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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) ("U.S. PERSON") OR IN OR INTO 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 (THE "UNITED STATES")) OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
(SEE "OFFER RESTRICTIONS" BELOW)
10 October 2022
Shawbrook Group plc (incorporated with limited liability in England and Wales with Registered Number 07240248) Legal Entity Identifier (LEI): 21380071539WSMTM4410 ANNOUNCES INVITATION TO HOLDERS TO EXCHANGE £125,000,000 FIXED RATE RESET PERPETUAL ADDITIONAL TIER 1 WRITE DOWN CAPITAL SECURITIES (XS1731676794) ISSUED BY THE OFFEROR (THE "EXISTING SECURITIES") FOR NEW STERLING-DENOMINATED FIXED RATE RESET PERPETUAL ADDITIONAL TIER 1 WRITE DOWN CAPITAL SECURITIES (THE "NEW SECURITIES") TO BE ISSUED BY THE OFFEROR On the terms of and subject to the conditions contained in an exchange offer memorandum dated 10 October 2022 (the "Exchange Offer Memorandum"), Shawbrook Group plc (the "Offeror") has today invited all Holders of the Existing Securities who are Eligible Persons to Offer to Exchange any and all of their outstanding Existing Securities for New Securities to be issued by the Offeror (the "Exchange Offer"). Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Exchange Offer Memorandum. The Exchange Offer Memorandum is available from the Exchange Agent (whose contact details can be found below).
THE EXCHANGE OFFER Certain Details of the Existing Securities The table below identifies certain key characteristics of the Existing Securities which are subject to the Exchange Offer.
Subject to the Existing Securities Conditions, the Offeror will pay, or procure payment to, Holders who are Eligible Persons, in respect of their Existing Securities which are accepted for exchange, the Accrued Interest Amount on the Settlement Date. The Accrued Interest Amount is part of the consideration under the Exchange Offer and not, for the avoidance of doubt, as a payment on the Existing Securities.
Certain Details of the New Securities The table below identifies certain key characteristics of the New Securities to be issued by the Offeror pursuant to the Exchange Offer.
The New Securities will be in registered form in denominations of £200,000 and integral multiples of £1,000 in excess thereof.
Application will be made to the London Stock Exchange for the New Securities to be admitted to trading on the London Stock Exchange's International Securities Market. Such admission is expected to occur on (or about) the Settlement Date.
Further details of the New Securities are set out in the Exchange Offer Memorandum.
The Offeror reserves the right, at its absolute discretion, to issue further securities for cash on the Settlement Date which will comprise the same series as and be fungible with the New Securities (the "Further New Securities") Any Further New Securities will be issued at an issue price of 100 per cent. of the principal amount thereof. However, there can be no guarantee that any such Further New Securities will be issued and any issue of Further New Securities will not impact the Offeror's decision in relation to its right to redeem the Existing Securities on the Existing Securities First Reset Date, as outlined above.
Purpose of the Exchange Offer The Offeror is undertaking the Exchange Offer in order to provide the Holders of the Existing Securities, in recognition of the importance of their long-term investment in the Offeror, with an opportunity to exchange their Existing Securities for New Securities with an initial rate of interest to be the sum of the (x) New Securities Reference Rate and (y) 8.099 per cent. per annum (being the Benchmark Gilt Margin under the Existing Securities of 7.099 per cent. plus an additional 1.000 per cent.).
After considering potential options, the Offeror does not intend to exercise its option to redeem the Existing Securities on the Existing Securities First Reset Date. Any Holder that does not validly Offer to Exchange Existing Securities pursuant to the Exchange Offer or whose Offer to Exchange Existing Securities is not accepted will continue to hold the Existing Securities. From (and including) 8 December 2022 to (but excluding) 8 December 2027, the interest rate in respect of the Existing Securities will reset, and the Existing Securities will bear interest which is calculated in accordance with the Existing Securities Conditions at a rate which is the sum of the Benchmark Gilt Reset Reference Rate (as defined in the Existing Securities Conditions) in respect of such period plus the Benchmark Gilt Margin under the Existing Securities of 7.099 per cent. per annum (it being the case that the Mid-Swap Reset Reference Rate is no longer available for such purpose).
The Exchange Offer has been structured considering the long-term support of the Offeror's AT1 investor base. The Offeror is offering an additional 1.000 per cent. on the margin to determine the initial rate of interest under the New Securities compared to the Benchmark Gilt Margin under the Existing Securities of 7.099 per cent.
Support of Existing Holders
Prior to the date of this announcement, the Offeror has discussed the Exchange Offer with a number of Holders who are Eligible Persons and who, the Offeror understands, hold 89 per cent. of the Outstanding Principal Amount of the Existing Securities (the "Engaged Existing Holders"). After discussing with the Offeror, the Engaged Existing Holders have indicated they are supportive of the 1.000 per cent. premium to the reset of the Existing Securities and intend to exchange their full holding into the New Securities, which represents a nominal amount of £111,693,000. However, no assurance is given by the Offeror that the Engaged Existing Holders will Offer to Exchange (in whole or in part) the Existing Securities that they hold.
