TIDM95BM
RNS Number : 7363X
Sampo PLC
31 August 2022
NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS
TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL
TO DISTRIBUTE THIS ANNOUNCEMENT
31 August 2022
Sampo plc announces a cash tender offer in respect of its
outstanding EUR 500,000,000 1.625 per cent. Notes due 21 February
2028, EUR 500,000,000 2.250 per cent. Notes due 27 September 2030,
EUR 500,000,000 1.250 per cent. Notes due 30 May 2025 and EUR
750,000,000 1.00 per cent. Notes due 18 September 2023
This announcement is released by Sampo plc and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of Regulation (EU) No.
596/2014 on market abuse as it forms part of United Kingdom
domestic law by virtue of the European Union (Withdrawal) Act 2018,
as amended ("UK MAR"), encompassing information relating to the
2028 Notes, the 2030 Notes, the 2025 Notes and the 2023 Notes
described above (each as defined below). For the purposes of UK MAR
and Article 2 of the Commission Implementing Regulation (EU)
2016/1055 as it forms part of domestic law by virtue of the
European Union (Withdrawal) Act 2018, as amended, this announcement
is made by Sami Taipalus, the Head of Investor Relations of Sampo
plc.
Sampo plc (the "Issuer") today announces an invitation to
holders of its outstanding EUR 500,000,000 1.625 per cent. Notes
due 21 February 2028 (ISIN: XS1775786574) (the "2028 Notes"), EUR
500,000,000 2.250 per cent. Notes due 27 September 2030 (ISIN:
XS1888184121) (the "2030 Notes"), EUR 500,000,000 1.250 per cent.
Notes due 30 May 2025 (ISIN: XS1622193750) (the "2025 Notes") and
EUR 750,000,000 1.00 per cent. Notes due 18 September 2023 (ISIN:
XS1520733301) (the "2023 Notes") (together, the "Securities" and
each series of Securities, a "Series") to (i) tender any and all of
their 2028 Notes, and (ii) to tender their 2030 Notes, 2025 Notes
and 2023 Notes up to (subject as set out herein) an aggregate
principal amount of the EUR 500,000,000 less the aggregate
principal amount of the 2028 Notes validly tendered and accepted
for purchase, subject to the Acceptance Priority Levels set out
herein.
Such invitations (the "Tender Offers") are made on the terms and
subject to the conditions contained in the tender offer memorandum
dated 31 August 2022 (the "Tender Offer Memorandum") prepared by
the Issuer, and are subject to the offer and distribution
restrictions set out below and as more fully described in the
Tender Offer Memorandum. Capitalised terms used and not otherwise
defined in this announcement have the meanings given thereto in the
Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to the offer
and distribution restrictions set out below) available from the
Tender Agent, the contact details for which are set out below.
Rationale for the Tender Offers
The Tender Offers are being made as part of the Issuer's
commitment to actively manage its balance sheet. The purpose of the
Tender Offers is to pro-actively manage the Issuer's upcoming
redemptions and to reduce gross debt. The Issuer intends to cancel
all of the Securities acquired pursuant to the Tender Offers.
Securities which have not been validly submitted and accepted for
purchase pursuant to the Tender Offers will remain outstanding on
their existing terms.
