Tender Offer and Solicitation Memorandum

RNS Number : 5356C

Standard Life Aberdeen plc

01 October 2018

 

THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (E) 596/2014.

NOT FOR DISTRIBUTION TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) ("US PERSON") OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSION (TOGETHER, THE "UNITED STATES") OR INTO ANY OTHER JURISDICTION OR TO ANY OTHER PERSON WHERE OR TO WHOM IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.

1 October 2018

STANDARD LIFE ABERDEEN PLC ANNOUNCES TENDER OFFERS TO PURCHASE SECURITIES FOR CASH AND CONSENT SOLICITATIONS

Standard Life Aberdeen plc (the "Company") has today launched separate invitations to the holders (the "Securityholders") of its outstanding (a) 6.75 per cent. Fixed Rate Perpetual Reset Subordinated Guaranteed Bonds (the "Perpetuals") and (b) 6.546 per cent. Mutual Assurance Capital Securities (the "MACs" and, together with the Perpetuals, the "Securities") to tender their Securities for purchase by the Company for cash (the "Offers") and to approve certain modifications to the terms and conditions of the Securities to facilitate the full and final redemption of the Securities (the "Proposals").

This announcement does not contain the full terms and conditions of the Offers and Proposals, which are contained in the Tender Offer and Solicitation Memorandum dated 1 October 2018 (the "Tender Offer and Solicitation Memorandum") prepared by the Company. Subject to the offer and distribution restrictions described below and as more fully set out in the Tender Offer and Solicitation Memorandum, Securityholders may obtain a copy of the Tender Offer and Solicitation Memorandum from the Tender Agent, the contact details of which are set out below. In order to receive a copy of the Tender Offer and Solicitation Memorandum, a Securityholder will be required to provide certain confirmations as to his or her status as a holder.

Capitalised terms used in this announcement but not defined have the meanings given to them in the Tender Offer and Solicitation Memorandum.

Securityholders are advised to read carefully the Tender Offer and Solicitation Memorandum for full details of, and information on the procedures for participating in, the Offers and the Proposals.

Description of the key terms of the Offers and the Proposals

Description of the Securities	ISIN / Common Code	Outstanding nominal amount	Existing First Redemption Date of the Securities	Relevant Benchmark Security	Tender Spread	Early Voting-Only Fee*
£500,000,000 6.75 per cent. Fixed Rate Perpetual Reset Subordinated Guaranteed Bonds ("Perpetuals")	XS0151267878 / 15126787	£500,000,000	12 July 2027	UKT 1.25 per cent. 22 July 2027 (GB00BDRHNP05)	0.50 per cent.	1.00 per cent.
£300,000,000 6.546 per cent. Mutual Assurance Capital Securities ("MACs")	XS0204938798 / 020493879	£300,000,000	6 January 2020	UKT 4.75 per cent. 7 March 2020 (GB00B058DQ55)	0.25 per cent.	1.00 per cent.
* Expressed as a percentage of the nominal amount of the relevant Securities.

The Expiration Deadline for the Offers and the Proposals will be 4.00 p.m. (London time) on 18 October 2018. The Early Response Deadline for the Offers and the Proposals will be 4.00 p.m. (London time) on 15 October 2018. Such deadlines are subject to any extension, re-opening, amendment or termination of the Offers or the Proposals as provided in the Tender Offer and Solicitation Memorandum.

Rationale for the Offers and Proposals

As more fully described in the Tender Offer and Solicitation Memorandum, the Company is required, under the Phoenix Share Purchase Agreement, to use commercially reasonable endeavours to complete a tender offer for the Securities.

In light of this requirement, and the fact that the Securities are no longer recognised as regulatory capital under the European Union's Capital Requirements Directive (CRD IV) following completion of the Guarantor Sale (and so the full and final redemption of the Securities will not prejudice the regulatory capital position of the Company), the Company is making the Offers and is inviting Securityholders to approve the Proposals to facilitate the full and final redemption of the Securities.

