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Royal Bk.of Scot. (07IE)

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Tuesday 28 February, 2012

Royal Bk.of Scot.

Offer to Exchange Lower Tier 2 Capital Securities

RNS Number : 2905Y
Royal Bank of Scotland PLC
28 February 2012
 



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON 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"), THE KINGDOM OF BAHRAIN, SAUDI ARABIA, LEBANON OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "OFFER RESTRICTIONS" BELOW)

28 February 2012

THE ROYAL BANK OF SCOTLAND PLC

ANNOUNCES AN INVITATION TO OFFER TO EXCHANGE CERTAIN EXISTING CANADIAN DOLLAR, AUSTRALIAN DOLLAR, US DOLLAR, EURO AND SWISS FRANC DENOMINATED SUBORDINATED NOTES FOR NEW CANADIAN DOLLAR, AUSTRALIAN DOLLAR, US DOLLAR, EURO AND SWISS FRANC DENOMINATED SUBORDINATED NOTES

The Royal Bank of Scotland plc (the "Issuer") has today invited all holders (subject to the Offer Restrictions set out below) of the existing subordinated notes listed below (the "Existing Notes") to Offer to Exchange, on the terms and subject to the conditions set out in the Exchange Offer Memorandum dated 28 February 2012 (the "Exchange Offer Memorandum"), any or all of their outstanding Existing Notes for the relevant dated subordinated new notes listed below (the "New Notes").

Copies of the Exchange Offer Memorandum are (subject to distribution restrictions) available from the Dealer Managers and the Exchange Agents as set out below. Capitalised terms used in this announcement but not defined herein have the meanings given to them in the Exchange Offer Memorandum.

RATIONALE AND FUTURE CALL POLICY

The Issuer is undertaking an exchange offer on its lower tier 2 capital securities which are eligible for call in 2012. This decision has been taken (i) in light of ongoing market conditions and regulatory uncertainty and (ii) following the prohibition on capital calls which was imposed on The Royal Bank of Scotland Group plc and its subsidiaries consolidated in accordance with International Financial Reporting Standards (the "RBSG Group") by the European Commission following the receipt of state aid by the RBSG Group in 2008 and 2009.The Exchange Offer also provides the RBSG Group with an opportunity to improve the quality of its capital base.

It is the intention of the RBSG Group that all decisions to exercise calls on any Existing Notes (the securities targeted in this exchange offer) and other callable capital securities in relation to which the RBSG Group has made statements in the context of its prior liability management exercises that remain outstanding after 29 April 2012 will be made with reference to the prevailing regulatory, economic and market conditions at the time.

No decisions have been made with regards to other callable capital securities.

THE EXCHANGE OFFER

The Existing Notes

The Existing Notes (which comprise lower tier 2 capital of the Issuer) and the main commercial terms of the Exchange Offer may be summarised as follows:

Holders whose Existing Notes are accepted for exchange will also receive any applicable Accrued Interest Payments and Cash Rounding Amounts.

The New Notes

Some of the key terms of the New Notes are as follows:

The Australian Dollar New Notes will be issued in the single denomination of A$1,000; the Canadian Dollar New Notes will be issued in the single denomination of C$1,000; the Euro New Notes will be issued in the single denomination of €1,000; the Swiss Franc New Notes will be issued in the single denomination of CHF1,000; and the U.S. Dollar New Notes will be issued in the single denomination of U.S.$1,000. Applications will be made for the New Notes to be: (a) in the case of New Notes other than the Swiss Franc New Notes, admitted to the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange's Regulated Market; and (b) in the case of the Swiss Franc New Notes, admitted to the Standard for Bonds of the SIX Swiss Exchange, in each case pursuant to the Issuer's EMTN Programme and (other than in the case of the Swiss Franc New Notes) the Drawdown Prospectus and (with respect to the Swiss Franc New Notes) the Swiss Listing Prospectus. The New Notes (other than the Swiss Franc New Notes) will be admitted to trading with effect from (or shortly following) the Settlement Date. The Swiss Franc New Notes will be provisionally admitted to trading with effect from (or shortly following) the Settlement Date, with application for definitive listing to be made as soon as practicable thereafter.

The New Notes are expected to be rated BBB- by Standard & Poor's Credit Market Services Europe Limited and BBB- by Fitch Ratings Limited.

Offers to Exchange

Holders who wish to participate in the Exchange Offer should refer to the detailed terms of the Exchange Offer Memorandum in order to ascertain how to validly Offer to Exchange their Existing Notes 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 Issuer accepts any or all Offers to Exchange from Holders is at its sole and absolute discretion and the Issuer may decide not to accept Offers to Exchange for any reason.

If, in respect of any Series of Existing Notes, the Issuer accepts any valid Offers to Exchange, it intends to accept all valid Offers to Exchange in respect of such Series received by the relevant Exchange Agent prior to the Expiration Time.