The Tender Offers
The Issuer will purchase the Securities validly tendered and
accepted by it pursuant to the relevant Tender Offer for cash at
the relevant Tender Price as described in further detail in the
Tender Offer Memorandum and below, together with an amount equal to
accrued and unpaid interest on such Securities from and including
the most recent interest payment date to but excluding the
Settlement Date:
Acceptance Description ISIN Aggregate First Maturity Tender Interpolated Fixed Amount
Priority of the Principal Optional Date Price Mid-Swap Purchase subject
Level Securities Amount Call Rate Spread to
outstanding Date the
relevant
Tender
Offer
Any and all Securities
N/A EUR XS1775786574 EUR 500,000,000 21 21 As 2028 Notes 0 bps Any and
500,000,000 November February determined Interpolated all
1.625 per 2027 2028 on the Mid-Swap
cent. Notes Pricing Rate
due 21 Date
February
2028
------------ ------------- ---------------- --------- --------- ----------- ------------- --------- ---------
Capped Tender Offer Securities
1 EUR XS1888184121 EUR 500,000,000 27 27 As 2030 Notes +20 Up to an
500,000,000 June September determined Interpolated bps aggregate
2.250 per 2030 2030 on the Mid-Swap principal
cent. Notes Pricing Rate amount of
due 27 Date EUR
September 500,000,000
2030 less the
aggregate
principal
amount
of the 2028
Notes
validly
tendered
and
accepted
for
purchase in
accordance
with the
Acceptance
Priority
Levels
herein
------------- -------------- ---------------- ------ ---------- ----------- ------------- ---- ------------
2 EUR XS1622193750 EUR 269,904,000 1 30 May As 2025 Notes -40
500,000,000 March 2025 determined Interpolated bps
1.250 per 2025 on the Mid-Swap
cent. Notes Pricing Rate
due 30 May Date
2025
------------- -------------- ---------------- ------ ---------- ----------- ------------- ---- ------------
EUR
750,000,000
1.00 per
cent. Notes
due 18 18
September September
3 2023 XS1520733301 EUR 428,686,000 N/A 2023 100.100% N/A N/A
------------- -------------- ---------------- ------ ---------- ----------- ------------- ---- ------------
Tender Price
The Issuer will pay for each Series of Securities validly
tendered and accepted by it for purchase pursuant to the Tender
Offers a price (each, a "Tender Price") to be determined (other
than in respect of the 2023 Notes) at the Pricing Time on the
Pricing Date in the manner described in the Tender Offer Memorandum
by reference to:
(i) in respect of the 2025 Notes the sum (such sum, the "2025
Notes Fixed Purchase Yield") of (i) the 2025 Notes Fixed Purchase
Spread and (ii) the 2025 Notes Interpolated Mid-Swap Rate;
(ii) in respect of the 2028 Notes the sum (such sum, the "2028
Notes Fixed Purchase Yield") of (i) the 2028 Notes Fixed Purchase
Spread and (ii) the 2028 Notes Interpolated Mid-Swap Rate; and
(iii) in respect of the 2030 Notes the sum (such sum, the "2030
Notes Fixed Purchase Yield") of (i) the 2030 Notes Fixed Purchase
Spread and (ii) the 2030 Notes Interpolated Mid-Swap Rate.
Each such Tender Price will be determined in accordance with
market convention and expressed as a percentage of the principal
amount of Securities of the relevant Series accepted for purchase
pursuant to the relevant Tender Offer rounded to the nearest 0.001
per cent. (with 0.0005 per cent rounded upwards). Specifically, the
Tender Price applicable to Securities of a particular Series (other
than the 2023 Notes) will equal (a) the value of all remaining
payments of principal and interest on the relevant Series up to and
including either the Maturity Date of the relevant Series or the
First Optional Call Date of the relevant Series, as applicable,
assuming all outstanding Securities of the relevant Series are
redeemed at their principal amount on such date, discounted to the
Settlement Date at a discount rate equal to the relevant Tender
Yield, minus (b) Accrued Interest for such Series.
For the 2030 Notes, the 2028 Notes and the 2025 Notes, the
calculation of the Tender Price will be as set out below:
(a) in respect of the 2028 Notes and the 2025 Notes, if the
relevant Tender Yield calculated to the First Optional Call Date of
such Series as determined in accordance with the Tender Offer
Memorandum and standard market practice is less than the
contractual rate of interest for the relevant Series, then the
relevant Tender Price for such Securities will be calculated based
on the First Optional Call Date of such Series, assuming the
principal amount were to be repaid on such First Optional Call
Date, and using the Tender Yield calculated to the relevant First
Optional Call Date as the applicable Tender Yield;
(b) in respect of the 2028 Notes and the 2025 Notes, if the
relevant Tender Yield calculated to the Maturity Date of such
Series as determined in accordance with the Tender Offer Memorandum
and standard market practice is greater than or equal to the
contractual rate of interest of the relevant Series, then the
Tender Price for such Securities will be calculated based on the
Maturity Date of such Securities using the Tender Yield calculated
to the Maturity Date as the applicable Tender Yield;
(c) in respect of the 2028 Notes and the 2025 Notes, where both
(a) and (b) above apply as a result of the calculation of the
Interpolated Mid-Swap Rate, the Tender Price for such Securities
will be calculated based on the Maturity Date of such Securities
using the Tender Yield calculated to the relevant Maturity Date as
the applicable Tender Yield; and
(d) in respect of the 2030 Notes, (i) if the Tender Yield as
determined in accordance with the Tender Offer Memorandum is less
than the contractual rate of interest for such Series, then the
Tender Price for such Securities will be calculated based on the
First Optional Call Date of such Series, assuming the principal
amount were to be repaid on such First Optional Call Date, or (ii)
if the Tender Yield as determined in accordance with the Tender
Offer Memorandum is greater than or equal to the contractual rate
of interest of such Series, then the Tender Price for such
Securities will be calculated based on the Maturity Date of such
Securities.
