TIDMFXPO
RNS Number : 4899C
Ferrexpo PLC
19 January 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
(AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (THE "UNITED STATES")
19 January 2015
FERREXPO FINANCE PLC ANNOUNCES EXCHANGE OFFER FOR ITS
U.S.$500,000,000 7.875 PER CENT. GUARANTEED NOTES DUE 2016
FERREXPO FINANCE PLC (the "Issuer") today announces its
invitation to holders (subject to the offer restrictions referred
to below) of its outstanding U.S.$500,000,000 7.875 per cent.
Guaranteed Notes due 2016 (the "Existing Notes") to offer to
exchange any and all of the Existing Notes on a par for par basis
for (save as set out below in respect of the Early Exchange Offer
Consideration) an aggregate principal amount of new United States
dollar denominated guaranteed amortising notes (the "New Notes") to
be issued by the Issuer, guaranteed by the New Guarantors and
issued with the benefit of a surety agreement from the Surety equal
to the aggregate principal amount of Existing Notes validly offered
and accepted for exchange by the Issuer (the "Exchange Offer"). In
respect of validly submitted Exchange Instructions received by the
Exchange Agent at or prior to the Early Exchange Deadline which are
accepted for exchange by the Issuer, Holders shall receive a cash
consideration amount equal to 20 per cent. of the aggregate
principal amount of Existing Notes accepted for exchange (the
"Early Cash Consideration") as well as New Notes in an amount
(subject to rounding) equal to 80 per cent. of the aggregate
principal amount of Existing Notes accepted for exchange (together
with the Early Cash Consideration, the "Early Exchange Offer
Consideration"). In respect of validly submitted Exchange
Instructions received by the Exchange Agent at or prior to the
Final Exchange Deadline and after the Early Exchange Deadline which
are accepted for exchange by the Issuer, Holders shall receive New
Notes in an amount equal to 100 per cent. of the aggregate
principal amount of Existing Notes accepted for exchange (the "Base
Exchange Offer Consideration").
The Exchange Offer is made on the terms and subject to the
conditions set out in the Exchange Offer Memorandum dated 19
January 2015 (the "Exchange Offer Memorandum") and will expire at
11.59 p.m. (New York time) on 17 February 2015 (subject to the
right of the Issuer to extend, re-open, amend and/or terminate the
Exchange Offer) (the "Final Exchange Deadline").
Copies of the Exchange Offer Memorandum are available from the
Exchange Agent as set out below. Capitalised terms used in this
announcement but not defined have the meanings given to them in the
Exchange Offer Memorandum.
EXISTING NOTES
Issuer/Title ISIN Guarantors/Surety Amount Interest Maturity Ferrexpo plc Ratings Minimum
Outstanding Date Participation
Condition
-------------- -------------- ------------------- -------------- ------------ ---------- --------------------- --------------
Ferrexpo plc,
Ferrexpo Ferrexpo AG,
Finance plc Ferrexpo Middle
U.S.$500,000 East FZE/Ferrexpo
,000 7.875 Poltava Mining Caa2 (negative
per cent. Reg S: (previously known outlook)/
Guaranteed XS0614325586 as Ferrexpo CCC+ (negative
Notes due Rule 144A: Poltava GOK U.S.$500,000 7.875% per 7 April outlook)/
2016 US31529TAB98 Corporation) ,000 annum 2016 CCC $300,000,000
-------------- -------------- ------------------- -------------- ------------ ---------- --------------------- --------------
NEW NOTES
Issuer New Guarantors/Surety Issue Interest Final Expected Amortisation
Price Maturity Notes Schedule
Date Rating((1)
)
--------- ---------------------- ------- --------- ---------- -------------- -------------
Ferrexpo Ferrexpo 100% 10.375% 7 April Caa2/CCC+/CCC 50% 7
Finance plc, Ferrexpo per 2019 April
plc AG, Ferrexpo annum 2018
Middle East / 50%
FZE/Ferrexpo 7 April
Poltava 2019
Mining (previously
known as
Ferrexpo
Poltava
GOK Corporation)
--------- ---------------------- ------- --------- ---------- -------------- -------------
(1) This is an indicative rating to be confirmed on or prior to
the Early Settlement Date
Overview
The Issuer is inviting Holders (subject to the offer
restrictions referred to below) to offer to exchange their Existing
Notes pursuant to the Exchange Offer for (i) in respect of validly
submitted Exchange Instructions received by the Exchange Agent at
or prior to the Early Exchange Deadline, a combination of New Notes
and the Early Cash Consideration or (ii) in respect of validly
submitted Exchange Instructions received by the Exchange Agent at
or prior to the Final Exchange Deadline and after the Early
Exchange Deadline, New Notes.
