Aroundtown SA (IRSH)
Aroundtown SA announces offer to the holders of its EUR 600,000,000
(EUR 210,500,000 outstanding) 1.5% Notes due 2022 and EUR 550,000,000
2.125% Notes due 2023 (EUR 151,000,000 outstanding) to tender such Notes
for purchase for cash.
15-Jul-2020 / 12:41 CET/CEST
Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.
*NOT FOR DISTRIBUTION 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
(THE 'UNITED STATES') OR IN OR INTO OR TO ANY PERSON RESIDENT OR LOCATED IN
ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO PUBLISH OR DISTRIBUTE THIS
DOCUMENT.*
*15 July 2020*
*Aroundtown SA announces offer to the holders of its EUR 600,000,000
(EUR 210,500,000 outstanding) 1.5% Notes due 2022 and EUR 550,000,000
2.125% Notes due 2023 (EUR 151,000,000* *outstanding) to tender such Notes
for purchase for cash.*
The Board of Directors of Aroundtown SA (the '*Company*') has decided today
to offer to the holders of its (i) EUR 600,000,000 1.5% Notes due 2022 with
a principal amount outstanding of EUR 210,500,000 (the '*2022 Notes*') to
tender the 2022 Notes for purchase by the Company for cash (the '*2022
Offer*') and (ii) EUR 550,000,000 2.125% Notes due 2023 with a principal
amount outstanding of EUR 151,000,000 (the '*2023 Notes*' and, together
with the 2022 Notes, the '*Notes*') to tender the 2023 Notes for purchase by
the Company for cash (the '*2023 Offer*' and, together with the 2022 Offer,
the '*Offers*').
The Offers shall be subject to the terms and conditions set out in the
tender offer memorandum dated 15 July 2020 (the '*Tender Offer Memorandum*')
prepared by the Company.
Capitalised terms used in this announcement but not defined have the
meanings given to them in the Tender Offer Memorandum.
*Material pricing terms*
*2022
Max- *2022 *Amount
imum Clear subject
*Description *Outstanding Offer ing to the
of the * *ISIN / Principal *Bench Sprea Sprea 2022
*2022 Notes* Common Code* Amount* mark* d* d* Offer*
EUR 600,000 XS1403685636 EUR 2022 55 To be Any and
,000 / 140368563 210,500,000 Inter bps deter all at
1.5 per polated -mine the
cent. notes Mid-Swap d. 2022
due 2022 Rate Maximum
Offer
Spread;
as
further
described
in the
Tender
Offer
Memorandu
m
*2023
Max-i *2023 *Amount
mum Clear subject
*Description *Outstanding Offer ing to the
of the *ISIN / Principal *Bench Sprea Sprea 2023
2023 Notes* Common Code* Amount* mark* d* d* Offer*
EUR 550,000 XS1532877757 EUR 2023 80 To be Any and
,000 2.125 / 153287775 151,000,000 Inter bps deter all at
per cent. polated -mine the
notes Mid-Swap d. 2023
due 2023 Rate Maximum
Offer
Spread;
as
further
described
in the
Tender
Offer
Memorandu
m
If after the Settlement Date purchases (and corresponding cancellations)
and/or redemptions should have been effected in respect of 80 per cent or
more in aggregate principal amount of the 2022 Notes or the 2023 Notes
originally issued, the Company will have the option to redeem all of the
then outstanding 2022 Notes or 2023 Notes, as applicable, at their principal
amount, together with accrued but unpaid interest, if any, to (but
excluding) the relevant redemption date pursuant to the terms and conditions
of such Notes.
As of the date hereof, an aggregate principal amount of EUR 210,500,000 of
the 2022 Notes is outstanding, with 64.92% of the aggregate principal amount
of the 2022 Notes originally issued having been cancelled. In addition, the
Company holds 2022 Notes in a principal amount of EUR 4,000,000 in
treasury. As of the date hereof, an aggregate principal amount of
EUR 151,000,000 of the 2023 Notes is outstanding, with 72.55% of the
aggregate principal amount of the 2023 Notes originally issued having been
cancelled.
