"November 2023 US91282CAW10) to a
Notes") modified
Dutch
auction
U.S.$2,000,000,0 2 US445545AL04 U.S.$1,794,010, 2.250% US Treasury PX4 +95 bps To be
00 5.375% Notes / 445545AL0 000 Security due March determined
due 2024 (the 2024 (ISIN pursuant
"March 2024 US91282CEG24) to a
Notes") modified
Dutch
auction
Purchase Price
Subject to the relevant Minimum Denomination in respect of each
Series of Notes, the Offeror will pay for the Notes of the relevant
Series validly tendered and accepted by it for purchase pursuant to
the relevant Offer a purchase price (the "Purchase Price") to be
determined at or around the Pricing Time on the Pricing Date as
follows:
(a) in the case of the February 2023 Notes, an amount per
U.S.$1,000 principal amount of such the February 2023 Notes,
determined by the sum (such sum, the "February 2023 Notes Purchase
Yield") of 55 bps (the "February 2023 Notes Fixed Spread") and the
relevant Benchmark Security Rate;
(b) in the case of the November 2023 Notes, an amount per
U.S.$1,000 principal amount of the November 2023 Notes, determined
by the sum (such sum, the "November 2023 Notes Purchase Yield") of
a purchase spread (the "November 2023 Notes Clearing Spread") and
the relevant Benchmark Security Rate; and
(c) in the case of the March 2024 Notes, an amount per
U.S.$1,000 principal amount of the March 2024 Notes, determined by
the sum (such sum, the "March 2024 Notes Purchase Yield", with the
November 2023 Notes Purchase Yield and the February 2023 Notes
Purchase Yield, the "Purchase Yields") of a purchase spread (the
"March 2024 Notes Clearing Spread") and the relevant Benchmark
Security Rate.
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 Notes of the relevant Series, and is intended to
reflect a yield to maturity of the Notes of such Series on the
Settlement Date equal to the relevant Purchase Yield. Specifically,
the Purchase Price applicable to a Series will equal (a) the value
of all remaining payments of principal and interest 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 Purchase Yield, minus (b) Accrued
Interest in respect of the relevant Series up to (but excluding)
the Settlement Date, all calculated in accordance with the formula
set out in below.
In respect of any Notes accepted for purchase, the Offeror will
also pay an amount equal to any accrued and unpaid interest on the
relevant Notes from, and including, the interest payment date for
such Notes immediately preceding the Settlement Date up to, but
excluding, the Settlement Date, which is expected to be June 16,
2022.
Following completion of the Offers, Notes repurchased will be
cancelled and the Notes will not be reissued or resold. Notes that
have not been validly tendered at or before the Expiration Deadline
and accepted for purchase pursuant to the Offers will remain
outstanding after the Settlement Date.
Clearing Spreads - Modified Dutch Auction Procedure
Each Clearing Spread (which does not apply to the February 2023
Notes) 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 Offeror will
determine, in its sole and absolute discretion, following
expiration of the relevant Offer, (i) the aggregate nominal amount
of Notes of the relevant Series (if any) it will accept for
purchase pursuant to the relevant 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 Purchase Price for the Notes of each relevant Series (the
"Clearing Spread") taking into account the aggregate nominal amount
of Notes of such Series tendered in the relevant Offer and the
purchase spreads specified (or deemed to be specified, as set out
below) by tendering Noteholders.
The Clearing Spread applicable to each Series will be not more
than:
(a) 90 basis points, in the case of the November 2023 Notes; and
(b) 95 basis points, in the case of the March 2024 Notes.
(each a "Maximum Purchase Spread"), and will otherwise be the
highest spread that will enable the Offeror to purchase the Series
Acceptance Amount for such Series pursuant to the relevant Offer.
For technical purposes, each Series subject to the Modified Dutch
Auction Procedure will have a minimum purchase spread that will be
1 basis point for each of the November 2023 Notes, and March 2024
Notes. Noteholders 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.
Maximum Acceptance Amount and Amount Subject to the Offers
The Offeror currently proposes to accept for purchase pursuant
to the Offers an aggregate amount of U.S.$1,350,000,000 in nominal
amount of the Notes (the "Maximum Acceptance Amount") on the terms
and conditions contained in the Tender Offer Memorandum. The
Offeror reserves the right, in its sole and absolute discretion, to
accept significantly less than or significantly more than (or none
of) such amount for purchase pursuant to the Offers (the final
amount accepted for purchase pursuant to the Offers being the
"Final Acceptance Amount").