The Exchange Offer is made on the terms and subject to the
conditions (including, but not limited to, the Minimum
Participation Condition) set out in the Exchange Offer
Memorandum.
Holders wishing to participate in the Exchange Offer on the
terms and subject to the conditions set out in the Exchange Offer
Memorandum, may, subject to the Minimum Participation
Consideration, in respect of an aggregate principal amount of
Existing Notes, offer to exchange those Existing Notes for:
i. in respect of validly submitted Exchange Instructions
received by the Exchange Agent at or prior to the Early Exchange
Deadline, a combination of (a) New Notes in an amount (subject to
rounding) equal to 80 per cent. of the aggregate principal amount
of Existing Notes, the subject of such Exchange Instruction(s) and
(b) the applicable Early Cash Consideration, plus Accrued Interest
and any applicable Cash Rounding Amount on the Early Settlement
Date; or
ii. in respect of validly submitted Exchange Instructions
received by the Exchange Agent at or prior to the Final Exchange
Deadline and after the Early Exchange Deadline, New Notes in an
aggregate principal amount equal to 100 per cent. of the aggregate
principal amount of Existing Notes, the subject of such Exchange
Instruction(s), plus Accrued Interest and any applicable Cash
Rounding Amount on the Final Settlement Date.
Purpose of the Exchange Offer
In light of the current iron ore price environment, the Issuer
would like to address the maturity profile of its debt portfolio so
that it better matches the expected cash generation of the
Group.
The Exchange Offer
Before making a decision whether to offer Existing Notes for
exchange, Holders should carefully consider all of the information
contained in the Exchange Offer Memorandum (including all of the
information in the Preliminary Prospectus) and, in particular, the
risk factors described or referred to in "Risk Factors and Other
Considerations" in the Exchange Offer Memorandum and the
Preliminary Prospectus Risk Factors.
The Minimum Participation Condition
The Issuer will only accept offers to exchange Existing Notes if
at least U.S.$300,000,000 in aggregate principal amount of Existing
Notes is validly offered by Holders for exchange in the Exchange
Offer as at the Early Exchange Deadline (unless such condition is
amended or waived by the Issuer in its sole discretion) (the
"Minimum Participation Condition").
Existing Notes exchanged on the Final Settlement Date - Accrued
Interest Payments
Holders that receive New Notes in exchange for Existing Notes on
the Final Settlement Date will receive New Notes that will have
Pre-Issuance Interest for the period from and including the Early
Settlement Date to, but not including, the Final Settlement Date.
Therefore, the Accrued Interest Payment in respect of the Existing
Notes exchanged on the Final Settlement Date will be reduced, but
not below zero, to offset the amount of any Pre-Issuance Interest
accrued with respect to the New Notes issued.
Listing of the New Notes
The Issuer intends to apply for the New Notes to be admitted to
the official list of the Irish Stock Exchange and to trading on the
Irish Stock Exchange's regulated market. The Issuer intends to
apply for such listing of the New Notes to be effective on or about
the Final Settlement Date but not on the Early Settlement Date.