*Rationale for the Offers*
The offer is following the Company's liability management strategy, both
reducing the cost of debt and extending the average debt maturity period.
Furthermore, following the Company's long term strategic goal to achieve an
'A' global rating, the Company would like to have the option to redeem
shorter and more expensive debt.
*2022 Offer and Modified Dutch Auction Procedure*
Subject to the Minimum Denomination (as defined in the Tender Offer
Memorandum), the 2022 Purchase Price will be determined pursuant to a
modified Dutch auction procedure, as described in the Tender Offer
Memorandum. Under the modified Dutch auction procedure, the Company will
announce as soon as reasonably practicable after the Pricing Time on the
Pricing Date (a) the 2022 Final Acceptance Amount and (b) the price it will
pay for such 2022 Notes (the '*2022 Purchase Price* '), taking into account
the principal amount of 2022 Notes so tendered and the 2022 Offer Spreads
specified (or deemed to be specified, as set out below) by tendering
Noteholders in respect of 2022 Notes (and therefore the 2022 Purchase
Yield). The 2022 Purchase Price (if any) will represent the lowest price
that will enable the Company to purchase an aggregate principal amount of
2022 Notes which equals the 2022 Final Acceptance Amount.
The 2022 Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the principal amount of the 2022
Notes accepted for purchase pursuant to the 2022 Offer, and is intended to
reflect a yield to maturity of the 2022 Notes on the Settlement Date based
on the 2022 Purchase Yield. Specifically, the 2022 Purchase Price will equal
(a) the value of all remaining payments of principal and interest on the
Notes up to and including the scheduled maturity date of the 2022 Notes,
discounted to the Settlement Date at a discount rate equal to the 2022
Purchase Yield (calculated as the sum of the 2022 Clearing Spread and the
2022 Interpolated Mid-Swap Rate), minus (b) Accrued Interest.
The 2022 Clearing Spread shall be the lower of (i) 55 basis points (the
'*2022 Maximum Offer Spread*') and (ii) a single spread specified in 2022
Competitive Tender Instructions by tendering Noteholders, such that (i) or
(ii) will enable the Company to purchase its desired principal amount of
2022 Notes. If no 2022 Competitive Tender Instructions are tendered, the
2022 Clearing Spread will be the 2022 Maximum Offer Spread.
The 2022 Clearing Spread will apply to all 2022 Notes accepted for purchase,
irrespective of whether a 2022 Competitive Tender Instruction or 2022
Non-Competitive Tender Instruction is submitted in respect of such 2022
Notes.