In respect of the 2023 Notes the Tender Price will be 100.100
per cent.
Tender Consideration
The Tender Consideration payable by the Issuer to each
Securityholder in respect of each Series of Securities validly
tendered and accepted by the Issuer pursuant to the Tender Offers
will be an amount in cash equal to the sum (rounded to the nearest
EUR0.01, with EUR0.005 being rounded upwards) of:
(i) the product of (i) the aggregate principal amount of the
Securities of such Series accepted for purchase by the Issuer from
such Securityholder pursuant to the relevant Tender Offers and (ii)
the relevant Tender Price; plus
(ii) the Accrued Interest Amount in respect of such Securities.
Tender Priority
If the Issuer decides to accept any Securities for purchase, the
Issuer currently proposes to accept for purchase pursuant to the
Tender Offers (i) any and all of the 2028 Notes and (ii) all or
part of the 2030 Notes, the 2025 Notes and the 2023 Notes validly
tendered for purchase, such that the aggregate principal amount of
the 2030 Notes, the 2025 Notes and the 2023 Notes accepted for
purchase shall not (when aggregated with the aggregate principal
amount of the 2028 Notes to be accepted for purchase) exceed EUR
500,000,000. If the aggregate principal amount of the 2030 Notes,
the 2025 Notes and the 2023 Notes validly tendered exceeds the
Final Acceptance Amount, the Issuer will accept for purchase, in
accordance with their Acceptance Priority Levels, with one (1)
being the highest Acceptance Priority Level and three (3) being the
lowest, only such portion of such Securities that does not result
in the aggregate principal amount of Securities purchased exceeding
the Final Acceptance Amount, as such amount may be increased,
decreased or otherwise amended by the Issuer in its sole
discretion.
The Issuer does not intend to accept (i) any valid tenders of
2025 Notes with an Acceptance Priority Level of 2 unless it has
accepted all valid tenders of 2030 Notes with an Acceptance
Priority Level of 1 in full with no pro rata scaling, and (iii) any
valid tenders of 2023 Notes with an Acceptance Priority Level of 3
unless it has accepted all valid tenders of 2030 Notes with an
Acceptance Priority Level of 1 and all valid tenders of 2025 Notes
with an Acceptance Priority Level of 2 in full with no pro rata
scaling.
In the case of the 2030 Notes, the 2025 Notes or the 2023 Notes,
as applicable, if the Issuer decides to accept any validly tendered
Securities of such Series for purchase pursuant to the relevant
Tender Offer and the aggregate principal amount of the relevant
Series validly tendered for purchase is greater than the aggregate
principal amount of such Series that the Issuer decides to accept
for purchase in accordance with the Acceptance Priority Levels, the
Issuer intends to accept such Securities for purchase on a pro rata
basis as further described in the Tender Offer Memorandum.
The Issuer is not under any obligation to accept any valid
Offers to Sell by Securityholders.
Securities in respect of which the Issuer has not accepted an
Offer to Sell (including where such non-acceptance is as a result
of pro-ration) will remain outstanding subject to the terms and
conditions of such Securities and will be unblocked in the
respective Clearing System as soon as possible after the Settlement
Date.
Each acceptance of an Offer to Sell shall become effective
through settlement without any further notification of such
acceptance to the respective Securityholders, and the respective
Securityholders waive any such separate notification of acceptance
by transmitting the Electronic Instruction Notice.