Offers to Exchange Holders of Existing Securities should refer to the detailed terms of the Exchange Offer Memorandum in order to ascertain how to validly Offer to Exchange their Existing Securities in accordance with the terms of the Exchange Offer and the requirements of the relevant Clearing System(s).
Notwithstanding any other provision of the Exchange Offer Memorandum, whether the Offeror accepts Offers to Exchange from Holders is at its sole and absolute discretion and the Offeror may decide not to accept Offers to Exchange for any reason.
Holders whose Existing Securities Offered for Exchange are not accepted, or who do not participate in the Exchange Offer, will not be eligible to receive New Securities in exchange for such Existing Securities and will continue to hold such Existing Securities subject to their terms and conditions. Such Holders should refer to the first footnote in the table titled "Certain Details of the Existing Securities" above for further details as to the Offeror's future intentions regarding the Existing Securities.
None of the Offeror, the Dealer Managers, the Trustee or the Exchange Agent (or their respective directors, officers, employees, agents, advisors or affiliates) makes any representation or recommendation whatsoever regarding the Exchange Offer Memorandum or the Exchange Offer, or any recommendation as to whether Holders of Existing Securities should participate in the Exchange Offer.
Minimum Offer Amount No Offer to Exchange Existing Securities will be accepted by the Offeror unless such Offer to Exchange Existing Securities relates to an aggregate principal amount of Existing Securities of at least £200,000 (the "Minimum Offer Amount"). In order to be eligible to receive New Securities in the Exchange Offer, a Holder that holds Existing Securities having an aggregate principal amount less than the Minimum Offer Amount must first acquire such further Existing Securities as is necessary for that Holder to be able to Offer for Exchange the Minimum Offer Amount by the Expiration Time. Where a Holder submits an Exchange Instruction in respect of a principal amount of Existing Securities of less than the Minimum Offer Amount, or in respect of a principal amount of Existing Securities which is not an integral multiple of £1,000, such Holder's Exchange Instruction will be rejected.
Minimum New Issue Size The Exchange Offer is conditional upon receiving valid Offers to Exchange that, if and when accepted, would result in the Offeror issuing New Securities in an aggregate principal amount which satisfies the Minimum New Issue Size Condition (being £100,000,000).
If the Minimum New Issue Size Condition for the New Securities is not satisfied, the Offeror reserves the right (at its sole discretion) to waive the Minimum New Issue Size Condition or reduce the Minimum New Issue Size and (subject as described in "Terms of the Exchange Offer - 11. Revocation Rights" in the Exchange Offer Memorandum) to proceed with the Exchange Offer.
Accrued Interest Amounts Holders who validly Offer to Exchange their Existing Securities at or prior to the Expiration Time and whose Offers to Exchange are accepted will receive New Securities with a principal amount equal to the aggregate principal amount of such Existing Securities accepted for exchange, subject to the requirement for each Holder to exchange at least the Minimum Offer Amount and a principal amount which is an integral multiple of £1,000.
Each such Holder will also be entitled to receive the Accrued Interest Amount in respect of their Existing Securities so accepted for exchange. The Accrued Interest Amount is part of the consideration under the Exchange Offer and not, for the avoidance of doubt, as a payment on the Existing Securities.
Accordingly, Holders whose Existing Securities are accepted for exchange pursuant to the Exchange Offer will not be entitled to receive any payment pursuant to the terms of such Existing Securities in respect of accrued and unpaid interest.
EXPECTED TIMETABLE The following table sets out the expected dates and times of the key events relating to the Exchange Offer. This is an expected timetable and is subject to change.
Holders are advised to check with any bank, securities broker or other Intermediary through which they hold Existing Securities when such Intermediary would need 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 any such Intermediary and each Clearing System for the submission and revocation of Exchange Instructions will be earlier than the relevant deadlines specified above. See "Terms of the Exchange Offer - 7. Procedures for Offering to Exchange Existing Securities" in the Exchange Offer Memorandum.
The Offeror may, in its sole discretion, extend, re-open, amend, waive any condition of, terminate and/or withdraw the Exchange Offer (including, without limitation, early closure of the Exchange Offer Period and amending the terms and conditions of the New Securities and the Minimum New Issue Size) at any time up to and including when the Offeror announces whether it accepts valid Offers to Exchange pursuant to the Exchange Offer, which the Offeror expects to do on the Results Announcement Date.
Notice will be given to Holders of the Existing Securities if the terms and conditions or timing of the Exchange Offer are amended.