*2023 Offer and Modified Dutch Auction Procedure*
Subject to the Minimum Denomination (as defined in the Tender Offer
Memorandum), the 2023 Purchase Price will be determined pursuant to a
modified Dutch auction procedure, as described in the Tender Offer
Memorandum. Under the modified Dutch auction procedure, the Company will
announce as soon as reasonably practicable after the Pricing Time on the
Pricing Date (a) the 2023 Final Acceptance Amount and (b) the price it will
pay for such 2023 Notes (the '*2023 Purchase Price*'), taking into account
the principal amount of 2023 Notes so tendered and the 2023 Offer Spreads
specified (or deemed to be specified, as set out below) by tendering
Noteholders in respect of 2023 Notes (and therefore the 2023 Purchase
Yield). The 2023 Purchase Price (if any) will represent the lowest price
that will enable the Company to purchase an aggregate principal amount of
2023 Notes which equals the 2023 Final Acceptance Amount.
The 2023 Purchase Price will be determined in accordance with market
convention and expressed as a percentage of the principal amount of the 2023
Notes accepted for purchase pursuant to the 2023 Offer, and is intended to
reflect a yield to maturity of the 2023 Notes on the Settlement Date based
on the 2023 Purchase Yield. Specifically, the 2023 Purchase Price will equal
(a) the value of all remaining payments of principal and interest on the
Notes up to and including the scheduled maturity date of the 2023 Notes,
discounted to the Settlement Date at a discount rate equal to the 2023
Purchase Yield (calculated as the sum of the 2023 Clearing Spread and the
2023 Interpolated Mid-Swap Rate), minus (b) Accrued Interest.
The 2023 Clearing Spread shall be the lower of (i) 80 basis points (the
'*2023 Maximum Offer Spread*') and (ii) a single spread specified in 2023
Competitive Tender Instructions by tendering Noteholders, such that (i) or
(ii) will enable the Company to purchase its desired principal amount of
2023 Notes. If no 2023 Competitive Tender Instructions are tendered, the
2023 Clearing Spread will be the 2023 Maximum Offer Spread.
The 2023 Clearing Spread will apply to all 2023 Notes accepted for purchase,
irrespective of whether a 2023 Competitive Tender Instruction or 2023
Non-Competitive Tender Instruction is submitted in respect of such 2023
Notes.
*Accrued Interest*
The Company will also pay an Accrued Interest Payment in respect of Notes
validly tendered and delivered and accepted for purchase by the Company
pursuant to the Offers.
*Final Acceptance Amount*
The Company is not under any obligation to accept for purchase any Notes
tendered pursuant to any Offer. The acceptance for purchase by the Company
of Notes tendered pursuant to an Offer is at the sole discretion of the
Company and tenders may be rejected by the Company for any, or no, reason.
On or prior to the Settlement Date, the 2022 Final Acceptance Amount and the
2023 Final Acceptance Amount will be determined by the Company in its sole
discretion at or around the Pricing Time on the Pricing Date and will be
announced by the Company as soon as reasonably practicable after the Pricing
Time on the Pricing Date.
*Scaling of Tender Offers for the 2022 Notes*
In the circumstances (described in the Tender Offer Memorandum) in which
2022 Notes validly tendered pursuant to the 2022 Offer are to be accepted on
a _pro rata_ basis, each such tender of 2022 Notes will be scaled by a
factor (the '*2022* *Scaling Factor*') equal to (i) the 2022 Final
Acceptance Amount less the aggregate principal amount of the 2022 Notes 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
principal amount of the 2022 Notes that have been validly tendered and are
subject to acceptance on a _pro rata_ basis (subject to adjustment to allow
for the aggregate principal amount of 2022 Notes accepted for purchase,
following the rounding of tenders of such 2022 Notes described in the next
sentence, to equal the 2022 Final Acceptance Amount exactly). Each tender of
2022 Notes that is scaled in this manner will be rounded down to the nearest
EUR 1,000.
Each tender of 2022 Notes that is subject to scaling will be rounded to the
nearest EUR 1,000 in nominal amount (and subject to a minimum amount of
EUR 100,000). In addition, in the event of any such scaling, the Company
will use reasonable endeavors to apply pro rata scaling (to the extent
practicable, and adjusted as may be applicable) to each valid tender of 2022
Notes in such a manner as will result in both:
* the relevant Noteholder transferring to the Company an aggregate nominal
amount of 2022 Notes; and
* the relevant Noteholder's residual amount of 2022 Notes (being the nominal
amount of the 2022 Notes the subject of the relevant Tender Instruction that
are not accepted for purchase by virtue of such scaling),
amounting, in each case, to either (i) at least EUR 100,000 or (ii) zero,
and the Company therefore reserves the right (but shall not be obliged) to
adjust the 2022 Scaling Factor applicable to any relevant Tender Instruction
accordingly.
*Scaling of Tender Offers for the 2023 Notes*
In the circumstances (described in the Tender Offer Memorandum) in which
2023 Notes validly tendered pursuant to the 2023 Offer are to be accepted on
a _pro rata_ basis, each such tender of 2023 Notes will be scaled by a
factor (the '*2023* *Scaling Factor*') equal to (i) the 2023 Final
Acceptance Amount less the aggregate principal amount of the 2023 Notes 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
principal amount of the 2023 Notes that have been validly tendered and are
subject to acceptance on a _pro rata_ basis (subject to adjustment to allow
for the aggregate principal amount of 2023 Notes accepted for purchase,
following the rounding of tenders of such 2023 Notes described in the next
sentence, to equal the 2023 Final Acceptance Amount exactly). Each tender of
2023 Notes that is scaled in this manner will be rounded down to the nearest
EUR 1,000.