Participating in the Tender Offers
To tender Securities for purchase pursuant to the relevant
Tender Offer, a Securityholder who is eligible to participate in
the relevant Tender Offer (each a "Qualifying Holder") should
deliver, or arrange to have delivered on its behalf, via Euroclear
Bank SA/NV or Clearstream Banking S.A. (the "Clearing Systems") and
in accordance with the requirements of such Clearing System, a
valid Electronic Instruction Notice that is received by the Tender
Agent by the Expiration Time. Electronic Instruction Notices must
be submitted in respect of a principal amount of Securities of the
relevant Series of no less than the Minimum Denomination (including
after any pro rata scaling, if applicable).
A separate Electronic Instruction Notice must be completed on
behalf of each beneficial owner of Securities of each such Series
and, if a beneficial owner has a holding of Securities of more than
one of these Series, in respect of its holding of Securities of
each such Series.
The receipt of such Electronic Instruction Notice by the
relevant Clearing System will result in the blocking of the
relevant Securities in the Securityholder's account with the
relevant Clearing System so that no transfers may be effected in
relation to such Securities.
Electronic Instruction Notices are irrevocable except in the
limited circumstances described in "Termination and Amendment" in
the Tender Offer Memorandum.
By submitting a valid Electronic Instruction Notice, a
Securityholder and any Direct Participant submitting such
Electronic Instruction Notice on such Securityholder's behalf shall
be deemed to make and give certain agreements, acknowledgements,
representations, warranties and undertakings to the Issuer, the
Dealer Managers and the Tender Agent - see "Procedure for
submitting Offers to Sell - Agreements, acknowledgements,
representations, warranties and undertakings by Securityholders" in
the Tender Offer Memorandum.
For further information with respect to submitting Electronic
Instruction Notices, see "Procedure for submitting Offers to Sell"
in the Tender Offer Memorandum.
Prior to making a decision as to whether to participate in the
relevant Tender Offer, Securityholders should carefully consider
all of the information in the Tender Offer Memorandum, including
the section entitled "Risk Factors and other Considerations".
Indicative Timetable of Events
Please note the following important dates and times relating to
the Tender Offers. Each is indicative only and is subject to change
as a result of any extension, termination, withdrawal or amendment
as set out in the Tender Offer Memorandum.
Events Times and Dates
Commencement of the Tender Offers 31 August 2022
Notice of the Tender Offers published on a Notifying News
Service and through RNS and distributed
via the Clearing Systems.
Tender Offer Memorandum made available by the Tender
Agent to Qualifying Holders upon request.
Expiration Time 5.00 pm Central European time on 8 September 2022
Deadline for receipt by the Tender Agent of Electronic
Instruction Notices.
Announcement of indicative results and indicative Scaling As soon as practicable on 9 September 2022
Factor (if any)
A non-binding announcement by the Issuer of whether or
not it intends to accept valid tenders
of Securities pursuant to the Tender Offers and if so
accepted (i) the indicative principal
amount of each Series of Securities it intends to accept
pursuant to the Tender Offers; and
(ii) any indicative Scaling Factor (in respect of the
2030 Notes, the 2025 Notes or the 2023
Notes, if applicable).
At or around 2.00 pm Central European time on 9 September
Pricing Time and Pricing Date 2022
Determination of the Interpolated Mid-Swap Rate and
Tender Yield in respect of each of the
2025 Notes, the 2028 Notes and the 2030 Notes and the
Tender Price for each Series of Securities
(other than the 2023 Notes).
Announcement of the final results and pricing of the As soon as practicable after the Pricing Time on the
Tender Offers Pricing Date
Details of whether the Issuer will accept valid tenders
of Securities pursuant to all or any
of the Tender Offers and, if so accepted, (i) the Final
Acceptance Amount and, in respect
of each Series of Securities so accepted, the aggregate
principal amount of Securities of
the relevant Series accepted, including details of any
Scaling Factor (in respect of the 2030
Notes, the 2025 Notes or the 2023 Notes, if applicable)
and the relevant Tender Price, and
(ii) in respect of the 2025 Notes, the 2028 Notes and the
2030 Notes, the respective Tender
Yield and the Interpolated Mid-Swap Rates, will be
distributed via the Clearing Systems and
published by way of announcement on a Notifying News
Service and through RNS.