Accrued Interest
The Offeror will also pay an Accrued Interest Payment in respect
of Notes of the relevant Series accepted for purchase pursuant to
the relevant Offer.
New Financing Condition
The Offeror is not under any obligation to accept for purchase
any Notes tendered pursuant to the relevant Offer. The acceptance
for purchase by the Offeror of Notes tendered pursuant to the
relevant Offer is at the sole and absolute discretion of the
Offeror and tenders may be rejected by the Offeror for any
reason.
The Offeror announced on June 7, 2022 its intention to issue new
U.S. Dollar and Euro denominated notes (the "New Notes"). Whether
the Offeror will accept for purchase Notes validly tendered in the
relevant Offer is subject (unless such condition is waived by the
Offeror in its sole and absolute discretion), without limitation,
to the successful pricing and settlement of the issue(s) of the New
Notes or such other financing as the Offeror may determine on terms
acceptable to it (in each case as determined by the Offeror in its
sole and absolute discretion) (the "New Financing Condition").
Neither this announcement nor the Tender Offer Memorandum is an
offer to buy or sell, or a solicitation of an offer to sell or buy,
any New Notes or other securities in the United States. Securities
may not be offered or sold in the United States absent registration
under, or an exemption from the registration requirements of, the
Securities Act. The New Notes have not been, and will not be,
registered under the Securities Act or the securities laws of any
state or other jurisdiction of the United States, and may not be
offered, sold or delivered, directly or indirectly, within the
United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the
Securities Act and applicable state securities laws.
Acceptance Priority and Scaling
If the Offeror accepts any Notes of a Series for purchase
pursuant to the relevant Offer, the Offeror intends to accept the
February 2023 Notes for purchase in priority to the November 2023
Notes and March 2024 Notes (the "Acceptance Priority"). I n
addition, the Offeror will determine the allocation of the nominal
amount of Notes accepted for purchase between the November 2023
Notes and March 2024 Notes in its sole and absolute discretion and
reserves the right to accept significantly more or less (or none)
of the Notes of any such Series as compared to the other Series. If
the aggregate nominal amount of the Notes of such Series (i) with
respect to the February 2023 Notes (which will be purchased based
on a fixed spread), that are validly tendered or (ii) with respect
to any other Series, that are validly tendered pursuant to
Non-Competitive Tender Instructions (as defined below), is greater
than the relevant Series Acceptance Amount, the Offeror intends to
accept such Notes for purchase (subject to satisfaction or waiver
of the New Financing Condition on or prior to the Settlement Date)
on a pro rata basis such that the aggregate nominal amount of such
Notes accepted for purchase is no greater than the Final Acceptance
Amount. In such circumstances, other than with respect to the
February 2023 Notes (which will be purchased based on a fixed
spread), the relevant Clearing Spread will be the relevant Maximum
Purchase Spread, and the Offeror will not accept for purchase any
Notes of such Series tendered pursuant to Competitive Tender
Instructions (as defined below).
Subject to the Acceptance Priority, if (other than as described
in the preceding paragraph) the aggregate nominal amount of
November 2023 Notes or March 2024 Notes validly tendered (i)
pursuant to Non-Competitive Tender Instructions and (ii) pursuant
to Competitive Tender Instructions that specify a purchase spread
that is greater than or equal to the relevant Clearing Spread, is
greater than the relevant Series Acceptance Amount, the Offeror
intends to accept for purchase (subject to satisfaction or waiver
of the New Financing Condition on or prior to the Settlement Date)
(A) first, all Notes of such Series tendered pursuant to
Non-Competitive Tender Instructions in full, (B) second, all Notes
of such series tendered pursuant to Competitive Tender Instructions
for which the purchase spread is greater than the relevant Clearing
Spread and (C) third, all Notes of such Series tendered at the
relevant Clearing Spread on a pro rata basis such that the
aggregate nominal amount of Notes of such Series accepted for
purchase is no greater than the relevant Series Acceptance Amount.
For the avoidance of doubt, the Offeror will not accept any Notes
tendered for purchase at a purchase spread below the relevant
Clearing Spread.