Each tender of 2023 Notes that is subject to scaling will be rounded to the
nearest EUR 1,000 in nominal amount (and subject to a minimum amount of
EUR 100,000). In addition, in the event of any such scaling, the Company
will use reasonable endeavors to apply pro rata scaling (to the extent
practicable, and adjusted as may be applicable) to each valid tender of 2023
Notes in such a manner as will result in both:
* the relevant Noteholder transferring to the Company an aggregate nominal
amount of 2023 Notes; and
* the relevant Noteholder's residual amount of 2023 Notes (being the nominal
amount of the 2023 Notes the subject of the relevant Tender Instruction that
are not accepted for purchase by virtue of such scaling),
amounting, in each case, to either (i) at least EUR 100,000 or (ii) zero,
and the Company therefore reserves the right (but shall not be obliged) to
adjust the 2023 Scaling Factor applicable to any relevant Tender Instruction
accordingly.
*Total Amount Payable to Noteholders*
If, in respect of the 2022 Notes or the 2023 Notes, as applicable, the
Company decides to accept valid tenders of Notes pursuant to the Offers, the
total consideration that will be payable to each Noteholder on the
Settlement Date for the Notes accepted for purchase from such Noteholder
will be an amount (rounded to the nearest EUR 0.01, with EUR 0.005 being
rounded upwards) equal to the sum of:
(a) the product of (i) the aggregate principal amount of the Notes accepted
for purchase from such Noteholder pursuant to the Offers and (ii) the
relevant Purchase Price; and
(b) the Accrued Interest Payment on the Notes.
The Purchase Price will be determined in accordance with market convention,
at the Pricing Time on the Pricing Date in the manner described in the
Tender Offer Memorandum.
*Expected Timetable of Key Events*
The following table sets forth the expected dates and times of the key
events relating to the Offers. The times and dates below are indicative only
and subject to changes.
*Events* *Times and Dates *
(All times are CEST)
*Commencement of the Offers*
15 July 2020
Announcement of the Offers made by
publication on the website of the
Irish Stock Exchange trading as
Euronext Dublin at www.ise.ie [1]
and through the Clearing Systems.
Tender Offer Memorandum available
from the Tender Agent.
*Expiration Deadline*
5:00 p.m. on 21 July 2020
Final deadline for receipt of
valid Tender Instructions by the
Tender Agent in order for
Noteholders to be able to
participate in the Offers.
*Announcement of Indicative
Results* As soon as reasonably
practicable after the
Announcement by the Company of Expiration Deadline
whether it intends to accept valid
tenders of Notes pursuant to the
Offers and, if so accepted,
details of (i) the indicative
aggregate principal amount of each
series of Notes to be accepted for
purchase pursuant to the Offers,
(ii) the indicative 2022 Clearing
Spread, if applicable, (iii) the
indicative 2022 Scaling Factor, if
applicable, (iv) the indicative
2023 Clearing Spread, if
applicable and (v) the indicative
2023 Scaling Factor, if
applicable.
*Pricing Date and Pricing Time*
22 July 2020 at or around
Determination of (i) the 2022 12:00 noon
Final Acceptance Amount, (ii) the
2022 Interpolated Mid-Swap Rate,
(iii) the 2022 Clearing Spread,
(iv) the 2022 Purchase Yield, (v)
the 2022 Purchase Price, (vi) any
2022 Scaling Factor, (vii) the
2023 Final Acceptance Amount,
(viii) the 2023 Interpolated
Mid-Swap Rate, (ix) the 2023
Clearing Spread, (x) the 2023
Purchase Yield, (xi) the 2023
Purchase Price and (xii) any 2023
Scaling Factor.
*Announcement of Offer Results*
As soon as reasonably
Announcement, in respect of each practicable after the Pricing
series of Notes, of (i) whether Time on the Pricing Date
the Company will accept valid
tenders of Notes pursuant to the
Offers and, if so accepted, (ii)
the 2022 Final Acceptance Amount,
(iii) the 2022 Interpolated
Mid-Swap Rate, (iv) the 2022
Clearing Spread, (v) the 2022
Purchase Yield, (vi) the 2022
Purchase Price, (vii) any 2022
Scaling Factor, (viii) the 2023
Final Acceptance Amount, (ix) the
2023 Interpolated Mid-Swap Rate,
(x) the 2023 Clearing Spread, (xi)
the 2023 Purchase Yield, (xii) the
2023 Purchase Price and (xiii) any
2023 Scaling Factor.
*Settlement Date*
Expected to be 24 July 2020
Expected Settlement Date for the
Offers.
