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Faurecia S.E. (IRSH)

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Wednesday 13 November, 2019

Faurecia S.E.

BNP Paribas announces tender offer

RNS Number : 2448T
Faurecia S.E.
13 November 2019
 

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON OR IN OR INTO THE UNITED STATES (EACH AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

 

13 November 2019

 

BNP Paribas
(a société anonyme established under the laws of the Republic of France)
(the "Offeror")

announces the launch of A TENDER OFFER

TO THE QUALIFYING HOLDERS OF Faurecia S.E.'s
(the "
company")

 

€700,000,000 3.625 per cent. Notes due June 2023 (of which €700,000,000 are currently outstanding) (ISIN: XS1384278203) (the "Existing Notes")

to tender their Existing Notes for purchase by the Offeror for cash SUBJECT TO A MAXIMUM ACCEPTANCE AMOUNT

 

 

Description of the Existing Notes

ISIN Code

Outstanding Principal Amount

 

 

Maximum Acceptance Amount

Tender Offer Price






€700,000,000 3.625 per cent. Notes due June 2023

XS1384278203

€700,000,000

To be determined and announced as soon as practicable following the pricing of the New Notes

101.963% of the principal amount of Existing Notes

 

On the terms and subject to the conditions contained in the tender offer memorandum dated 13 November 2019 (the "Tender Offer Memorandum"), the Offeror invites Qualifying Holders to tender their Existing Notes for purchase by the Offeror (subject to pro-ration) for a cash amount.

The Company today announced its intention, subject to certain conditions, to issue new fixed rate senior notes (the "New Notes"). It is intended that Existing Notes purchased by the Offeror pursuant to the Tender Offer will be transferred by the Offeror to the Company in exchange for the issue of the New Notes by the Company, and upon such transfer, such Existing Notes will be immediately cancelled by the Company.

The Tender Offer is conditional upon (i) the pricing of the New Notes, (ii) the signing of a purchase agreement between the Company and the Initial Purchasers for the purchase of, and subscription for, the New Notes and (iii) such purchase agreement remaining in full force and effect as at the Settlement Date (where (i), (ii) and (iii) are together hereinafter referred to as the "Transaction Condition"), as well as certain other conditions described in the Tender Offer Memorandum.

Existing Notes which have not been submitted for tender or have not been successfully tendered for purchase pursuant to the Tender Offer will remain outstanding after the Settlement Date. Subject to the issuance of New Notes in an amount deemed sufficient by the Company,  and to the extent that the proceeds of the New Notes are greater than the aggregate principal amount of Existing Notes accepted for purchase pursuant to the Tender Offer, the Company intends to give notice to the holders of the Existing Notes of the exercise of its early redemption option in respect of all or part of such remaining Existing Notes (up to the principal amount of the New Notes less the aggregate principal amount accepted for purchase to the Tender Offer to the extent that the amount of New Notes issued is less than such principal amount of Existing Notes outstanding), at a redemption price equal to 101.813 per cent. of the principal amount of such Existing Notes, such early redemption being conditional upon the settlement of the issue by the Company of the New Notes.

The Offeror will announce as soon as practicable on 25 November 2019 (the "Settlement Date") (i) whether the Transaction Condition has been satisfied and, if satisfied, whether the Offeror will accept for purchase any offer of Existing Notes; and (ii) if so, the principal amount of such Existing Notes so accepted. The Offeror is under no obligation to accept any offers or to complete the Tender Offer until the announcement of its acceptance. If the Offeror announces the acceptance of any tender of Existing Notes for purchase, the Offeror will accept all valid offers of Existing Notes received up to a maximum aggregate principal amount of Existing Notes (the "Maximum Acceptance Amount"), such amount being determined at the Offeror's sole and absolute discretion. The Maximum Acceptance Amount will be announced as soon as practicable after the pricing of the New Notes.  

Terms of the Tender Offer

(a)      The amount in cash (rounded to the neared €0.01, with half a cent being rounded upwards) payable by the Offeror for the Existing Notes validly tendered by any Qualifying Holder and accepted by it for purchase pursuant to the Tender Offer will be an amount equal to the aggregate of (i) the Tender Consideration and (ii) any Accrued Interest Amount.

(b)      The Settlement Date is expected to be 25 November 2019, on which date the Offeror will pay the Tender Consideration and any Accrued Interest Amount to the Qualifying Holders who have validly tendered for purchase Existing Notes under the Tender Offer and whose tenders have been accepted.