Holders of Australian Dollar Existing Notes shall only be entitled to Offer to Exchange such Australian Dollar Existing Notes for Australian Dollar New Notes. Holders of Canadian Dollar Existing Notes shall only be entitled to Offer to Exchange such Canadian Dollar Existing Notes for Canadian Dollar New Notes. Holders of Euro Existing Notes shall only be entitled to Offer to Exchange such Euro Existing Notes for Euro New Notes. Holders of Swiss Franc Existing Notes shall only be entitled to Offer to Exchange such Swiss Franc Existing Notes for Swiss Franc New Notes. Holders of U.S. Dollar Existing Notes shall only be entitled to Offer to Exchange such U.S. Dollar Existing Notes for U.S. Dollar New Notes.

Holders whose Existing Notes Offered for Exchange are not accepted, or who do not participate in the Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes and shall continue to hold such Existing Notes subject to their terms and conditions.

None of the Issuer, the Dealer Managers, the Trustee or the Exchange Agents (or their respective directors, employees or affiliates) makes any recommendation as to whether or not Holders should Offer to Exchange their Existing Notes.

Minimum Existing Holding

No Offer to Exchange Existing Notes will be accepted by the Issuer unless such Offer to Exchange relates to a principal amount of such Existing Notes (the "Minimum Existing Holding") which when multiplied by the relevant Exchange Ratio is at least equal to A$500,000, in the case of the Australian Dollar New Notes, C$100,000, in the case of the Canadian Dollar New Notes, €50,000, in the case of the Euro New Notes, the Swiss Franc Minimum New Holding, in the case of the Swiss Franc New Notes, or U.S.$75,000, in the case of the U.S. Dollar New Notes. The Swiss Franc Minimum New Holding is, in respect of: (i) invitations to Holders located in Switzerland to Offer to Exchange their Swiss Franc Existing Notes for Swiss Franc New Notes pursuant to the Exchange Offer, CHF1,000; or (ii) all other circumstances, CHF75,000. 

Exchange Ratio

Holders who validly Offer to Exchange their Existing Notes at or prior to the Expiration Time and whose Offer to Exchange is accepted will receive relevant New Notes in an amount (rounded down to the nearest A$1,000, C$1,000, €1,000, CHF1,000 or U.S.$1,000, as applicable) equal to the aggregate principal amount of such Existing Notes accepted for exchange multiplied by the relevant Exchange Ratio, subject to the requirement for each Holder to Offer to Exchange at least the relevant Minimum Existing Holding. Each such Holder will also be entitled to receive an Accrued Interest Payment on their Existing Notes so accepted for exchange.

The Exchange Ratio applicable to a Series of Existing Notes will be calculated as the ratio (rounded down to six decimal places) resulting from the division of the relevant Exchange Price for such Series of Existing Notes (as described in the table entitled "The Existing Notes" above) by the relevant New Notes Price.

If, as a result of the application of the relevant Exchange Ratio, a Holder would be entitled to receive an aggregate principal amount of New Notes that is not an integral multiple of A$1,000, C$1,000, €1,000, CHF1,000 or U.S.$1,000, as applicable, the Issuer will pay, or procure that there is paid, in cash in the currency of the relevant New Notes to that Holder on the Settlement Date the Cash Rounding Amount, which is an amount equal to (i) the fractional portion of such aggregate principal amount that is not such an integral multiple, multiplied by (ii) the relevant New Notes Price (rounded to the nearest A$0.01, C$0.01, €0.01, CHF0.01 or U.S.$0.01, as applicable, with half a cent or centime, as the case may be, being rounded upwards).

New Notes Price and New Notes Initial Coupon

The New Notes Price and the New Notes Initial Coupon in respect of each series of New Notes will be calculated in accordance with market convention by reference to the relevant New Notes Yield, which is the sum of the Australian Dollar New Notes Spread, the Canadian Dollar New Notes Spread, the Euro New Notes Spread, the Swiss Franc New Notes Spread or the U.S. Dollar New Notes Spread, as applicable, and the relevant Mid-Swap Rate (the sum of which will be expressed on an annualised basis in the case of the Euro New Notes and the Swiss Franc New Notes). The relevant Mid-Swap Rate will be determined at the relevant Pricing Time.

The New Notes Yield is intended to reflect the yield to the relevant Optional Redemption Date of the relevant New Notes on the Settlement Date. The New Notes Initial Coupon will be equal to the New Notes Yield, annualised (in the case of the Euro New Notes and the Swiss Franc New Notes) and then (in each case) rounded down to the nearest 0.125 per cent. in accordance with market convention.

The New Notes Price shall be as close as possible to 100 per cent. of the nominal amount of the New Notes, adjusted to allow for rounding down of the New Notes Initial Coupon as aforesaid, rounded to the nearest 0.001 per cent. (with 0.0005 per cent. rounded upwards).

 

 

Indicative Timetable of Events

The times and dates below are indicative only. The below times and dates are subject, where applicable, to the right of the Issuer to extend, re-open, amend, waive any condition of, terminate and/or withdraw the Exchange Offer (subject to applicable law and as provided in the Exchange Offer Memorandum). Accordingly, the actual timetable may differ significantly from the expected timetable set out below.