Tender Offers Settlement Date Expected to be 12 September 2022
Expected settlement of the Tender Offers by payment of
the Tender Consideration in respect
of Securities accepted for purchase.
Qualifying Holders are advised to check with any Intermediary
through which they hold their Securities whether such Intermediary
would require receiving instructions to participate in, or withdraw
their instruction to participate in, any Tender Offer prior to the
deadlines set out above. The deadlines set by each Clearing System
for the submission of Electronic Instruction Notices will be
earlier than the relevant deadlines above, in which case Qualifying
Holders should follow those earlier deadlines.
Announcements
All announcements made by the Issuer in relation to the Tender
Offers will be made public through (i) RNS, (ii) a Notifying News
Service and (iii) the Clearing Systems. Significant delays may be
experienced where notices are delivered through the Clearing
Systems, and Qualifying Holders are urged to contact the Tender
Agent at the telephone numbers specified in this announcement for
the relevant announcements during the Tender Offer Period. All
announcements will be made available upon release at the offices of
the Tender Agent.
Contact information
Citigroup Global Markets Limited and Nordea Bank Abp are acting
as Dealer Managers for the Tender Offers and Kroll Issuer Services
Limited is acting as Tender Agent.
Questions and requests for assistance in connection with the
Tender Offers may be directed to the Dealer Managers:
THE DEALER MANAGERS
Nordea Bank Abp
Citigroup Global Markets Limited Satamaradankatu 5
Citigroup Centre FI-00020 Helsinki
Canada Square Canary Wharf Finland
London E14 5LB Email: nordealiabilitymanagement@nordea.com
United Kingdom Telephone: +45 61360379
Attention: Nordea Liability Management
Email: liabilitymanagement.europe@citi.com
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Questions and requests for assistance in connection with the
delivery of Offers to Sell, and requests for documents, may be
directed to the Tender Agent:
TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
Telephone : +44 20 7704 0880
Attention: Owen Morris
Email: sampo@is.kroll.com
Website: https://deals.is.kroll.com/sampo
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 Tender
Offers. If any Securityholder is in any doubt as to the contents of
the Tender Offer Memorandum or the action it should take, it is
recommended to seek its own financial advice, including in respect
of any tax consequences, from its stockbroker, bank manager,
solicitor, tax advisor, accountant or other appropriately
authorised independent financial adviser. Any individual or company
whose Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee must contact such entity
if it wishes to tender such Securities pursuant to the relevant
Tender Offer. None of the Issuer, the Dealer Managers or the Tender
Agent or any of their respective directors, employees or affiliates
expresses any opinion about the terms or merits of the Tender
Offers or makes any recommendation whether Securityholders should
tender Securities pursuant to the Tender Offers, and the Dealer
Managers and the Tender Agent and their respective directors,
employees and affiliates do not accept any responsibility for the
accuracy or completeness of the information contained in this
announcement or the Tender Offer Memorandum including (without
limitation) information concerning the Issuer or its subsidiaries
and affiliates or for any failure by the Issuer to disclose events
that may have occurred and may affect the significance or accuracy
of such information.
OFFER AND DISTRIBUTION RESTRICTIONS: The distribution of this
announcement and the Tender Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement and/or the Tender Offer Memorandum
comes are required by each of the Issuer, the Dealer Managers and
the Tender Agent to inform themselves about, and to observe, any
such restrictions. Neither this announcement nor the Tender Offer
Memorandum constitutes an offer to buy or a solicitation of an
offer to sell the Securities (and tenders of Securities in the
Tender Offers will not be accepted from Securityholders) in any
circumstances in which such offer or solicitation is unlawful. In
those jurisdictions where the securities, blue sky or other laws
require the Tender Offers to be made by a licensed broker or dealer
and any Dealer Manager or any of the Dealer Managers' affiliates is
such a licensed broker or dealer in any such jurisdiction, the
relevant Tender Offer shall be deemed to be made by such Dealer
Manager or such affiliate, as the case may be, on behalf of the
Issuer in such jurisdiction.