In the circumstances in which Notes of a Series validly tendered
pursuant to the relevant Tender Offer are to be accepted on a pro
rata basis, each such tender of Notes of the relevant Series will
be scaled by a factor (a "Scaling Factor") in respect of the
February 2023 Notes, equal to the Final Acceptance Amount divided
by the aggregate nominal amount of February 2023 Notes validly
tendered, and in respect of each other Series of Notes equal to (i)
the relevant Series Acceptance Amount less the aggregate nominal
amount of the Notes of the relevant Series that have been validly
tendered and accepted for purchase and are not subject to
acceptance on a pro rata basis (if any), divided by (ii) the
aggregate nominal amount of the Notes of the relevant Series that
have been validly tendered and are subject to acceptance on a pro
rata basis (subject to adjustment to allow for the aggregate
nominal amount of Notes of such Series accepted for purchase,
following the rounding of tenders of such Notes described in the
next sentence, to be approximately equal to the relevant Series
Acceptance Amount). In the event that both the November 2023 Notes
and March 2024 Notes are accepted on a pro rata basis, there may be
a different Scaling Factor for each Series and not one single
Scaling Factor that is applied across both such Series.
Each tender of Notes accepted on a pro rata basis will be
rounded down to the nearest denomination; provided that the Offeror
will not accept a tender of Notes in this manner where the
acceptance of prorated Notes would result in a Noteholder (i)
transferring Notes to the Offeror in a nominal amount less than the
Minimum Denomination, or (ii) holding a residual amount of Notes
totaling less than the Minimum Denomination of the relevant
Notes.
Tender Instructions
In order to participate in, and be eligible to receive the
relevant Purchase Price (and any Accrued Interest Payment) pursuant
to, the relevant Offer, Noteholders must validly tender their Notes
by delivering, or arranging to have delivered on their behalf, a
valid Tender Instruction that is received by the Information and
Tender Agent by 5:00 p.m. on June 13, 2022 (New York City Time) /
11:00 p.m. on June 13, 2022 (Central Europe Time).
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, the Offers
before the deadlines specified in the Tender Offer Memorandum. The
deadlines set by any such Intermediary and each Clearing System for
the revocation instructions will be earlier than the relevant
deadlines specified in the Tender Offer Memorandum.
For the Series of Notes subject to the Modified Dutch Auction
Procedure, 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").
For the Series of Notes subject to the Modified Dutch Auction
Procedure, 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").
Tender Instructions may be submitted on a "non-competitive" or a
"competitive" basis as follows:
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.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of the relevant Series of no less than the
Minimum Denomination of each Series (being U.S.$2,000 each Series
of Notes), and may thereafter be submitted in integral multiples
thereof. A separate Tender Instruction must be completed on behalf
of each beneficial owner and in respect of each Series.
Procedures for Participating in the Offers
Only a Direct Participant in a Clearing System can properly
instruct that Clearing System with regard to submitting Tender
Instructions. In so instructing, the Direct Participant, and the
tendering Noteholder on whose behalf it is acting, will be deemed
to have read and agreed to be bound by the terms and conditions of
the relevant Offer contained in the Tender Offer Memorandum.
If a Noteholder holds its Notes through a custodian or other
Intermediary, such Noteholder 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. In the event that the relevant
custodian or Intermediary is unable to submit a Tender Instruction
on its behalf by one of the methods described in the Tender Offer
Memorandum, the Noteholder should contact the Information and
Tender Agent for assistance in submitting its Tender Instruction.
There can be no assurance that the Information and Tender Agent
will be able to assist any such Noteholders in successfully
submitting a Tender Instruction.
To tender Notes in an Offer, a holder of 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 Tender Instruction that is received in
each case by the Information and Tender Agent by the Expiration
Deadline.
Tender Instructions must be submitted in respect of a minimum
nominal amount of Notes of the relevant Series of no less than the
minimum denomination of each Series (being U.S.$2,000 each Series
of Notes), and may thereafter be submitted in integral multiples
thereof. A separate Tender Instruction must be completed on behalf
of each beneficial owner and in respect of each Series.