Events

 

Dates and Times

Commencement of the Exchange Offer Period

 

 

Exchange Offer announced and notice of the Exchange Offer submitted to the Clearing Systems and published via RNS,  Luxembourg Stock Exchange Notices, CISX Notices and SIX Swiss Exchange Notices. Exchange Offer Memorandum available from the Dealer Managers and the Exchange Agents.

 

28 February 2012

Expiration Date and Time

 

 

Deadline for receipt of all Electronic Instruction Notices, CDS Exchange Instructions, Australian Offer Letters and SIS Exchange Instructions, as applicable.

 

4.00 p.m. London time on 7 March 2012

End of Exchange Offer Period.

 

 

Pricing Dates and Times

 

 

Determination of (i) the Mid-Swap Rate, the New Notes Yield, the New Notes Price and the New Notes Initial Coupon for each relevant series of the New Notes; and (ii) the Exchange Ratio for each relevant Series of the Existing Notes.

 

At or around 2.00 p.m. London time on 8 March 2012 for the Canadian Dollar New Notes, Euro New Notes, Swiss Franc New Notes and U.S. Dollar New Notes.

 

At or around 11.00 a.m. Sydney time on 9 March 2012 for the Australian Dollar New Notes.

Each New Notes Reset Coupon will be determined at the time and in the manner specified in the relevant New Notes Final Terms.

 

 

Announcement of Pricing and Exchange Offer Results

 

 

Announcements by the Issuer detailing (i) the Mid-Swap Rate, the New Notes Yield, the New Notes Price and the New Notes Initial Coupon for each relevant series of the New Notes; (ii) the Exchange Ratio for each relevant Series of the Existing Notes; (iii) whether valid Offers to Exchange pursuant to the Exchange Offer are accepted by the Issuer in respect of each relevant Series of the Existing Notes; (iv) the aggregate principal amounts of each relevant Series of Existing Notes the Issuer accepts for exchange; (v) each relevant New Issue Amount; (vi) the Settlement Date; and (vii) in relation to the Australian Dollar Existing Notes held in or through the Austraclear System, the Austraclear Transfer Deadline.

 

As soon as reasonably practicable after the relevant Pricing Time

 

In the case of the Australian Dollar Existing Notes and the Australian Dollar New Notes, (iv) and (v) are expected to be announced via RNS later on the same London business day as the Pricing Date for the Australian Dollar New Notes.

Settlement Date

 

 

Settlement Date for the Exchange Offer, including (i) deadline for settlement of all Austraclear Transfers, (ii) delivery of the New Notes, in exchange for Existing Notes validly Offered for Exchange and accepted, and (iii) payment of Accrued Interest Payments and Cash Rounding Amounts (if any).

 

Expected to be no later than the seventh Business Day following the Expiration Date

Austraclear Transfer Deadline at 12.00 noon Sydney time on the Settlement Date

Holders are advised to check with any bank, securities broker, Clearing Systems or other Intermediary through which they hold their Existing Notes whether such Intermediary applies different deadlines for any of the events specified in the Exchange Offer Memorandum, and then to allow for such deadlines if the deadlines set by such persons are prior to the deadlines set out in the Exchange Offer Memorandum.

Holders are advised to read carefully the Exchange Offer Memorandum for full details of and information on the procedures for participating in the Exchange Offer.

General

The Issuer may, in its sole discretion, extend, re-open, amend, waive any condition of, terminate and/or withdraw 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 (if permitted), termination and/or withdrawal will be announced wherever applicable as provided in the Exchange Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

Electronic Instruction Notices, CDS Exchange Instructions, Australian Offer Letters and SIS Exchange Instructions will be irrevocable once submitted, except in the limited circumstances described in the section entitled "Terms of the Exchange Offer - 11. Revocation Rights" on page 63 of the Exchange Offer Memorandum.

Unless stated otherwise, announcements relating to the Exchange Offer will be made by the Issuer (i) by the issue of a press release to a Notifying News Service, (ii) in relation to the Euro Existing Notes, the Australian Dollar Existing Notes held in or through Euroclear and Clearstream, Luxembourg, the Swiss Franc Existing Notes and the U.S. Dollar Existing Notes, by the delivery of notices to the relevant Clearing Systems for communication to Direct Participants, (iii) in relation to the Australian Dollar Existing Notes held in or through the Austraclear System, by the Australian Exchange Agent on behalf of the Issuer by email to Direct Participants, (iv) in relation to the Canadian Dollar Existing Notes, by the delivery by CDS of a CDS Notice to CDS Participants, (v) in relation to the Swiss Franc Existing Notes, by the delivery by SIS of a SIS Notice to SIS Participants; and (vi) through RNS, Luxembourg Stock Exchange Notices, CISX Notices and SIX Swiss Exchange Notices, and may also be found on the relevant Reuters International Insider Screen. Holders are hereby informed that significant delays may be experienced in publishing notices through the Clearing Systems. Holders are urged to contact the Dealer Managers or the Exchange Agents for the relevant announcements during the Exchange Offer Period. Copies of all such announcements, press releases and notices can also be obtained from the Exchange Agents, the contact details for which are below. In addition, holders of Existing Notes may contact the Dealer Managers for information using the contact details below.