The Offers and the Proposals have been considered by a special committee (the "Special Committee") of The Investment Association at the Company's request. The members of the Special Committee, who hold in aggregate approximately 40.0 per cent. of the current principal amount outstanding of the Perpetuals and in aggregate approximately 21.4 per cent. of the current principal amount outstanding of the MACs, have examined the Offers and the Proposals. They have informed the Company that they find the Offers and the Proposals acceptable and that, subject to client and other approvals, they intend to vote in favour of the relevant Offers and the Proposals in respect of their holdings of the Securities.

The Special Committee has advised the Company that this recommendation relates only to the Offers and the Proposals set out in the Tender Offer and Solicitation Memorandum with respect to the Securities and not to any future offers or proposals which the Company may make.

The Company has sought and obtained the non-objection of the Financial Conduct Authority to the Offers and to the amendments to the Perpetual Conditions and the MAC Conditions contemplated by the Proposals.

Details of the Offers

Participation

In order to participate in the Offers, Securityholders must validly tender their Securities for purchase by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.

If the Company decides to accept any Securities validly tendered for purchase pursuant to an Offer, the Company proposes to accept for purchase all Securities validly tendered for purchase pursuant to that Offer.

The purchase of Securities pursuant to each Offer is subject to the terms and conditions relevant to that Offer set out in the Tender Offer and Solicitation Memorandum.

The Company is under no obligation to accept any tender of Securities for purchase pursuant to an Offer. Tenders of Securities for purchase may be rejected in the sole and absolute discretion of the Company for any reason and the Company is under no obligation to Securityholders to furnish any reason or justification for refusing to accept a tender of Securities for purchase.

Only Direct Participants may submit Tender Instructions. Each Securityholder that is not a Direct Participant must arrange for the Direct Participant through which it holds the relevant Securities to submit a Tender Instruction on its behalf to the relevant Clearing System by the deadlines specified by such Clearing System.

Tender Prices, Accrued Interest and Arrears of Interest / Deferred Interest

Securityholders who deliver, or arrange to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Early Response Deadline will be eligible to receive the Early Tender Price applicable to the Securities tendered.

The Early Tender Price applicable to the Securities will equal (a) the value of all remaining payments of principal and interest on the relevant Securities up to and including the relevant Existing First Redemption Date, discounted to the Settlement Date at a discount rate equal to the relevant Tender Yield, minus (b) Accrued Interest in respect of the relevant Securities.

Securityholders who deliver, or arrange to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent after the Early Response Deadline will not be eligible to receive the Early Tender Price applicable to the Securities tendered. For Securities tendered after the Early Response Deadline and accepted for purchase by the Company pursuant to the relevant Offer, the relevant Securityholder will be eligible to receive the Final Tender Price in respect of those Securities.

The Final Tender Price applicable to the Securities will equal (a) the relevant Early Tender Price, minus (b) an amount equal to the relevant Early Voting-Only Fee.

The Company will, on the Settlement Date, pay for Securities accepted by it for purchase pursuant to the relevant Offer a price to be determined at or around 2.00 p.m. (London time) (the "Pricing Time") on the second Business Day prior to the Settlement Date in the manner further described in the Tender Offer and Solicitation Memorandum.

Each Tender Price will be determined by the Company in accordance with market convention and expressed as a percentage of the principal amount of the relevant Securities (and rounded to the nearest 0.001 per cent., with 0.0005 per cent. being rounded upwards).

The Company will also pay, on the Settlement Date, an Accrued Interest Payment in respect of Securities accepted for purchase pursuant to the Offers (whether tendered prior to, or following, the Early Response Deadline).

No Arrears of Interest or Deferred Interest is payable in respect of the Perpetuals or the MACs respectively.