Indicative Timetable
Events Date
---------------------------------------------------------- ----------------------------------------------------------
Commencement of the Offers June 7, 2022
Expiration Deadline June 13, 2022, 5:00 p.m. (New York City Time) / 11:00
p.m. (Central Europe Time)
Announcement of indicative Series Acceptance Amounts and June 14, 2022, at or around 5:00 a.m. (New York City
indicative details of scaling Time) / 11:00 a.m. (Central Europe Time)
Pricing Time June 14, 2022, at or around 7:00 a.m. (New York City
Time) / 1:00 p.m. (Central Europe Time)
Announcement of Results As soon as reasonably practicable after the Pricing Time
Settlement Expected to be June 16, 2022
Subject to applicable law and as provided in the Tender Offer
Memorandum, the Offeror reserves the right, in its sole and
absolute discretion, to extend, re-open, amend, waive any condition
of or terminate any Offer at any time. Details of any such
extension, re-opening, amendment, waiver or termination will be
announced as provided in the Tender Offer Memorandum as soon as
reasonably practicable after the relevant decision is made.
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 th at Noteholder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Offers
before the deadlines specified above. The deadlines set by any such
Intermediary and each Clearing System for the revocation
instructions will be earlier than the relevant deadlines specified
in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offers will be made by the delivery of notices to the Clearing
Systems for communication to Direct Participants. Announcements may
also be made by the issue of a press release to one or more
Notifying News Service(s). Copies of all announcements, notices and
press releases can also be obtained from the Information and Tender
Agent, the contact details for whom are on the last page of the
Tender Offer Memorandum and at an Internet address contained in the
announcement. 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 Offers. In addition,
Noteholders may contact the Dealer Managers for information using
the contact details on the last page of the Tender Offer
Memorandum.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of and information on the procedures
for participating in the Offers.
BNP Paribas, Deutsche Bank Aktiengesellschaft, Goldman Sachs
Bank Europe SE, ING Bank N.V., and J.P. Morgan SE are acting as
Dealer Managers and Kroll Issuer Services Limited is acting as
Information and Tender Agent.
Questions and requests for assistance in connection with the
Offers may be directed to any Dealer Manager.
BNP Paribas Deutsche Bank Aktiengesellschaft
16, boulevard des Italiens Mainzer Landstr. 11-17
75009 Paris 60329 Frankfurt am Main
France Germany
Telephone: +33 1 55 77 78 94 Tel: +44 20 7545 8011
Attention: Liability Management Attention: Liability Management
Group Group
Email: liability.management@bnpparibas.com
Goldman Sachs Bank Europe SE ING Bank N.V.
Marienturm Foppingadreef 7
Taunusanlage 9-10 1102 BD Amsterdam
D-60329 Frankfurt am Main The Netherlands
Germany In Europe:
Tel: +44 20 7767 6784
Email: liability.management@ing.com
Tel.: +44 207 7744836 Attention: Liability Management
Email: liabilitymanagement.eu@gs.com Team
Attention: Liability Management In the United States:
Group Tel: +1 646 424 8972
J.P. Morgan SE
Taunustor 1 (TaunusTurm)
60310 Frankfurt am Main
Germany
Tel: +44 20 7134 2468
Email: em_europe_lm@jpmorgan.com
Attention: Liability Management
Questions and requests for assistance in connection with the
delivery of Tender Instructions may be directed to the Information
and Tender Agent. Copies of the Tender Offer Memorandum or related
documents may also be obtained, free of charge, from the
Information and Tender Agent.
THE INFORMATION AND TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 (0)20 7704 0880
Attention: Arlind Bytyqi / Jacek Kusion
Email: hungary@is.kroll.com
Website: https://deals.is.kroll.com/hungary
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers.
If you are in any doubt as to the contents of this announcement or
the Tender Offer Memorandum or the action you should take, you are
recommended to seek your own financial and legal advice, including
as to any tax consequences, immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial or
legal adviser. Any individual or company whose Notes are held on
its behalf by a broker, dealer, bank, custodian, trust company or
other nominee or intermediary must contact such entity if it wishes
to participate in the Offers. None of the Dealer Managers, the
Information and Tender Agent or the Offeror makes any
recommendation as to whether Noteholders should tender Notes for
purchase pursuant to the Offers.
The Tender Offer Memorandum does 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 the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession the Tender Offer Memorandum comes are required by each
of the Offeror, the Dealer Managers and the Information and Tender
Agent to inform themselves about and to observe any such
restrictions.