Any profits made by the Issuer on the Exchange Offer will be subject to UK tax in accordance with normal rules.

Requests for information in relation to the procedures for Offering to Exchange Existing Notes in, and for any documents or materials relating to, the Exchange Offer should be directed to the Exchange Agent for those Existing Notes at the contact details for the relevant Exchange Agent listed below.

 

EXCHANGE AGENTS


Lead Exchange Agent in relation to Existing Notes

 


Lucid Issuer Services Limited

Leroy House

436 Essex Road

London N1 3QP

United Kingdom

Tel: +44 20 7704 0880

Fax: +44 20 7067 9098

Attention: Sunjeeve Patel/ David Shilson

email: rbs@lucid-is.com


Australian Exchange Agent in relation to Australian Dollar Existing Notes

Canadian Exchange Agent in relation to Canadian Dollar Existing Notes

Swiss Exchange Agent in relation to Swiss Franc Existing Notes

BTA Institutional Services Australia Limited

Level 2

35 Clarence Street

Sydney NSW 2000

Australia

Tel: +61 2 9551 5036

Fax: +61 2 9551 5009

Attention: Raji Karan/ Jacqueline De Chaumont

email: raji.karan@bnymellon.com/ jacqueline.dechaumont@bnymellon.com

Equity Financial Trust Company

200 University Ave, Suite 400

Toronto, Ontario

M5H 4H1

Canada

Tel: +1 416 361 0930

Fax:+1 416 361 0470

email: corporateactions@equityfinancialtrust.com

UBS AG

Bahnhofstrasse 45

CH-8001 Zurich, Switzerland

Attention: OY79 (Corporate Actions)

Tel: +41 44 235 64 26

Fax: +41 44 236 10 55

Attention: OY79-Corporate Actions

 

Any questions regarding the terms of the Exchange Offer may be directed to either of the Dealer Managers listed below

DEALER MANAGER AND STRUCTURING ADVISOR

The Royal Bank of Scotland plc

135 Bishopsgate

London

EC2M 3UR

United Kingdom

In Europe

Tel: +44 20 7085 8056/+44 20 7085 9972

Attention: Andrew Burton/Fiona Muntz

email: liabilitymanagement@rbs.com

In Australia

Tel: +61 2 8259 5551

Attention: Peter Dalton

email: peter.dalton@rbs.com

 

DEALER MANAGERS

BNP Paribas
10 Harewood Avenue
London
NW1 6AA
United Kingdom
Tel: +44 20 7595 8668

Attention: Liability Management Group
email:
liability.management@bnpparibas.com

 

In Canada

BNP Paribas (Canada) Securities Inc.

1981, McGill College Avenue

Suite 300

Montreal

QC H3A 2W8

Canada

Tel: +1 514 285 6095

Fax: +1 514 285 7517  

Attention: Dany Blanchette

email: dany.blanchette@americas.bnpparibas.com

 

In Australia
BNP Paribas, Sydney Branch
60, Castlereagh Street
Sydney NSW 2000
Australia
Tel: +61 2 9619 6372

In Europe

J.P. Morgan Securities Ltd.

125 London Wall

London

EC2Y 5AJ

United Kingdom

Tel: +44 20 7779 2468/ +44 20 7325 4851

Attention: FIG Syndicate/Liability Management

email: FIG_syndicate@jpmorgan.com/ emea_lm@jpmorgan.com

 

In Australia

J.P. Morgan Australia Ltd.

(ABN 52 002 888 011/AFSL No. 238188)

Tel: +61 2 9220 1594

Attention: Stuart Raynes

email: stuart.g.raynes@jpmorgan.com

 

 



DISCLAIMER This announcement must be read in conjunction with the Exchange Offer Memorandum. This announcement and the Exchange Offer Memorandum contain and incorporate by reference 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 adviser 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 must contact such entity if it wishes to Offer to Exchange Existing Notes in the Exchange Offer. None of the Dealer Managers, the Exchange Agents or the Issuer (or their respective directors, employees or affiliates) makes any recommendation as to whether Holders should offer Existing Notes for exchange pursuant to the Exchange Offer. The ratings of the New Notes referred to in this announcement may not reflect the potential impact of all risks that may affect the value of the New Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time.

 

OFFER RESTRICTIONS

Neither this announcement nor the Exchange Offer Memorandum constitutes an offer or an invitation to participate in the Exchange Offer in any jurisdiction in or from which, or to any person to whom, it is unlawful to make such 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 or the Exchange Offer Memorandum come are required by each of the Issuer, the Dealer Managers and the Exchange Agents to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction by the Issuer, the Dealer Managers or the Exchange Agents that would constitute a public offering of the New Notes other than the preparation of the Exchange Offer Memorandum in compliance with articles 652a and 1156 of the Swiss Code of Obligations for the purposes of making the Exchange Offer in Switzerland. The Exchange Offer comprises an offer of securities to the public for the purposes of the Prospectus Directive. However, no action is required to be taken under the Prospectus Directive in connection with such offer as Holders must Offer to Exchange at least the relevant Minimum Existing Holding (as defined herein) and this announcement and the Exchange Offer Memorandum are only addressed to and are only directed at qualified investors within the meaning of the Prospectus Directive (as defined below).