In addition to the representations referred to below in respect
of the United States, each holder of Securities participating in
the Tender Offers will also be deemed to give certain
representations in respect of the other jurisdictions referred to
below and generally as set out in the Tender Offer Memorandum. Any
tender of Securities for purchase pursuant to the relevant Tender
Offer from a Securityholder that is unable to make these
representations will not be accepted. Each of the Issuer, the
Dealer Managers and the Tender Agent reserves the right, in its
absolute discretion, to investigate, in relation to any tender of
Securities for purchase pursuant to the relevant Tender Offer,
whether any such representation given by a Securityholder is
correct and, if such investigation is undertaken and as a result
the Issuer determines (for any reason) that such representation is
not correct, such tender shall not be accepted.
UNITED STATES: The Tender Offers are not being made, and will
not be made, directly or indirectly in or into, or by use of the
mail of, or by any means or instrumentality of interstate or
foreign commerce of or of any facilities of a national securities
exchange of, the United States. This includes, but is not limited
to, facsimile transmission, electronic mail, telex, telephone, the
internet and other forms of electronic communication. The
Securities may not be tendered in the Tender Offers by any such
use, means, instrumentality or facility from or within the United
States or by persons located or resident in the United States.
Accordingly, copies of this announcement and the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offers are not being, and must not be, directly or
indirectly mailed or otherwise transmitted, distributed or
forwarded (including, without limitation, by custodians, nominees
or trustees) in or into the United States or to any persons located
or resident in the United States. Any purported tender of
Securities in the Tender Offers resulting directly or indirectly
from a violation of these restrictions will be invalid and any
purported tender of Securities made by a person located or resident
in the United States or any agent, fiduciary or other intermediary
acting on a non-discretionary basis for a principal giving
instructions from within the United States will be invalid and will
not be accepted.
Each Securityholder participating in the Tender Offers will
represent that it is not located in the United States and it is not
participating in the Tender Offers from the United States or it is
acting on a non-discretionary basis for a principal that is located
outside the United States and that it is not giving an order to
participate in the Tender Offers from the United States. For the
purposes of this and the above paragraph, "United States" means the
United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the North Mariana Islands), any state of the
United States of America and the District of Columbia.
UNITED KINGDOM: The communication of this announcement and the
Tender Offer Memorandum and any other documents or materials
relating to the Tender Offers is not being made, and such documents
and/or materials have not been approved, by an authorised person
for the purposes of section 21(1) 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 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 be communicated to
(1) 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 "FPO"); (2) persons who are
Securityholders or who fall within Article 43(2) of the FPO; or (3)
any other persons to whom these documents and/or materials may
lawfully be communicated. Any investment or investment activity to
which this announcement or 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.
FRANCE: The Tender Offers are not being made, directly or
indirectly, to the public in the Republic of France ("France") and
this announcement, the Tender Offer Memorandum and any other
document or material relating to the Tender Offers have not been
distributed in France, except to qualified investors as defined in
Article 2(e) of Regulation (EU) 2017/1129 (as amended) and referred
to in Article L411-2 1deg of the French Code monétaire et
financier. This announcement and the Tender Offer Memorandum have
not been and will not be submitted for clearance to nor approved by
the Autorité des marches financiers.
ITALY: None of this announcement, the Tender Offers, the Tender
Offer Memorandum and any other documents or material relating to
the Tender Offers has been or will be submitted to the clearance
procedures 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 24 February 1998, as
amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended.
Accordingly, holders or beneficial owners of the Securities that
are located in Italy may tender their Securities in the relevant
Tender Offer through authorised persons (such as investment firms,
banks or financial intermediaries permitted to conduct such
activities in Italy in accordance with the Financial Services Act,
CONSOB Regulation No. 20307 of 15 February 2018, as amended from
time to time, and Legislative Decree No. 385 of 1 September 1993,
as amended) and in compliance with applicable laws and regulations
or with requirements imposed by CONSOB or any other Italian
authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-à-vis its clients in
connection with the Securities or the Tender Offers.
FINLAND: The Tender Offers are not being made and will not be
made to any person (a "Finnish Natural Person") who is a natural
person or estate of a deceased person that is resident in Finland
for tax purposes.
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
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