Holders of Existing Notes whose Existing Notes are exchanged on the
Early Settlement Date for New Notes will receive unlisted New
Notes, pending the listing of such New Notes on or about the Final
Settlement Date.
Form and Denomination of New Notes
The New Notes will be issued in accordance with the terms and
conditions set out in the Preliminary Prospectus annexed in Annex I
to the Exchange Offer Memorandum, and will be issued in registered
form and shall be in denominations of U.S.$150,000 each and
integral multiples of U.S.$1,000 each in excess thereof.
Participation in the Exchange Offer
To receive New Notes and participate in the Exchange Offer,
Holders must validly offer for exchange Existing Notes by the
applicable Exchange Deadline with an aggregate principal amount of
at least the minimum denomination of the Existing Notes (the
"Minimum Offer Amount") such that a Holder is eligible to receive
as part of its Early Exchange Offer Consideration or its Base
Exchange Offer Consideration (as applicable), a principal amount of
New Notes of at least U.S.$150,000.
Where a Holder whose total holding of Existing Notes is less
than the Minimum Offer Amount submits an Exchange Instruction in
respect of such principal amount of Existing Notes, such Holder's
Exchange Instruction will be rejected.
Exchange Instructions will be irrevocable except in the limited
circumstances described in "Amendment and Termination" in the
Exchange Offer Memorandum.
Existing Notes not accepted for exchange in the Exchange Offer
or which do not meet the Minimum Offer Amount will remain
outstanding on the basis of their current terms and conditions.
Indicative Exchange Offer Timetable
Events Times and Dates
------------------------------------------- ----------------------------------
Commencement of the Exchange Offer
------------------------------------------- ----------------------------------
Exchange Offer announced. Exchange 19 January 2015
Offer Memorandum available from
the Exchange Agent.
------------------------------------------- ----------------------------------
Early Exchange Deadline
------------------------------------------- ----------------------------------
Deadline for receipt of valid Exchange 11:59 p.m. (New York time)
Instructions by the Exchange Agent on 2 February 2015
in order for Holders to be able
to participate in the Exchange Offer
and to be eligible to receive the
Early Exchange Offer Consideration.
------------------------------------------- ----------------------------------
Announcement of Results after the
Early Exchange Deadline
------------------------------------------- ----------------------------------
Announcement of whether the Issuer As soon as reasonably practicable
will accept valid offers of Existing after the Early Exchange
Notes for exchange received at or Deadline.
prior to the Early Exchange Deadline
pursuant to the Exchange Offer and,
if so accepted, (i) the aggregate
principal amount of such Existing
Notes accepted for exchange, (ii)
the satisfaction or waiver of the
Minimum Participation Condition,
(iii) the aggregate principal amount
of New Notes to be issued on the
Early Settlement Date, (iv) the
aggregate principal amount of Early
Cash Consideration to be paid on
the Early Settlement Date and (v)
the aggregate principal amount of
Existing Notes which will be outstanding
following the Early Settlement Date.
------------------------------------------- ----------------------------------
Early Settlement Date
------------------------------------------- ----------------------------------
Subject to satisfaction or waiver On or about 6 February
of the Minimum Participation Condition, 2015
expected settlement date for Existing
Notes which are the subject of valid
Exchange Instructions received by
the Exchange Agent at or prior to
the Early Exchange Deadline. Payment
of the Early Exchange Offer Consideration
and any Accrued Interest Payment
or Cash Rounding Amount (if applicable).
------------------------------------------- ----------------------------------
Final Exchange Deadline 11:59 p.m. (New York time)
Final deadline for receipt of valid on 17 February 2015
Exchange Instructions by the Exchange
Agent in order for Holders to participate
in the Exchange Offer and be eligible
to receive the Base Exchange Offer
Consideration.