United States

The Exchange Offer is not being made, and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and 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 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 U.S. persons and the Existing Notes cannot be Offered for Exchange by any such use, means, instruments or facilities or from within the United States or by U.S. persons. Any purported Offer to Exchange Existing Notes resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported Offer to Exchange made by a U.S. person, a resident of the United States or from the United States or from 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 U.S. persons. The Existing Notes and the New Notes 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 neither this announcement nor the Exchange Offer Memorandum may be sent or given to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Holder of Existing Notes participating in the Exchange Offer will represent that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not participating in the Exchange Offer from the United States nor is it a U.S. person or an 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.

European Economic Area

In any European Economic Area (the "EEA") Member State that has implemented Directive 2003/71/EC (together with any applicable implementing measures in any Member State, the "Prospectus Directive"), this announcement and the Exchange Offer Memorandum are only addressed to and are only directed at qualified investors in that Member State within the meaning of the Prospectus Directive.

This announcement and the Exchange Offer Memorandum have been prepared on the basis that any offer of New Notes in any Member State of the EEA, which has implemented the Prospectus Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to produce a prospectus for offers of New Notes. Accordingly, any person making or intending to make any offer within the EEA of New Notes which are the subject of the offer contemplated in this announcement or the Exchange Offer Memorandum may only do so in circumstances in which no obligation arises for the Issuer or the Dealer Managers to produce a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to and in accordance with Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the Issuer nor the Dealer Managers have authorised, nor do they authorise, the making of any offer (i) of any New Notes in circumstances in which an obligation arises for the Issuer or the Dealer Managers to publish or supplement a prospectus for such offers; or (ii) of New Notes through any financial intermediary.

Each person in a Relevant Member State who receives any communication in respect of, or who acquires any New Notes under the offer contemplated in this announcement and the Exchange Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and the Issuer that:

(a)     it is a qualified investor within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive; and

(b)     in the case of any New Notes acquired by it as a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, (i) the New Notes acquired by it in the offers have not been acquired on behalf of, nor have they been acquired with a view to their offer or resale to, persons in any Relevant Member State other than qualified investors, as that term is defined in the Prospectus Directive, or in circumstances in which the prior consent of the Dealer Managers has been given to the offer or resale; or (ii) where the New Notes have been acquired by it on behalf of persons in any Relevant Member State other than qualified investors, the offer of those New Notes to it is not treated under the Prospectus Directive as having been made to such persons.

For the purposes of this representation, the expression an "offer" in relation to any New Notes in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any New Notes to be offered so as to enable an investor to decide to purchase or subscribe for the New Notes, as the same may be varied in that Relevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State.

Australia

No prospectus or other disclosure document (as defined in the Corporations Act 2001 of Australia (the "Australian Corporations Act")) in relation to the Exchange Offer or any Existing Notes or New Notes has been, or will be, lodged with the Australian Securities and Investments Commission ("ASIC") and neither this announcement nor the Exchange Offer Memorandum comply with either Part 6D.2 or Part 7.9 of the Australian Corporations Act. Accordingly:

(a)        no offers or applications are being, or will be, made or invited for the purchase or subscription of the New Notes in Australia (including an offer or invitation which is received by a person in Australia); and

(b)        none of this announcement, the Exchange Offer Memorandum and any other offering material or advertisement relating to the New Notes is being, or will be, distributed or published in Australia,

unless:

(i)         the aggregate principal amount Offered for Exchange by each offeree is at least A$500,000 (or its equivalent in an alternative currency and disregarding monies lent by the Issuer or its associates) or the offer or invitation does not otherwise require disclosure to investors under Part 6D.2 or Part 7.9 of the Australian Corporations Act;

(ii)         the offer or invitation does not constitute an offer to a "retail client" for the purposes of section 761G of the Australian Corporations Act;

(iii)        such action complies with any other applicable laws, regulations and directives in Australia; and

(iv)       such action does not require any document to be lodged with ASIC.

Each person who accesses or views this announcement or the Exchange Offer Memorandum will be deemed to have represented to the Issuer and the Dealer Managers that it is not located or resident in Australia or, if it is located or resident in Australia, it is a professional investor as defined in section 9 of the Australian Corporations Act or a wholesale client as defined in section 761G of the Australian Corporations Act or otherwise a person to whom an offer may be made without disclosure under Part 6D.2 or Part 7.9 of the Australian Corporations Act.

Canada

This announcement and the Exchange Offer Memorandum are not, and under no circumstances are they to be construed as, an advertisement or a public offering of the securities referred to herein or therein in Canada. No securities commission or similar authority in Canada has reviewed or in any way passed upon this announcement or the Exchange Offer Memorandum or the merits of the securities described herein or therein and any representation to the contrary is an offence.