(c)      The Offeror may reject tenders of Existing Notes for purchase that it considers, in its sole discretion, not to have been validly made and the Offeror is under no obligation to any relevant holder of Existing Notes to provide any reason or justification for refusing to accept any such tender of Existing Notes for purchase.

Tender Offer Price

101.963% of the principal amount of Existing Notes accepted for purchase pursuant to the Tender Offer.

Pro-Ration

All valid tenders for purchase may, in the sole discretion of the Offeror, be accepted subject to pro-ration if the aggregate principal amount of Existing Notes validly tendered pursuant to the terms of the Tender Offer exceeds the Maximum Acceptance Amount which the Offeror decides in its sole discretion to accept in the Tender Offer. The manner in which the pro-ration should take place is further described in the Tender Offer Memorandum.

Settlement

The Settlement Date for the Tender Offer is expected to be 25 November 2019. Any payment to a Qualifying Holder of the Tender Consideration and the Accrued Interest Amount pursuant to the Tender Offer, will only be made by the relevant Clearing System for the Qualifying Holders through Euroclear and Clearstream. The payment of such Accrued Interest Amount and the Tender Consideration to such Clearing System and by such Clearing System to such Direct Participant will satisfy the respective obligations of the Offeror and such Clearing System in respect of the purchase of such Existing Notes. Under no circumstances will any additional interest or other amount be payable by the Offeror to a Qualifying Holder due to any delay for whatever reason in the transmission of funds from the relevant Clearing System with respect to such Existing Notes of that Qualifying Holder.

 

Amendment, Termination or Extension

 

Subject as provided in the Tender Offer Memorandum, the Offeror may, in its sole discretion, (i) amend or extend the Tender Offer; (ii) waive the Transaction Condition; and (iii) terminate or withdraw the Tender Offer (including, but not limited to, where the Transaction Condition has not been satisfied) at any time prior to the announcement by the Offeror on the Settlement Date of whether the Offeror intends to accept any Existing Notes for purchase.

If the Offeror terminates the Tender Offer, any Existing Notes offered for sale will not be purchased.

 

The Offeror reserves the right to reject or accept any Existing Notes validly offered for sale pursuant to the Tender Offer Memorandum in its sole and absolute discretion.

 

Priority Allocation

 

The Offeror will, in connection with the potential allocation of the New Notes by or on behalf of the Company, consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated a firm intention to tender Existing Notes pursuant to the Tender Offer and, if so, the aggregate principal amount of the Existing Notes validly tendered or intended to be tendered by such investor. When considering any potential allocation of New Notes, the intention is to give preference to those investors who, prior to such allocation, have validly tendered or indicated their firm intention to tender Existing Notes to the Dealer Managers or the Offeror. However, the Company (or an agent on its behalf) is not obliged to allocate the New Notes to an investor which has validly tendered or indicated a firm intention to tender the Existing Notes pursuant to the Tender Offer. Any potential allocation of New Notes, while being considered as set out above, will be made in accordance with customary new issue allocation processes and procedures. No assurances can be given that any Qualifying Noteholder that tenders Existing Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all. In the event that a Qualifying Holder validly tenders Existing Notes pursuant to the Tender Offer, such Existing Notes will remain subject to such tender and the conditions of the Tender Offer as set out in the Tender Offer Memorandum irrespective of whether that Qualifying Holder receives all, part or none of any allocation of New Notes for which it has applied.

The denomination of New Notes will be €100,000 and integral multiples of €1,000 in excess thereof. Accordingly, in order for any priority in the allocation of New Notes with respect to a Qualified Holder to be effective, such Qualifying Holder will need to have a minimum of €100,000 in aggregate principal amount of Existing Notes accepted for purchase by the Company pursuant to the Tender Offer.

To request allocation of New Notes, a Qualifying Holder should contact the Dealer Managers (in their capacity as an Initial Purchaser of the issue of the New Notes) using the contact details on the last page of the Tender Offer Memorandum.

The pricing of the New Notes is expected to take place prior to the Expiration Deadline and, as such, Qualifying Holders are advised to contact the Dealer Managers as soon as possible prior to the Expiration Deadline in order to request allocation of New Notes.

The Tender Offer Memorandum is not an offer to buy or sell, or a solicitation of an offer to sell or buy, any New Notes or other securities in the United States or any other jurisdiction. Securities may not be offered or sold in the United States absent registration under, or an exemption from, the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S under the Securities Act) except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The target market for the New Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II") and the New Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of MiFID II or (ii) a customer within the meaning of Directive 2002/92/EC), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.