The Company may, subject to applicable laws, at its option and in its sole
discretion, at any time before any acceptance by it of any Notes tendered
for purchase in the Offers extend each of the dates above (in which case all
references in the Tender Offer Memorandum to such extended date will, unless
the context otherwise requires, be to the latest time and date to which such
date has been so extended).
*Tender Instructions*
In order to participate in, and be eligible to receive the relevant Purchase
Price and the relevant Accrued Interest Payment pursuant to each of the
Offers, Noteholders must validly tender their Notes by delivering, or
arranging to have delivered on their behalf, a valid Tender Instruction in
respect of each relevant series of Notes held by such Noteholders that is
received by the Tender Agent by the Expiration Deadline. See '_Procedures
for Participating in the Offers_' in the Tender Offer Memorandum.
Noteholders are advised to check with any bank, securities broker or other
intermediary through which they hold Notes when such intermediary would need
to receive instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which revocation
is permitted) revoke their instruction to participate in, an Offer before
the deadlines specified in the Tender Offer Memorandum. The deadlines set by
any such intermediary and each Clearing System for the submission of Tender
Instructions may be earlier than the relevant deadlines specified above.
*General*
The complete terms and conditions of the Offers are set forth in the Tender
Offer Memorandum, which will be sent to eligible Noteholders at their
request. Noteholders are urged to read the Tender Offer Memorandum
carefully.
The Company is not under any obligation to accept any tender of Notes for
purchase pursuant to the Offers. Tenders of Notes for purchase may be
rejected in the sole and absolute discretion of the Company for any reason,
and the Company is not under any obligation to Noteholders to furnish any
reason or justification for refusing to accept a tender of Notes for
purchase. *For example, tenders of Notes for purchase may be rejected if the
Offers are terminated if the Offers do not comply with the relevant
requirements of a particular jurisdiction or for any other reason.*
Notes that are not successfully tendered for purchase pursuant to the Offers
will remain outstanding.
Noteholders are advised that the Company may, in its sole discretion, accept
tenders of Notes pursuant to the relevant Offer on more than one date if
such Offer is extended or re-opened.
The Company has retained Citigroup Global Markets Limited and Deutsche Bank
Aktiengesellschaft to act as the Dealer Managers (the '*Dealer Managers*')
and Lucid Issuer Services Limited to act as the Tender Agent (the '*Tender
Agent*'). Questions or requests for assistance concerning the terms of the
Offers should be directed to the Dealer Manager or the Tender Agent at:
*Contact Details:*
*THE DEALER MANAGERS*
*Citigroup Global Markets Limited*
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Attention: Liability Management Group
Email: liabilitymanagement.europe@citi.com
*Deutsche Bank Aktiengesellschaft*
Mainzer Landstrasse 11-17
60329 Frankfurt am Main
Germany
Telephone: +44 20 7545 8011
Attention: Liability Management Group
*THE TENDER AGENT*
*Lucid Issuer Services Limited*
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: aroundtown@lucid-is.com
This announcement is made by the Company:
*Aroundtown SA*
40, Rue du Curé
L-1368 Luxembourg
Grand Duchy of Luxembourg
*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 broker, 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 Tender Agent and the Company makes
any recommendation as to whether Noteholders should tender Notes for
purchase pursuant to the Offers.