Details of the Proposals

Terms of the Proposals

The Company has invited Securityholders to instruct the Principal Paying Agent to appoint one or more representatives of the Tender Agent as their proxy to attend a meeting convened in respect of the relevant Securities (each a "Meeting") and to vote in the manner specified in such instruction in respect of an extraordinary resolution in relation to the relevant Securities proposed by the Company (the details of which are set out in full in the Tender Offer and Solicitation Memorandum and are summarised below). Among other things, the extraordinary resolutions for the Securities provides for the Trustee to be authorised and requested to execute a supplemental trust deed in order to supplement the Perpetual Trust Deed or the MAC Trust Deed (as applicable) and effect the amendments to the Perpetual Conditions or the MAC Conditions (as applicable) summarised below.

The amendments to the Perpetual Conditions or the MAC Conditions (as applicable) contemplated by the relevant Extraordinary Resolution will facilitate the full and final redemption of the relevant Securities by the insertion of a mandatory redemption mechanism into the Perpetual Conditions or the MAC Conditions (as applicable). More specifically, such amendments, if the relevant Extraordinary Resolution is passed and the relevant Supplemental Trust Deed executed, will require the Issuer to redeem the relevant Securities on the Settlement Date at a price equal to the applicable Final Tender Price (together with interest accrued up to, but excluding the Settlement Date and any Arrears of Interest (in the case of the Perpetuals) or Deferred Interest (in the case of the MACs)).

By submitting a Voting-Only Instruction, Securityholders will: (i) automatically instruct the Principal Paying Agent to appoint one or more representatives of the Tender Agent as their proxy to vote in favour of or against (as specified in the relevant Voting-Only Instruction) the relevant Extraordinary Resolution at the relevant Meeting; and (ii) to the extent that the relevant Meeting is adjourned for want of a quorum, automatically instruct the Principal Paying Agent to re-appoint one or more representatives of the Tender Agent as their proxy to vote in favour of or against (as specified in the relevant Voting-Only Instruction) the relevant Extraordinary Resolution at such adjourned Meeting. It will not be possible to validly submit Voting-Only Instructions in either Proposal without at the same time giving such instructions to the Principal Paying Agent.

Participation and Early Voting-Only Fees

In order to participate in the Proposals, Securityholders must deliver, or arrange to have delivered on their behalf, a valid Voting-Only Instruction in favour of or against (as specified in the relevant Voting-Only Instruction) the relevant Proposal(s) that is received by the Tender Agent by the Expiration Deadline.

Only Direct Participants may submit Voting-Only Instructions in respect of a Proposal. Each Securityholder that is not a Direct Participant must arrange for the Direct Participant through which it holds the relevant Securities to submit a Voting-Only Instruction on its behalf to the relevant Clearing System by the deadlines specified by such Clearing System.

Securityholders who deliver, or arrange to have delivered on their behalf, a valid Voting-Only Instruction in favour of or against (as specified in the relevant Voting-Only Instruction) the relevant Proposal(s) that is received by the Tender Agent by the Early Response Deadline will, to the extent permitted by applicable laws and regulations and except as otherwise specified in the Tender Offer and Solicitation Memorandum, be eligible to receive an amount of 1.00 per cent. of the nominal amount of the Securities in respect of which such Securityholders submit a Voting-Only Instruction in accordance with the procedure described in the Tender Offer and Solicitation Memorandum (such amount being an "Early Voting-Only Fee").

Eligibility for an Early Voting-Only Fee is subject in each case to: (i) the relevant Voting-Only Instruction not being subsequently revoked (in the limited circumstances in which such revocation is permitted, as described in the Tender Offer and Solicitation Memorandum); (ii) such Securityholder not attending, or seeking to attend, the relevant Meeting (other than by way of the relevant Voting-Only Instruction in respect of the relevant Proposal); and (iii) the relevant Extraordinary Resolution being passed. The implementation of each Proposal and the relevant Extraordinary Resolution will also be conditional on the quorum required for, and the requisite majority of votes cast at, the relevant Meeting being satisfied by Proposal Eligible Securityholders, irrespective of any participation at the relevant Meeting by Proposal Ineligible Securityholders (including the satisfaction of such condition at an adjourned Meeting).