OFFER AND DISTRIBUTION RESTRICTIONS
United Kingdom
The communication of the Tender Offer Memorandum and any other
documents or materials relating to the Offers is not being made,
and such documents and/or materials have not been approved, by an
authorized person for the purposes of section 21 of the Financial
Services and Markets Act 2000, as amended. 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 as a financial
promotion is only being made to those persons in the United Kingdom
falling within the definition of investment professionals (as
defined in Article 19(5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Financial
Promotion Order")) or persons who are within Article 43(2) of the
Financial Promotion Order or any other persons to whom it may
otherwise lawfully be made under the Financial Promotion Order
(such persons together being the "Relevant Persons"). The Offers
are only available to Relevant Persons and the transactions
contemplated in the Tender Offer Memorandum will be available only
to, or engaged in only with, Relevant Persons, and the Tender Offer
Memorandum and any other documents and/or materials produced in
connection with the Offers must not be relied or acted upon by
persons other than Relevant Persons.
Belgium
The Offers are not being made, directly or indirectly, to the
public in Belgium. Neither the Tender Offer Memorandum nor any
other documents or materials relating to the Offers have been
submitted to or will be submitted for approval or recognition to
the Belgian Financial Services and Markets Authority (Autoriteit
yoor Financiële Diensten en Markten / Financial Services and Market
Authority) and, accordingly, the Offers may not be made in Belgium
by way of a public offering, as defined in Articles 3, -- 1, 1deg
and 6 of the Belgian Law of April 1, 2007 on public takeover bids
(the "Belgian Takeover Law") as amended or replaced from time to
time. Accordingly, the Offers may not be advertised and the Offers
will not be extended, and neither the Tender Offer Memorandum nor
any other documents or materials relating to the Offers (including
any memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than
"qualified investors" as referred to in Article 6, -- 3 of the
Belgian Takeover Law and as defined in Article 10 of the Belgian
Law of June 16, 2006 on the public offer of investment instruments
and the admission to trading of investment instruments on a
regulated market (as amended from time to time), acting on their
own account. Insofar as Belgium is concerned, the Tender Offer
Memorandum has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offers.
Accordingly, the information contained in the Tender Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the
public in the Republic of France ("France"). Neither the Tender
Offer Memorandum nor any other documents or materials relating to
the Offers have been or shall be distributed to the public in
France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d'investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) other than individuals, acting on their
own account and all as defined in, and in accordance with, Articles
L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et
Financier, are eligible to participate in the Offers. The Tender
Offer Memorandum and any other document or material relating to the
Offers have not been and will not be submitted for clearance to nor
approved by the Autorité des marchés financiers.
Italy
None of the Offers, the Tender Offer Memorandum or any other
documents or materials relating to the Offers have been or will be
submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa ("CONSOB").
The Offers are being carried out in the Republic of 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.
Noteholders, or beneficial owners of the Notes, can tender some
or all of their Notes pursuant to the Offers through authorized
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in
accordance with the Financial Services Act, CONSOB Regulation No.
16190 of October 29, 2007, as amended from time to time, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority.
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 Offers.
General
Neither the Tender Offer Memorandum nor the electronic
transmission thereof constitutes an offer to buy or the
solicitation of an offer to sell Notes (and tenders of Notes for
purchase pursuant to the Offers 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 Offer to be made by a
licensed broker or dealer and either Dealer Manager or any of their
respective affiliates is such a licensed broker or dealer in any
such jurisdiction, such Offer shall be deemed to be made by such
Dealer Manager or such affiliate, as the case may be, on behalf of
the Offeror in such jurisdiction.
Each Noteholder participating in an Offer will be deemed to give
certain representations in respect of the jurisdictions referred to
above and generally as set out in "Procedures for Participating in
the Offers". Any tender of Notes for purchase pursuant to the
Offers from a Noteholder that is unable to make these
representations will not be accepted.
Each of the Offeror, the Dealer Managers and the Information and
Tender Agent reserves the right, in its sole and absolute
discretion, to investigate, in relation to any tender of Notes for
purchase pursuant to an Offer, whether any such representation
given by a Noteholder is correct and, if such investigation is
undertaken and as a result the Offeror determines (for any reason)
that such representation is not correct, such tender or submission
may be rejected.
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END
TENGIGDLCBGDGDR
(END) Dow Jones Newswires
June 07, 2022 04:25 ET (08:25 GMT)
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