None of the Dealer Managers, the Tender Agent and any of their respective
directors, officers, employees, agents or affiliates assumes any
responsibility for the accuracy or completeness of the information
concerning the Company, the Notes or the Offers contained in this
announcement or in the Tender Offer Memorandum. None of the Company, the
Dealer Managers, the Tender Agent, or any director, officer, employee, agent
or affiliate of any such person, is acting for any Noteholder, or will be
responsible to any Noteholder for providing any protections which would be
afforded to its clients or for providing advice in relation to the Offers,
and accordingly none of the Company, the Dealer Managers, the Tender Agent,
or any director, officer, employee, agent or affiliate of any such person,
makes any recommendation as to whether Noteholders should tender Notes in
the Offers. None of the Dealer Managers, the Tender Agent nor any of their
respective directors, officers, employees, agents or affiliates assumes any
responsibility for any failure by the Company to disclose information with
regard to the Company or the Notes which is material in the context of the
Offers and which is not otherwise publicly available.
* * * * *
*Offer and distribution restrictions*
Neither this announcement, 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 in 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 the
Dealer Managers 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 Managers or such affiliate, as the case may be, on
behalf of the Company in such jurisdiction.
The distribution of this announcement and the Tender Offer Memorandum in
certain jurisdictions is restricted by law. Persons into whose possession
this announcement or the Offers come are required by the Company, the Dealer
Managers and the Tender Agent to inform themselves about, and to observe,
any such restrictions.
In addition to the representations referred to below in respect of the
United States, each Noteholder participating in an Offer will also be deemed
to give certain representations, acknowledgements, warranties and
undertakings and make certain agreements in respect of the other
jurisdictions referred to below and generally as set out in the Tender Offer
Memorandum. Any tender of Notes for purchase pursuant to an Offer from a
Noteholder that is unable to make these representations will not be
accepted. Each of the Company, the Dealer Managers and the Tender Agent
reserves the right, in their 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 Company determines (for any
reason) that such representation is not correct, such tender will not be
accepted.
*United States*
The Offers are not being made, and will not be made, directly or indirectly
in or into, or by use of the mails 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 Notes may not be tendered
in the 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 the Tender Offer Memorandum and any other
documents or materials relating to the 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 and the Notes cannot be tendered in
the Offers by any such use, means, instrumentality or facility or from or
within or by persons located or resident in the United States. Any purported
tender of Notes in an Offer resulting directly or indirectly from a
violation of these restrictions will be invalid and any purported tender of
Notes made by any person acting for the account or benefit of, a person
resident or located 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 holder of Notes participating in an Offer will represent that it is not
located in the United States and is not participating in such Offers from
the United States, or it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an order to
participate in such 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 Northern 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 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 of the Financial Services and Markets
Act 2000. 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, and may only be acted upon by,
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 (the
'*Financial Promotion Order*')) or persons who are within Article 43 of the
Financial Promotion Order or any other persons to whom it may otherwise
lawfully be made under the Financial Promotion Order.
*Italy*
None of the Offers, the Tender Offer Memorandum and any other document or
materials relating to the Offers has been or will be submitted to the
clearance procedures of the _Commissione Nazionale per le Società e la Borsa
_('*CONSOB*') pursuant to Italian laws and regulations. The Offers are being
carried out in 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 3 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended (the '*Issuers'
Regulation*'). Noteholders or beneficial owners of the Notes can tender some
or all of their Notes pursuant to the Offers 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. 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 connection with the
Notes or the Offers.
*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 document or material relating to the Offers has 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 for their own
account, 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 documents or materials relating to the Offers have not been and will
not be submitted for clearance to nor approved by the _Autorité des Marchés
Financiers_.
ISIN: LU1673108939, XS1227093611, XS1336607715, XS1403685636,
XS1449707055, XS1532877757, XS1540071724, XS1586386739,
XS1649193403, XS1700429308, XS1715306012, XS1761721262,
XS1815135352, XS1753814141, CH0398677689, XS1857310814
Category Code: MSCL
TIDM: IRSH
LEI Code: 529900H4DWG3KWMBMQ39
OAM Categories: 3.1. Additional regulated information required to be
disclosed under the laws of a Member State
Sequence No.: 75768
EQS News ID: 1094077
End of Announcement EQS News Service
1: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=41ab04775a44446656101f7ed308a713&application_id=1094077&site_id=vwd&application_name=news
(END) Dow Jones Newswires
July 15, 2020 06:41 ET (10:41 GMT)