Payment of any Early Voting-Only Fee is not conditional upon the purchase by the Company of Securities validly tendered in the Offers but is conditional upon the passing of the relevant Extraordinary Resolution.

Where payable, any Early Voting-Only Fee will be paid by the Company to relevant Securityholders on the Settlement Date in the same manner as payment is made to those Securityholders who are eligible to receive any Tender Price, and the relevant Accrued Interest Payment, pursuant to the relevant Offer.

Interaction between Offers and Proposals

By tendering Securities in the Offers, Securityholders will: (i) automatically instruct the Principal Paying Agent to appoint one or more representatives of the Tender Agent as their proxy to vote in favour of the relevant Extraordinary Resolution(s) at the relevant Meeting(s); and (ii) to the extent that such Meeting(s) is/are adjourned for want of a quorum, automatically instruct the Principal Paying Agent to re-appoint one or more representatives of the Tender Agent as their proxy to vote in favour of the relevant Extraordinary Resolution(s) at such adjourned Meeting(s). It will not be possible to validly tender Securities in the Offers without at the same time giving such instructions to the Principal Paying Agent.

A Securityholder who validly submits a Tender Instruction shall not be eligible to submit a Voting-Only Instruction in relation to the Securities which are the subject of such Tender Instruction, and a Securityholder who validly submits a Voting-Only Instruction shall not be eligible to submit a Tender Instruction in relation to the Securities which are the subject of such Voting-Only Instruction or receive the relevant Tender Price, and relevant Accrued Interest Payment.

Offer Ineligible Securityholders who are not entitled to participate in the Offer(s) may nevertheless be entitled to receive the Early Voting-Only Fee in respect of Securities they hold by submitting a Voting-Only Instruction in respect of the relevant Extraordinary Resolution relevant to those Securities by the Early Response Deadline.

For the avoidance of doubt, the Offers are not conditional upon the passing and implementation of the Extraordinary Resolutions pursuant to the Proposals. Neither Offer is conditional upon the completion of the other.

Indicative timetable

This is an indicative timetable showing one possible outcome for the timing of the Offers and the Proposals based on the dates in the Tender Offer and Solicitation Memorandum and assuming that the Meetings are not adjourned. This timetable is subject to change and dates and times may be extended, re-opened or amended by the Company in accordance with the terms of the Offers and the Proposals as described in the Tender Offer and Solicitation Memorandum. Accordingly, the actual timetable may differ significantly from the timetable below