------------------------------------------- ----------------------------------
Announcement of Results after the
Final Exchange Deadline
------------------------------------------- ----------------------------------
Announcement of whether the Issuer As soon as reasonably practicable
will accept valid offers of Existing after the Final Exchange
Notes for exchange pursuant to the Deadline.
Exchange Offer and, if so accepted,
the (i) aggregate principal amount
of Existing Notes received after
the Early Exchange Deadline but
at or prior to the Final Exchange
Deadline accepted for exchange,
(ii) aggregate principal amount
of New Notes to be issued on the
Final Settlement Date, (iii) total
aggregate principal amount of New
Notes to be issued pursuant to the
Exchange Offers and (iv) aggregate
principal amount of Existing Notes
which will be outstanding following
the Final Settlement Date.
------------------------------------------- ----------------------------------
Final Settlement Date
------------------------------------------- ----------------------------------
Subject to prior satisfaction or On or about 19 February
waiver of the Minimum Participation 2015
Condition, expected settlement date
for Existing Notes which are the
subject of valid Exchange Instructions
received by the Exchange Agent after
the Early Exchange Deadline but
at or prior to the Final Exchange
Deadline. Payment of the Base Exchange
Offer Consideration and any Accrued
Interest Payment or Cash Rounding
Amount (if applicable).
------------------------------------------- ----------------------------------
The above times and dates are subject to the right of the Issuer
to extend, re-open, amend, terminate and/or withdraw the Exchange
Offer (subject to applicable law and as provided in the Exchange
Offer Memorandum). Holders are advised to check with any bank,
securities broker or other intermediary through which they hold
Existing Notes when such intermediary needs to receive instructions
from a Holder in order for that Holder to be able to participate
in, or (in the limited circumstances in which revocation is
permitted) revoke their instruction to participate in, the Exchange
Offer before the applicable deadlines set out above. The deadlines
set by the Clearing Systems for the submission of Exchange
Instructions will also be earlier than the applicable deadlines
above. See "Procedures for Participating in the Exchange Offer" in
the Exchange Offer Memorandum.
Unless stated otherwise, announcements in relation to the
Exchange Offer will be found on the relevant Reuters International
Insider Screen and the website of the London Stock Exchange and be
made by (i) the issue of a press release to a Notifying News
Service and (ii) the delivery of notices to the Clearing Systems
for communication to Direct Participants. Copies of all such
announcements, press releases and notices can also be obtained from
the Exchange Agent, the contact details for which are at the bottom
of this announcement. Significant delays may be experienced where
notices are delivered to the Clearing Systems and Holders are urged
to contact the Exchange Agent for the relevant announcements during
the course of the Exchange Offer. In addition, holders of Existing
Notes may contact the Dealer Managers for information using the
contact details which are at the bottom of this announcement.
General
The Issuer may, in its sole discretion, extend, re-open, amend
or waive any condition of (including the Minimum Participation
Condition), or terminate the Exchange Offer at any time (subject to
applicable law and as provided in the Exchange Offer Memorandum).
Details of any such extension, re-opening, amendment, waiver,
termination or withdrawal will be announced as provided in this
announcement as soon as reasonably practicable after the relevant
decision is made.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Existing Notes when such
intermediary needs to receive instructions from a Holder in order
for that Holder to be able to participate in, or (in the limited
circumstances in which revocation is permitted) revoke their
instruction to participate in, the Exchange Offer before the
deadlines specified in the Exchange Offer Memorandum. The deadlines
set by each Clearing System for the submission and withdrawal of
Exchange Instructions will also be earlier than the relevant
deadlines specified in the Exchange Offer Memorandum.
For further information on the Exchange Offer and the further
terms and conditions on which the Exchange Offer is made, Holders
should refer to "Further Information and Terms and Conditions" in
the Exchange Offer Memorandum. Questions and requests for
assistance in connection with the (a) Exchange Offer may be
directed to the Dealer Managers, and (b) delivery of Exchange
Instructions may be directed to the Exchange Agent, the contact
details for all of which are below.