For the avoidance of doubt, the ability to purchase New Notes is subject to all applicable securities laws and regulations in force in any relevant jurisdiction (including the jurisdiction of the relevant Qualifying Holder and the selling restrictions set out in the offering circular with respect to the offering of the New Notes). It is the sole responsibility of each Qualifying Holder to satisfy itself that it is eligible to purchase New Notes before requesting New Notes Priority.

 

Key Dates

 

Please note the following important dates and times relating to the Tender Offer. Each date and time is indicative only and is subject to the right of the Offeror to extend, amend, terminate and/or withdraw the Tender Offer, subject to applicable laws and as set out in this notice and in the Tender Offer Memorandum:

 

Events


Dates and Times




(All times are Paris time)


Launch of the Tender Offer...........................................................


13 November 2019


Tender Offer announced and notice of the Tender Offer submitted to the Clearing Systems and published by way of an announcement on the website of Euronext Dublin (www.ise.ie) and on a Notifying News Service.




Tender Offer Memorandum made available to Qualifying Holders, upon request to the Tender Agent.

Conditional early redemption notice with respect to remaining Existing Notes (i.e., those Existing Notes which are not submitted and accepted for purchase under the Tender Offer) submitted to the Clearing Systems and published by way of an announcement on the website of Euronext Dublin (www.ise.ie) and on a Notifying News Service.




Announcement of the launch of the offering of the New Notes.

Expected pricing of the New Notes.




Announcement of the Maximum Acceptance Amount..................


As soon as practicable after the pricing of the New Notes


Expiration Deadline......................................................................


4.00 p.m. on 20 November 2019


Deadline for receipt by the Tender Agent of all Electronic Instruction Notices. Qualifying Holders should note that Electronic Instruction Notices must be submitted in accordance with the deadlines of the relevant Clearing System.




Announcement of the indicative results of the Tender Offer..........


As soon as reasonably practicable on 21 November 2019


A non-binding indication of

(i) the indicative Pro-ration Factor, if applicable; and

(ii) the final aggregate principal amount of Existing Notes that will remain outstanding after the Settlement Date.




Announcement of the final results of the Tender Offer..................


As soon as practicable on the Settlement Date


Announcement of whether the Transaction Condition has been satisfied and, if satisfied, whether the Offeror will accept valid offers of Existing Notes for purchase, and, if so accepted, of

(i) the final Pro-ration Factor (if any);

(ii) confirmation of any Accrued Interest in respect of the Existing Notes accepted for purchase; and

(iii) the final aggregate principal amount of Existing Notes that remain outstanding after the Settlement Date.

Announcement to be submitted to the Clearing Systems and published by way of announcement on a Notifying News Service and on the website of Euronext Dublin (www.ise.ie).




Settlement Date of the Tender Offer..............................................


Expected to take place on
25 November 2019


 

 

Qualifying Holders are advised to check with the bank, securities broker or other intermediary through which they hold their Existing Notes whether such intermediary would require receiving instructions to participate in, or withdraw their instruction to participate in, the Tender Offer prior to the deadlines set out above. The deadlines set by each Clearing System for the submission of Electronic Instruction Notices may also be earlier than the relevant deadlines above, in which case Qualifying Holders should follow those earlier deadlines. See "Terms of the Tender Offer" below.

Significant delays may be experienced where notices are delivered through the Clearing Systems and Qualifying Holders are urged to contact the Dealer Managers or the Tender Agent at the contact details specified on the back cover of the Tender Offer Memorandum for the relevant announcements during the Tender Offer Period. All announcements will be made available upon release at the offices of the Tender Agent.

This notice must be read in conjunction with the Tender Offer Memorandum. Capitalised terms used in this notice and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum. This notice and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made to participate in the Tender Offer. If you are in any doubt as to the action you should take, you are recommended to seek your own financial advice, including as to any tax consequences, immediately from your stockbroker, bank manager, solicitor, accountant or other appropriately authorised independent financial adviser. Any person whose Existing Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if they wish to participate in the Tender Offer. The distribution of this notice in certain jurisdictions (in particular the United States, the European Economic Area, the United Kingdom, France and the Republic of Italy) is restricted by law (see "Offer Restrictions" below). Persons into whose possession this document comes are required to inform themselves about, and to observe, any such restrictions.

 

Further Information

 

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

 

Any charges, costs and expenses charged by the Qualifying Holders intermediary shall be borne by such Qualifying Holders.