Date	Event
1 October 2018	Commencement of the Offers and Announcement of the Proposals Offers and Proposals announced. Notices delivered to Clearing Systems for communication to Direct Participants. Tender Offer and Solicitation Memorandum available from the Tender Agent, and documents referred to under the section entitled "General" in the Notices available for collection or inspection by Perpetual Holders and MAC Holders, as indicated and as applicable, from the Tender Agent and from the specified office of the Principal Paying Agent.
15 October 2018 4.00 p.m., London time	Early Response Deadline Deadline for receipt by the Tender Agent of all Tender Instructions or Voting-Only Instructions, in order for the Perpetual Holders and the MAC Holders to be eligible for the relevant Early Tender Price or Early Voting-Only Fee (as applicable).
18 October 2018 4.00 p.m., London time	Expiration Deadline Deadline for receipt by the Tender Agent of (i) all Tender Instructions in respect of the Offers in order for Securityholders to be able to participate in the Offers; and (ii) Voting-Only Instructions in respect of the Proposals in order for Securityholders to be able to participate in the Proposals. The final deadline for Perpetual Holders and MAC Holders submitting a Tender Instruction in respect of the Perpetual Offer or the MAC Offer respectively or a Voting-Only Instruction in respect of the Perpetual Proposal and the MAC Proposal respectively to be eligible to receive the relevant Early Tender Price or Early Voting-Only Fee (as applicable) is the Early Response Deadline. Any Securityholder that submits a Tender Instruction in respect of the relevant Offer where such Tender Instruction is received by the Tender Agent by the Expiration Deadline but after the Early Response Deadline will not be eligible to receive the relevant Early Tender Price and will only be eligible to receive the relevant Final Tender Price. Any Securityholder that submits a Voting-Only Instruction in relation to the relevant Proposal where such Voting-Only Instruction is received by the Tender Agent by the Expiration Deadline but after the Early Response Deadline will not be eligible to receive the relevant Early Voting-Only Fee. Furthermore, Securityholders that otherwise submit voting instructions or make arrangements to attend or be represented at the relevant Meeting or who do nothing will not in any circumstances be eligible for any Tender Price, Accrued Interest Payment or Early Voting-Only Fee.
23 October 2018	Meetings Perpetual Meeting to be held at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY, commencing at 10.00 a.m., London time. MAC Meeting to be held at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY, commencing at 10.15 a.m., London time.
As soon as reasonably practicable after the Meetings	Announcement of Meeting Results Announcement of (i) the results of the Meetings and, if applicable, the implementation of the Proposals, (ii) in respect of the Perpetuals, whether the Company will accept valid tenders of Perpetuals pursuant to the Perpetual Offer and, if so accepted, the Perpetual Securities Acceptance Amount, and (iii) in respect of the MACs, whether the Company will accept valid tenders of MACs pursuant to the MAC Offer and, if so accepted, the MAC Securities Acceptance Amount.
23 October 2018 2.00 p.m. London time	Pricing Tender Prices to be determined by the Company at the Pricing Time.
As soon as reasonably practicable after the Pricing	Announcement of Pricing Results and (if applicable) Execution of the Supplemental Trust Deeds Announcement of: (i) each Tender Yield, (ii) each Tender Price, (iii) in respect of the Perpetuals, if the Perpetual Extraordinary Resolution has passed, the "Mandatory Redemption Price" and "Mandatory Redemption Date" (as defined in the Perpetual Extraordinary Resolution), (iv) in respect of the MACs, if the MAC Extraordinary Resolution has passed, the "Mandatory Redemption Price" and "Mandatory Redemption Date" (as defined in the MAC Extraordinary Resolution) and (v) the Settlement Date.
25 October 2018	Expected Settlement Date Payment of the relevant Tender Price(s) and the relevant Accrued Interest Payment for the Securities accepted for purchase pursuant to the Offers and the relevant Early Voting-Only Fee(s) the subject of valid and eligible Voting-Only Instructions received by the Tender Agent prior to the Early Response Deadline. If the Extraordinary Resolutions are passed, it is expected that the Mandatory Redemption Date as set out in each Proposal will be the Settlement Date and that payment of the Mandatory Redemption Price as set out in each Proposal will, therefore, be paid on the Settlement Date to those Securityholders whose Securities have not been accepted for purchase pursuant to the Offers.

If either or both Meetings are adjourned the Company expects to choose, in its sole and absolute discretion and without limiting its right to otherwise extend, re-open, amend, waive any condition of or terminate the Offers and/or the Proposals as provided in the Tender Offer and Solicitation Memorandum, to amend the terms and conditions of the Offers and/or the Proposals to provide for the Settlement Date for the Offers and for payment of any Early Voting-Only Fees in relation to the Proposals to take place after such adjourned Meeting(s) on the same basis as for the original Meetings (and, for the avoidance of doubt, no such amendment to the Settlement Date will entitle Securityholders to revoke any Tender Instructions or Voting-Only Instructions).

Securityholders are advised to check with any bank, securities broker or other intermediary through which they hold Securities when such intermediary would require to receive instructions from a Securityholder in order for that Securityholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Offers or the Proposals before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions and Voting-Only Instructions in respect of the Proposals will be earlier than the relevant deadlines above.