Exchange Instructions cannot be revoked, except in the limited circumstances described in "Terms of the Exchange Offer - 11. Revocation Rights" of the Exchange Offer Memorandum.
Holders are recommended to read carefully the Exchange Offer Memorandum, including in particular the section headed "Risk Factors", for full details of, and information on the procedures for participating in, the Exchange Offer. For information on the Offeror in its capacity as issuer of the New Securities, please refer to the Admission Particulars (in particular, the section of the Admission Particulars entitled "Description of the Issuer") as attached in preliminary form in the Annex to the Exchange Offer Memorandum, dated 10 October 2022 (the "Preliminary Admission Particulars").
Unless stated otherwise, announcements will be made by the Offeror (i) by the delivery of notices to the relevant Clearing Systems for communication to Direct Participants and (ii) through publication through the website of Euronext Dublin, and will also be published via RNS. Announcements may also be issued by way of press release to a Notifying News Service and found on the relevant Reuters International Insider Screen. Copies of all such announcements, press releases and notices can also be obtained from the Exchange Agent, the contact details for which are specified below. In addition, Holders of Existing Securities may contact the Dealer Managers for information using the contact details specified below.
FURTHER INFORMATION Kroll Issuer Services Limited has been appointed by the Offeror as exchange agent (the "Exchange Agent") in connection with the Exchange Offer.
Barclays Bank PLC, NatWest Markets Plc, and UBS AG London Branch have been appointed by the Offeror as Dealer Managers (the "Dealer Managers") for the purposes of the Exchange Offer.
This announcement contains inside information in relation to the Existing Securities and is disclosed in accordance with the Market Abuse Regulation (EU) 596/2014 ("MAR"). For the purposes of MAR, this announcement is made by Daniel Rushbrook, General Counsel and Company Secretary at Shawbrook Group plc.
Any questions or requests for assistance or additional copies of the Exchange Offer Memorandum may be directed to the Exchange Agent and any questions regarding the terms of the Exchange Offer may be directed to any of the Dealer Managers listed below.
Requests for information in relation to, and for any documents or materials relating to, the Exchange Offer should be directed to:
DISCLAIMER
This announcement must be read in conjunction with the Exchange Offer Memorandum (including the Preliminary Admission Particulars). This announcement, the Exchange Offer Memorandum and the Preliminary Admission Particulars contain important information which must be read carefully before any decision is made with respect to the Exchange Offer. If any Holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial adviser. Any individual or company whose Existing 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 participate in the Exchange Offer. None of the Offeror, the Dealer Managers, the Exchange Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether Holders should participate in the Exchange Offer.
OFFER RESTRICTIONS This announcement and the Exchange Offer Memorandum do not constitute an offer or an invitation to participate in the Exchange Offer in any jurisdiction in or from which, or to or from any person to or from whom, it is unlawful to make the offer or invitation under applicable 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 and/or the Exchange Offer Memorandum comes are required by each of the Offeror, the Dealer Managers and the Exchange Agent to inform themselves about and to observe any such restrictions.
No action has been or will be taken in any jurisdiction by the Offeror, the Dealer Managers or the Exchange Agent that would constitute a public offering of the New Securities.
Eligibility of Holders and availability of the Offer The Exchange Offer and the New Securities are only being made available to Eligible Persons. Accordingly, only a person who is an Eligible Person is entitled to make an investment decision with respect to the Exchange Offer. An "Eligible Person" is a person that, if such person were receiving services in the course of a firm carrying on a regulated activity, would be a client who is either a 'professional client' or an 'eligible counterparty' under UK MiFIR (as defined below). Any Holder who is not an Eligible Person cannot participate in the Exchange Offer.
UK MiFIR Product Governance / Professional Investors and ECPs only target market Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the New Securities has led to the conclusion that: (i) the target market for the New Securities is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") ("UK MiFIR"); and (ii) all channels for distribution of the New Securities to eligible counterparties and professional clients are appropriate. Any distributor should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible for undertaking its own target market assessment in respect of the Exchange Offer (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels. Prohibition of Sales to EEA Retail Investors The Exchange Offer is not intended to be made to and should not be made to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "EU PRIIPs Regulation") for offering or selling notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in the EEA may be unlawful under the EU PRIIPs Regulation. Prohibition of Sales to UK Retail investors The Exchange Offer is not intended to be made to and should not be made to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA; (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of UK MiFIR.
Consequently, no key information document required by the EU PRIIPs Regulation as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling securities or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the New Securities or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. In addition to the above, pursuant to COBS the Exchange Offer is not intended to be made, and should not be made, to retail clients (as defined in COBS 3.4) in the UK. For further detail, please refer to page 7 of the Preliminary Admission Particulars, as appended to the Exchange Offer Memorandum. United States The Exchange Offer is not being made or offered, and will not be made or offered, 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 or to or for the account or benefit of, any U.S.