Any distribution of the New Notes in Canada is being made on a private placement basis only and is exempt from the requirement that the Issuer prepare and file a prospectus with the relevant Canadian securities regulatory authorities. The Issuer currently does not intend to file a prospectus or similar document with any securities regulatory authority in Canada qualifying the resale of any New Notes to the public in any province or territory of Canada. Accordingly, any resale of such securities must be made in accordance with applicable Canadian securities laws, which may require resales to be made in accordance with prospectus and dealer registration requirements or exemptions therefrom; these resale restrictions may in some circumstances apply to resales outside of Canada. Canadian holders of New Notes are advised to seek legal advice prior to any resale of such securities.

Each Canadian Holder who Offers to Exchange any or all its Existing Notes for New Notes, by making such Offer to Exchange, represents and warrants to and agrees with the Issuer and the Dealer Managers that:

(a)        it has reviewed and acknowledges the resale restrictions described above;

(b)        where required by law, it is acting as principal, or is deemed to be acting as principal in accordance with applicable securities laws of the Province or Territory in which it is resident, for its own account and not as agent for the benefit of another person;

(c)        it, or any Beneficial Owner for which it is acting as agent, is entitled under applicable Canadian securities laws to exchange its Existing Notes for New Notes without the benefit of a prospectus qualified under such securities laws, and without limiting the generality of the foregoing, is an "accredited investor" as defined in section 1.1 of National Instrument 45-106 - Prospectus and Registration Exemptions ("NI 45-106"), and is not a person created or used solely to purchase or hold the New Notes as an "accredited investor" as described in paragraph (m) of the definition of "accredited investor" in section 1.1 of NI 45-106;

(d)        any trade (including an Offer to Exchange) in the Existing Notes or the New Notes is through a dealer that is appropriately registered in the relevant Canadian jurisdiction or pursuant to an exemption from the dealer registration requirements under applicable Canadian securities laws;

(e)        it has been notified that the Issuer may be required to provide certain personal information pertaining to each Beneficial Owner as required to be disclosed in Schedule I of Form 45-106F1 under NI 45-106 (including each Beneficial Owner's name, address, telephone number and the principal amount of Canadian Dollar New Notes for which Canadian Dollar Existing Notes are being offered), which Form 45-106F1 is required to be filed by the Issuer under NI 45-106 in respect of the New Notes and it will provide the Canadian Exchange Agent with all such required information pertaining to it or any ultimate Beneficial Owner for which it is acting as agent; and

(f)         it acknowledges that its name, address telephone number and other specified information may be disclosed to other Canadian securities regulatory authorities and may become available to the public in accordance with the requirements of applicable Canadian laws. By making an Offer to Exchange any or all of its Existing Notes, each Canadian Holder of Existing Notes consents to the disclosure of such information and; it further acknowledges that (i) such personal information may be delivered to the Ontario Securities Commission (the "OSC") in accordance with NI 45-106; (ii) such personal information is collected indirectly by the OSC under the authority granted to it under the securities legislation of Ontario; (iii) such personal information is collected for the purposes of the administration and enforcement of the securities legislation of Ontario; (iv) the public official in Ontario who can answer questions about the OSC's indirect collection of such personal information is the Administrative Support Clerk at the OSC, Suite 1903, Box 55, 20 Queen Street West, Toronto, Ontario M5H 3S8, telephone: (416) 593-3684, and each such Beneficial Owner has authorised the indirect collection of the personal information by the Canadian securities regulatory authorities.

Italy

None of this announcement, the Exchange Offer Memorandum and 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") pursuant to Italian laws and regulations, and therefore the Exchange Offer may only be made or promoted, directly or indirectly, in or into the Republic of Italy pursuant to an exemption from the rules governing public purchases or exchange offers (offerte pubbliche di acquisto o scambio) as defined in article 1, paragraph 1, letter v of the Italian Legislative Decree no. 58 of 24 February 1998, as amended (the "Financial Services Act").

Any holder or beneficial owner of the Existing Notes located in Italy can participate in the Exchange Offer only if it is a qualified investor (investitore qualificato), as defined pursuant to Article 100, paragraph 1, letter (a) of the Financial Services Act and Article 34-ter, paragraph 1, letter b) of the Consob Regulation (each, an "Eligible Italian Investor"). Accordingly, holders or beneficial owners of the Existing Notes located in Italy that do not qualify as Eligible Italian Investors may not participate in the Exchange Offer and none of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer may be distributed or otherwise made available to them as part of the Exchange Offer.

Eligible Italian investors can offer to exchange 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. 384 of 1 September 1993, as amended)  and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis--vis its clients in respect of the Existing Notes under 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 has 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 only directed at and may be communicated to (1) 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 "Order")) being persons having professional experience in matters relating to investments (and any persons who do not have professional experience in matters relating to investments should not rely on such documents and/or materials)  or other persons within Article 43 of the Order, and (2) any other persons to whom these documents and/or materials may lawfully be communicated.

Belgium

None of this announcement, the Exchange Offer Memorandum and 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 marchés 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 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, 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 none of this announcement, the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer (including any memorandum, information circular, brochure or any similar documents) have been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" in the sense of Article 10 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, acting on their own account. This announcement and the Exchange Offer Memorandum have 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.