Meetings

Perpetual Meeting

The Perpetual Meeting will be held at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY on 23 October 2018. At the Perpetual Meeting, the Perpetual Holders will be asked to consider and, if thought fit, pass the Perpetual Extraordinary Resolution.

Subject to satisfaction of the Perpetual Eligibility Condition, the Perpetual Meeting will require a quorum of two or more persons present and holding or representing in the aggregate at least three quarters of the principal amount of the outstanding Perpetuals. In the event the necessary quorum for the Perpetual Extraordinary Meeting is not obtained at the relevant Meeting the relevant Meeting shall (unless otherwise agreed between the Company, the Guarantor and the Trustee) stand adjourned for such period being not less than 14 nor more than 42 clear days. At any adjourned Meeting, two or more persons present and holding or representing at least one quarter in aggregate principal amount of the outstanding Securities will form a quorum.

To be passed at the Perpetual Meeting, subject to the satisfaction of the Perpetual Eligibility Condition, the Perpetual Extraordinary Resolution requires a majority consisting of not less than three quarters of the votes cast at the Perpetual Meeting.

If passed, the Perpetual Extraordinary Resolution shall be binding on all Perpetual Holders, whether or not present at the Perpetual Meeting and whether or not voting. Perpetual Holders should refer to the Perpetual Notice for full details of the procedures in relation to the Perpetual

MAC Meeting

The MAC Meeting will be held at the offices of Slaughter and May at One Bunhill Row, London EC1Y 8YY on 23 October 2018. At the MAC Meeting, the MAC Holders will be asked to consider and, if thought fit, pass the MAC Extraordinary Resolution.

Subject to satisfaction of the MAC Eligibility Condition, the MAC Meeting will require a quorum of two or more persons present and holding or representing in the aggregate at least three quarters of the principal amount of the outstanding MACs. In the event the necessary quorum for the MAC Extraordinary Meeting is not obtained at the relevant Meeting the relevant Meeting shall (unless otherwise agreed between the Company, the Guarantor and the Trustee) stand adjourned for such period being not less than 14 nor more than 42 clear days. At any adjourned Meeting two or more persons present and holding or representing at least one quarter in aggregate principal amount of the outstanding Securities will form a quorum.

To be passed at the MAC Meeting, subject to the satisfaction of the MAC Eligibility Condition, the MAC Extraordinary Resolution requires a majority consisting of not less than three quarters of the votes cast at the MAC Meeting.

If passed, the MAC Extraordinary Resolution shall be binding on all MAC Holders, whether or not present at the MAC Meeting and whether or not voting. MAC Holders should refer to the MAC Notice for full details of the procedures in relation to the MACs.

Further Information

Barclays Bank PLC (Telephone: [phone]; Attention: Liability Management Group; Email: [e-mail]) and J.P. Morgan Securities plc (Telephone: [phone]; Attention: Liability Management; Email: [e-mail]) are acting as Dealer Managers and Lucid Issuer Services Limited (Telephone: [phone]; Attention: David Shilson; Email: [e-mail]) is acting as Tender Agent.

None of the Dealer Managers has any role or responsibility in relation to, or liability for, the Offers and the Proposals made to holders of Securities who are not Relevant Securityholders.

Questions and requests for assistance in connection with (i) the Offers and the Proposals may be directed to (a) the Dealer Managers by Relevant Securityholders and (b) the Company by Securityholders that are not Relevant Securityholders (subject to the Company's rights as set out in the Tender Offer and Solicitation Memorandum), and (ii) the delivery of Tender Instructions or Voting-Only Instructions may be directed to the Tender Agent, the contact details for each of which are stated above.

"Relevant Securityholder" means (i) In a Member State of the EU, any Securityholder that is a "professional client" as defined in point (10) of Article 4(1) of Directive 2014/65/EC on markets in financial instruments (as amended from time to time) or (ii) in a jurisdiction outside of the EU, any Securityholder that is an institutional holder under applicable local law and not a retail holder.