Person (as defined in Regulation S of the Securities Act (each a "U.S. Person"). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to any one or more of the Exchange Offer 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 a U.S. Person and the Existing Securities cannot be Offered for Exchange in the Exchange Offer by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States as defined in Regulation S of the Securities Act or by any U.S. Person. Any purported Offer to Exchange Existing Securities resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Offer to Exchange made by a person located in the United States, a U.S. Person, by any person acting on account or benefit of a U.S. Person, or any agent, fiduciary or other Intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and will not be accepted.
Neither this announcement nor the Exchange Offer Memorandum is an offer of securities for sale in the United States or to, or for the account or benefit of, U.S. Persons. 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 Existing Securities and the New Securities have not been, and will not be, registered under the Securities Act or the securities laws of any state or jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons. The purpose of this announcement and the Exchange Offer Memorandum is limited to the Exchange Offer, and the Exchange Offer Memorandum may not be sent or given to a person in the United States or to a U.S. Person or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.
Each Holder of Existing Securities participating in the Exchange Offer will represent that it is not located in the United States and is not participating in the Exchange Offer from the United States, that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not a U.S. Person 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 the Exchange Offer from the United States and who is not a U.S. Person. As used herein and elsewhere in this announcement, "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.
Belgium Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been or will be notified to, and neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been or will be approved by the Belgian Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten). The Exchange Offer may therefore not be made in Belgium by way of a public takeover bid (openbaar overnamebod/offre publique d'acquisition) as defined in Article 3 of the Belgian law of 1 April 2007 on public takeover bids, (as amended (the "Belgian Takeover Law") nor by way of an offer to the public as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation") save in those circumstances where a private placement exemption is available.
The Exchange Offer is conducted exclusively under applicable private placement exemptions. The Exchange Offer may therefore 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 have been or will be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to qualified investors within the meaning of Article 2(e) of Regulation (EU) 2017/1129 and (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law and/or Article 3, 1(4) of the Prospectus Regulation.
This announcement and the Exchange Offer Memorandum have been issued only for the personal use of the above mentioned qualified investors only 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 nor may it be disclosed to any other person in Belgium.
France Neither this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) (as defined in Article 2(e) of the Prospectus Regulation) and only qualified investors (investisseurs qualifiés) (as defined in Article 2(e) of the Prospectus Regulation) are eligible to participate in the Exchange Offer. This announcement, the Exchange Offer Memorandum and any other document or material relating to the Exchange Offer have not been and will not be submitted for clearance to nor approval by the Autorité des marchés financiers.
Italy None of the Exchange Offer, this announcement, the Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer or the New Securities have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations.
The Exchange Offer is being carried out in the Republic of 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 (the "Issuers' Regulation"). The Exchange Offer is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.
A holder of Existing Securities located in the Republic of Italy can offer to exchange Existing Securities 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. 20307 of 15 February 2018, 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 Existing Securities, the New Securities, the Exchange Offer Memorandum or the Exchange Offer.
United Kingdom The communication of this announcement, the Exchange Offer Memorandum 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 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 Offeror or other persons within Article 43(2) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, and (2) any other persons to whom these documents and/or materials may lawfully be communicated.
General The Dealer Managers, the Trustee and the Exchange Agent (and their respective directors, officers, employees, agents, advisors or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Exchange Offer Memorandum or the Exchange Offer. The Exchange Agent is the agent of the Offeror and owes no duty to any Holder. None of the Offeror, the Dealer Managers, the Trustee or the Exchange Agent makes any recommendation as to whether or not Holders should participate in the Exchange Offer.
In addition to the representations referred to above in respect of the United States, each Holder participating in the Exchange Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Terms of the Exchange Offer - 7. Procedures for Offering to Exchange Existing Securities" of the Exchange Offer Memorandum. Offers of Existing Securities for Exchange from a Holder that is unable to make these representations may be rejected. Each of the Offeror, the Dealer Managers and the Exchange Agent reserves the right, in their sole and absolute discretion, to investigate, in relation to any offer of Existing Securities 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 Offeror determines (for any reason) that such representation is not correct, such instruction may be rejected.
No action has been or will be taken in any jurisdiction by the Offeror, the Dealer Managers or the Exchange Agent that would permit a public offering of the New Securities.
Neither the Exchange Offer, the Exchange Offer Memorandum nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell the Existing Securities and/or the New Securities 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 any of the Dealer Managers or, where the context so requires, any of their respective affiliates is such a licensed broker or dealer in that jurisdiction, the Exchange Offer shall be deemed to be made on behalf of the Offeror by such Dealer Manager or affiliate (as the case may be) in such jurisdiction.
For further information:
Investor Relations Murray Long
Head of Investor Relations
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