France

This Exchange Offer is not being made, directly or indirectly, to the public in France. None of this announcement, the Exchange Offer Memorandum and any other documents or offering materials relating to the Exchange Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 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 procedures (visa) of the Autorité des marchés financiers.

Switzerland

The contents of this announcement and the Exchange Offer Memorandum have not been reviewed by any regulatory authority in Switzerland. Holders of Existing Notes are advised to exercise caution in relation to the Exchange Offer. If the Holder of an Existing Note is in any doubt about any of the contents of this announcement or the Exchange Offer Memorandum, they should obtain independent professional advice. The New Notes do not constitute any Collective Investment Schemes Unit in the meaning of the Swiss Federal Act on Collective Investment Schemes (the "CISA"). Accordingly, holders of the New Notes do not benefit from the investor protection under the CISA or the approval or supervision by the Swiss Financial Market Supervisory Authority (the "FINMA"). Investors are exposed to the credit risk of the Issuer. The Exchange Offer Memorandum is an issue prospectus as that term is understood pursuant to article 652a or article 1156 of the Swiss Federal Code of Obligations but not a simplified prospectus according to Article 5 paragraph 4 of the CISA. Holders should note that Chapter 5 of the Federal Act on Stock Exchanges and Securities Trading and the Ordinance of the Takeover Board on Public Takeover Offers are not applicable to the Exchange Offer.

To ensure compliance with the Swiss Federal Code of Obligations and all other applicable laws and regulations of Switzerland, only the Exchange Offer Memorandum and the documents deemed incorporated by reference in the Exchange Offer Memorandum may be used in the context of any invitation to Holders to Offer to Exchange their Existing Notes for New Notes pursuant to the Exchange Offer or any offer of the New Notes for sale or otherwise in or into Switzerland.

The Netherlands

No offer, or solicitation of any offer, of New Notes is or will be made, and this announcement and the Exchange Offer Memorandum may not be distributed or circulated, in The Netherlands other than to individuals or legal entities who or which are qualified investors (gekwalificeerde beleggers) as defined in article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).

Cyprus

No offer of the New Notes will be made to the public in Cyprus and this announcement and the Exchange Offer Memorandum may not be distributed or circulated in Cyprus other than to qualified investors as defined in section 4(3)(a) of the Cyprus Public Prospectus Law, Law 114(I)/2005 (the "Cyprus Public Prospectus Law") or any other person to whom the New Notes can be offered in accordance with section 4(3) of the Cyprus Public Prospectus Law.

Israel

No action has been, or will be, taken in Israel that would permit an offering of New Notes, or an invitation to participate in the Exchange Offer, to the public in Israel. This announcement, the Exchange Offer Memorandum and related documents do not constitute, and under no circumstances are they to be construed as, a prospectus within the meaning of the Israeli Securities Law, 1968 ("Israeli Securities Law"), and they have not been reviewed or approved by the Israeli Securities Authority or by the Tel Aviv Stock Exchange. A prospectus has not been prepared or filed, and will not be prepared or filed, with the Israeli Securities Authority in connection with the Exchange Offer.

This announcement, the Exchange Offer Memorandum and any related documents do not constitute, and under no circumstances are they to be construed as, an offer or sale of New Notes or as an invitation to participate in the Exchange Offer to the general Public in the State of Israel, as such terms are defined in the Israeli Securities Law.

The Existing Notes were not offered to the public in Israel through a prospectus and the Existing Notes and the New Notes are not and shall not be traded or listed for trade following the Exchange Offer on the Tel Aviv Stock Exchange. 

None of this announcement, the Exchange Offer Memorandum and any related documents may be reproduced or used for any other purpose, nor shall they be furnished to any other person other than those to whom copies have been sent by the Issuer and/or its authorised representatives. Any person who Offers to Exchange securities under the Exchange Offer is doing so on its own behalf, benefit and account and not with the aim or intention of distributing, selling, or offering such securities to other parties or inviting other parties to participate in the Exchange Offer. Nothing in this Exchange Offer Memorandum and any related documents shall be considered as the rendering of Investment Advice, Investment Marketing or an offer to render Investment Advice or Investment Marketing Services, as such terms are defined under the Israeli Regulation of Investment Advice, Investment Marketing and Portfolio Management Law, 5755 - 1995 (the "Israeli Investment Advice Law"). Neither the Issuer nor any of its authorised representatives are licensed under the Israeli Investment Advice Law to render Investment Advice or Investment Marketing Services nor have they obtained insurance covering such activities.

 

People's Republic of China

Neither this announcement nor the Exchange Offer Memorandum will be distributed in, and the New Notes are not being offered and may not be offered in the People's Republic of China (as used in the Exchange Offer Memorandum, not including Hong Kong and Macau Special Administrative Regions and Taiwan) (the "PRC"), except to the extent permitted by applicable laws and regulations in the PRC.