Noteholders are advised to read carefully the Exchange Offer
Memorandum for full details of and information on the procedures
for participating in the Exchange Offer.
Credit Suisse Securities (Europe) Limited and Morgan Stanley
& Co. International plc are acting as Dealer Managers and Lucid
Issuer Services Limited is acting as Exchange Agent.
Questions and requests for assistance in connection with the
Exchange Offer may be directed to either Dealer Manager.
Dealer Managers
Credit Suisse Securities (Europe)
Limited Morgan Stanley & Co. International
plc
One Cabot Square 25 Cabot Square
Canary Wharf Canary Wharf
London E14 4QA London E14 4QA
United Kingdom United Kingdom
Tel: +44 207 883 8763 Tel: +44 207 677 5040
Fax: +44 207 892 1310 Email: liabilitymanagementeurope@morganstanley.com
Attention: Liability Management Attention: Liability Management
Desk
Questions and requests for assistance in connection with the
delivery of Exchange Instructions may be directed to the Exchange
Agent.
Exchange Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: +44 (0) 20 7704 0880
Email: ferrexpo@lucid-is.com
Attention: Paul Kamminga
DISCLAIMERThis announcement must be read in conjunction with the
Exchange Offer Memorandum. This announcement and the Exchange Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Exchange
Offer. If you are in any doubt as to the contents of this
announcement or the Exchange 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 Existing 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 offer Existing Notes for
exchange pursuant to the Exchange Offer. None of the Dealer
Managers, the Exchange Agent or the Issuer makes any recommendation
as to whether Noteholders should offer Existing Notes for exchange
pursuant to the Exchange Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement, nor the Exchange Offer Memorandum
constitutes an invitation to participate in the Exchange Offer in
any jurisdiction in which, or to any person to or from whom, it is
unlawful to make such invitation or for there to be such
participation under applicable securities laws. The distribution of
this announcement and the Exchange Offer Memorandum in certain
jurisdictions may be restricted by law. Persons into whose
possession this announcement or the Exchange Offer Memorandum comes
are required by the Issuer, the Dealer Managers and the Exchange
Agent to inform themselves about, and to observe, any such
restrictions.
United States
Neither the Exchange Offer nor the New Notes has been registered
under the United States Securities Act of 1933 (the "Securities
Act") or any other securities laws and the Exchange Offer is only
directed at, and the New Notes are only being offered and will only
be issued to, holders of record of Existing Notes as of the Record
Date who can represent that they are either (i) "qualified
institutional buyers" ("QIBs") (as defined in Rule 144A ("Rule
144A") under the Securities Act) or (ii) outside the United States
and not U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")) and are lawfully able to
participate in the Exchange Offer in compliance with applicable
laws of applicable jurisdictions (each such person, an "Eligible
Holder"). Only Eligible Holders are authorised to receive or review
the Exchange Offer Memorandum or to participate in the Exchange
Offer. For a description of restrictions on transfer of the New
Notes, see "Selling and Transfer Restrictions" in the Preliminary
Prospectus.
Italy
None of the Exchange Offer, this announcement, the Exchange
Offer Memorandum or any other documents or materials relating to
the Exchange Offer have been or will be submitted to the clearance
procedure of the Commissione Nazionale per le Società e la Borsa
("CONSOB").
The Exchange Offer may only be 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
"Financial Services Act"), and article 35-bis, paragraph 4, of
CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Holders or beneficial owners of the Existing Notes can offer to
exchange some or all of the Existing Notes 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 Financial Services Act, CONSOB
Regulation No. 16190 of 29 October 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
respect of the Existing Notes and/or the Exchange Offer.
United Kingdom
The communication of this announcement and the Exchange Offer
Memorandum by the Issuer and any other documents or materials
relating to the Exchange Offer 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 (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 of the FSMA on the basis that
it is only directed at and may be communicated to (1) those persons
who are existing members or creditors of the Issuer or other
persons within Article 43 of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, and (2) to any other persons
to whom these documents and/or materials may lawfully be
communicated.