Copies of the Tender Offer and Solicitation Memorandum, the Perpetual Notice and the MAC Notice have been submitted to the National Storage Mechanism and will be available for inspection at http://www.morningstar.co.uk/uk/NSM in due course.

This announcement is released by the Company and contains information in relation to the Securities that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), encompassing information relating to the Offer and the Proposal. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this Notice is made by Kenneth Gilmour, Group Company Secretary, for the Company.

Offer and Distribution Restrictions

Neither this announcement nor the Tender Offer and Solicitation Memorandum constitute an invitation to participate in the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement, the Tender Offer and Solicitation Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer and Solicitation Memorandum come are required by each of the Company, the Dealer Managers and the Tender Agent to inform themselves about and to observe any such restrictions.

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 or to any U.S. Person (as defined in Regulation S of the United States Securities Act of 1933, as amended (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 Tender Offer and Solicitation 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 or to any U.S. Person and the Securities 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 or by, or by any person acting for the account or benefit of, a U.S. Person. Any purported tender of Securities in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Securities made by, or by any person acting for the account or benefit of, a U.S. Person or by a person 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 Securityholder participating in the Offers will represent that it is not a U.S. Person, it is not located in the United States and is not participating in the 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 the Offers from the United States and is not a U.S. Person. 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, the Tender Offer and Solicitation 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 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(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer and Solicitation Memorandum nor any other documents or materials relating to the Offers 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, in each case acting on their own account and 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.  This announcement, the Tender Offer and Solicitation Memorandum and any other document or material relating to the Offers have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Belgium

Neither this announcement, the Tender Offer and Solicitation Memorandum nor any other documents or materials relating to the Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids, as amended or replaced from time to time.  Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither the Tender Offer and Solicitation Memorandum nor any other documents or materials relating to the Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" within the meaning of Article 10 of the Belgian Law of 16 June 2006 on public offerings of investment instruments and the admission of investment instruments to trading on regulated markets (as amended from time to time). 

Italy

None of the Offers, this announcement, the Tender Offer and Solicitation Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa ("CONSOB").

The Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999.

Securityholders, or beneficial owners of the Securities, can tender some or all of their Securities 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 Securities or the Offers.

Disclaimer

Please note that Securityholders must read this announcement in conjunction with the Tender Offer and Solicitation Memorandum. The Tender Offer and Solicitation Memorandum contains important information which should be read carefully before any decision is made with respect to the Offers and Proposals.

Securityholders who are in any doubt as to the action they should take or the impact of the Offers and Proposals, or any related instruction are strongly advised to consult their own professional advisers, including as to any tax consequences.

None of the Company, the Dealer Managers, the Principal Paying Agent, the Trustee, the Tender Agent or any director, officer, employee, agent or affiliate of any such person is acting for any Securityholder, or will be responsible to any Securityholder for providing any protections which would be afforded to its clients or for providing advice in relation to the Offers and Proposals or the matters referred to therein, and accordingly none of the Company, the Dealer Managers, the Principal Paying Agent, the Trustee, the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates makes any recommendation whatsoever regarding the Offers and Proposals and none of the Company, the Dealer Managers, the Principal Paying Agent, the Trustee, the Tender Agent nor any of their respective directors, officers, employees, agents or affiliates makes any recommendation as to whether any Securityholder should submit any instruction in connection therewith.

Any materials relating to the Offers and Proposals do not constitute, and may not be used in connection with, any form of invitation, offer or solicitation in any place where such invitations, offers or solicitations are not permitted by law. If a jurisdiction requires that the Offers and Proposals be made by a licenced broker or dealer and any of the Dealer Managers or any of their affiliates is a licensed broker or dealer in such jurisdiction, the Offers and Proposals shall be deemed to be made by the Dealer Managers or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

The distribution of the Tender Offer and Solicitation Memorandum and the making of the Offers and Proposals by the Company in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Tender Offer and Solicitation Memorandum come are required by the Company, the Dealer Managers and the requested to inform themselves about, and to observe, any such restrictions.

 

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