The Issuer does not represent that this announcement or the Exchange Offer Memorandum may be lawfully distributed, or that any New Notes may be lawfully offered, in compliance with any applicable registration or other requirements in the PRC, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer which would permit a public offering of New Notes or distribution of this document in the PRC. Accordingly, the New Notes are not being offered or sold within the PRC by means of this announcement, the Exchange Offer Memorandum or any other document. None of this announcement, the Exchange Offer Memorandum and any advertisement or other offering material relating to the Exchange Offer may be distributed or published in the PRC, except under circumstances that will result in compliance with all applicable laws and regulations in the PRC.

Spain

None of this announcement, the Exchange Offer or the Exchange Offer Memorandum constitute an offer of securities or the solicitation of an offer of securities to the public in Spain under the Spanish Securities Market Law (Ley 24/1988, de 28 de Julio, del Mercado de Valores), as amended and restated, and Royal Decree 1310/2005 of 4 November 2005. Accordingly neither this announcement nor the Exchange Offer Memorandum have been submitted for approval and have not been approved by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores) or any other Spanish public authority.

Hong Kong

WARNING: Neither the contents of this announcement nor the Exchange Offer Memorandum have been reviewed by any regulatory authority in Hong Kong. Holders of Existing Notes are advised to exercise caution in relation to the Exchange Offer. If a Holder of Existing Notes is in any doubt about any of the contents of this announcement or the Exchange Offer Memorandum, it should obtain independent professional advice. Please note that (i) the Exchange Offer is not being made in Hong Kong by means of this announcement or the Exchange Offer Memorandum or any other document other than to (a) professional investors within the meaning of Part I of Schedule 1 to the Securities and Futures Ordinance (Cap. 571) of Hong Kong ("SFO") and any rules made thereunder ("professional investors"), or (b) in other circumstances which do not result in this announcement or the Exchange Offer Memorandum being a ''prospectus'' as defined in the Companies Ordinance (Cap. 32) of Hong Kong ("CO") and which do not constitute an offer or invitation to the public for the purposes of the CO, and (ii) no person has issued or possessed for the purposes of issue, or shall issue or possess for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to New Notes which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to those New Notes which are or are intended to be disposed of only to persons outside Hong Kong or only to such professional investors.

Germany

German Holders should note that the Exchange Offer is made based on the exemption provided for in Section 3 paragraph 2 sentence 1 no. 1 of the German Securities Prospectus Act (Wertpapierprospektgesetz, WpPG). Accordingly, none of this announcement, the Exchange Offer Memorandum and any other document in connection with the Exchange Offer or the New Notes is a prospectus (Wertpapierprospekt) within the meaning of the German Securities Prospectus Act (WpPG) or has been filed with or approved by the German Federal Financial Supervisory Authority (BaFin).

Portugal

The Exchange Offer does not constitute a public offer in Portugal and is addressed exclusively to qualified investors, as defined under the terms of Article 30º of the Portuguese Securities Code ("Portuguese Qualified Investors"). The Exchange Offer has not been registered as a public exchange offer with the Portuguese Securities Market Commission (the "CMVM") and neither this Exchange Offer Memorandum nor any materials relating to the Exchange Offer have been or will be subject to the approval of the CMVM. The Exchange Offer may not be made in Portugal by way of a public offering and only Portuguese Qualified Investors are eligible to Offer to Exchange Existing Notes. Accordingly, the Exchange Offer may not be advertised, and neither this announcement nor the Exchange Offer Memorandum may be distributed, directly or indirectly, to any person in Portugal other than to Portuguese Qualified Investors and exclusively for the purpose of the Exchange Offer.

 

 

The Kingdom of Bahrain, Saudi Arabia and Lebanon

Neither this announcement nor the Exchange Offer Memorandum will be distributed in, and the New Notes are not being offered, and may not be offered, in the Kingdom of Bahrain, Saudi Arabia or Lebanon.

General

The Dealer Managers, the Trustee and the Exchange Agents (and their respective directors, employees or affiliates) make no representations or recommendations whatsoever regarding this announcement, the Exchange Offer Memorandum or the Exchange Offer. Each Exchange Agent is the agent of the Issuer and owes no duty to any Holder. None of the Issuer, the Dealer Managers, the Trustee or the Exchange Agents makes any recommendation as to whether or not Holders should participate in the Exchange Offer or refrain from taking any action in the Exchange Offer with respect to any such Holder's Existing Notes and none of them has authorised any person to make any such recommendation.

The Exchange Offer does not constitute an offer to buy or the solicitation of an offer to sell the Existing Notes and/or the New Notes in any circumstances in which such offer or solicitation is unlawful. In any jurisdiction where the securities 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 Issuer by such Dealer Manager or affiliate (as the case may be) in such jurisdiction. In addition to the representations referred to above in respect of the EEA, Australia, the United States, and Canada, each Holder of Existing Notes participating in the Exchange Offer will also be deemed to give certain representations as set out in the Exchange Offer Memorandum in "Terms of the Exchange Offer - 8. Acknowledgements, Representations, Warranties and Undertakings". Any Holder that is unable to make these representations and wishes to participate in the Exchange Offer should contact the Dealer Managers immediately.

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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