France
The Exchange Offer is not being made, directly or indirectly, to
the public in the Republic of France ("France"). Neither this
announcement, the Exchange Offer Memorandum nor any other documents
or offering materials relating to the Exchange Offer have been or
shall be distributed to the public in France and only (a) 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) ,
as defined in, and in accordance with, Articles L.411-2-II-1 and
D.321-1 of the French Code monétaire et financier and/or (b)
qualified investors (investisseurs qualifiés) acting for their own
account, other than individuals, as defined in, and in accordance
with, Articles L.411-2-II-2, D.411-1 D.744-1, D.754-1 and D.764-1
of the French Code monétaire et financier are eligible to
participate in the Exchange Offer. This announcement and the
Exchange Offer Memorandum have not been and will not be submitted
for clearance to nor approved by the Autorité des marchés
financiers ("AMF").
Pursuant to Article 211-3 of the General Regulation of the AMF,
Holders and any Direct Participant are informed that the New Notes
cannot be distributed (directly or indirectly) to the public in
France otherwise than in accordance with Articles L.411-1, L.411-2,
L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et
financier.
Belgium
Neither this announcement, the Exchange Offer Memorandum nor any
other documents or materials relating to the Exchange Offer have
been submitted to or will be submitted for approval or recognition
to the Financial Services and Markets Authority ("Autorité des
services et marches financiers / Autoriteit financiële diensten en
markten") and, accordingly, the Exchange Offer may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6
of the Belgian Law of 1 April 2007 on public takeover bids (the
"Belgian Takeover Law") or as defined in Article 3 of the Belgian
Law of 16 June 2006 on the public offer of placement instruments
and the admission to trading of placement instruments on regulated
markets (the "Belgian Prospectus Law"), both as amended or replaced
from time to time. Accordingly, the Exchange Offer may not be
advertised and the Exchange Offer will not be extended, and neither
this announcement, the Exchange Offer Memorandum nor any other
documents or materials relating to the Exchange Offer (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 (i) to
persons which are "qualified investors" in the sense of Article 10
of the Belgian Prospectus Law, acting on their own account; or (ii)
in any other circumstances set out in Article 6, --4 of the Belgian
Takeover Law and Article 3, --4 of the Belgian Prospectus Law. This
announcement and the Exchange Offer Memorandum has been issued only
for the personal use of the above qualified investors and
exclusively for the purpose of the Exchange Offer. Accordingly, the
information contained in this announcement and the Exchange Offer
Memorandum may not be used for any other purpose or disclosed to
any other person in Belgium.
General
Neither this announcement nor the Exchange Offer Memorandum
constitutes an offer to sell or buy or the solicitation of an offer
to sell or buy the Existing Notes and/or New Notes, as applicable,
(and offers of Existing Notes for exchange pursuant to the Exchange
Offer will not be accepted from Holders) in any circumstances in
which such offer or solicitation is unlawful. In those
jurisdictions where the securities, blue sky or other laws require
the Exchange Offer to be made by a licensed broker or dealer and
either of the Dealer Managers or any of their respective affiliates
is such a licensed broker or dealer in any such jurisdiction, that
Exchange 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.
Each Holder participating in the Exchange Offer will be deemed
to give certain representations in respect of the jurisdictions
referred to above and generally as set out in the section of the
Exchange Offer Memorandum entitled "Procedures for Participating in
the Exchange Offer". Any offer of Existing Notes for exchange
pursuant to the Exchange Offer from a Holder that is unable to make
these representations will not be accepted. Each of the Issuer, the
Dealer Managers and the Exchange Agent reserves the right, in its
absolute discretion, to investigate, in relation to the offer of
Existing Notes for exchange pursuant to the Exchange Offer, whether
any such representation given by a Holder 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
offer shall not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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