 

The Tender Offer Memorandum and/or this notice do not constitute a recommendation by the Offeror, the Dealer Managers, the Company, the Tender Agent or any of their respective affiliates, directors or employees to Qualifying Holders to tender Existing Notes. The Dealer Managers do not take responsibility for the content of this notice. None of the Offeror, the Dealer Managers, the Company, the Tender Agent or any of their respective affiliates, directors or employees has authorised any third party to make any such recommendation. Qualifying Holders should thoroughly examine the information contained in the Tender Offer Memorandum, consult their personal legal, tax and investment advisers and make an independent decision whether to tender any Existing Note held by them to the Offeror on the basis of the Tender Offer.

 

For more information regarding the terms and conditions of the Tender Offer, please refer to the Tender Offer Memorandum.

 

Questions and requests for documents or assistance in relation to the procedures relating to participation in the Tender Offer may be addressed to the Dealer Managers or the Tender Agent, the contact details of which are provided below.

 



Contact Information

 

The Offeror of the Tender Offer:

BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom

Attn: Liability Management Group
Tel: +44 207 595 8668
Email: [email protected]
 

The Dealer Managers of the Tender Offer are:

 

BNP PARIBAS
10 Harewood Avenue
London NW1 6AA
United Kingdom

Attn: Liability Management Group
Tel: +44 207 595 8668
Email: [email protected]

Natixis
47, quai d'Austerlitz
75013 Paris
France

Attn: Liability Management
Tel: +33 1 58 55 08 14/+33 1 58 55 05 56
Email: [email protected]

 

 

 

The Tender Agent for the Tender Offer will be:

 

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom

Telephone: +44 20 7704 0880
Email: [email protected]
Attention: Thomas Choquet

 

Copies of the Tender Offer Memorandum are available upon request addressed to the Tender Agent.

 

Prior to making a decision as to whether to participate in the Tender Offer, Qualifying Holders should carefully consider all of the information in the Tender Offer Memorandum.

 



 

OFFER RESTRICTIONS

This notice does not constitute an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from which, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this notice or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this notice comes are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

No action has been or will be taken in any jurisdiction in relation to the Tender Offer that would permit a public offering of securities.

The Tender Offer is not being made or offered and will not be made or offered directly or indirectly in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, or to owners of Existing Notes who are located in, the United States as defined in Regulation S of the U.S. Securities Act of 1933, as amended (the "Securities Act"), or to, or for the account or benefit of, any U.S. Persons as defined in Regulation S of the Securities Act (each a "U.S. Person") and the Existing Notes may not be tendered in the Tender Offer by any such use, means, instrumentality or facility from or within the United States, by persons located or resident in the United States or by U.S. Persons. Accordingly, copies of the Tender Offer Memorandum, this notice and any documents or materials related to the Tender 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 any such person. Any purported offer to sell in response to the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid, and any purported tender of Existing Notes made by a person located in the United States, a U.S. Person, any person acting for the account or benefit of a U.S. Person, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or any U.S. Person will not be accepted.

Each Qualifying Holder of Existing Notes participating in the Tender Offer will represent that it is not participating in the Tender Offer from the United States, that it is participating in the Tender Offer in accordance with Regulation S under the Securities Act and that it is not a U.S. Person or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offer from the United States and who is not a U.S. Person.

Republic of Italy

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

The Tender Offer is being carried out in the Republic of Italy as an exempted offer pursuant to Article 101-bis, paragraph 3-bis, of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and Article 35-bis, paragraph 3 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Regulation No. 11971"). Accordingly, this notice, the Tender Offer Memorandum and any other offering material relating to the Tender Offer may not be distributed to the public in the Republic of Italy and only qualified investors (investitori qualificati), as defined under Article 35, paragraph 1, letter d) of Regulation No. 20307 pursuant to Article 100 of the Financial Service Act and Article 34-ter, first paragraph, letter b) of Regulation No. 11971 are eligible to participate in the Tender Offer.

Qualifying Holders that are located in the Republic of Italy can tender Existing Notes for purchase in the Tender Offer through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, the Bank of Italy or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Existing Notes or the Tender Offer or this notice, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offer.

The communication of this notice, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended (the "FSMA"). Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is only directed at and may only be communicated to (i) those persons who are existing members or creditors of an Offeror or other persons within Articles 19 and 43 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended) and (ii) any other persons to whom these documents and/or materials may lawfully be communicated (together being referred to as "relevant persons" in this paragraph), and must not be acted on or relied upon by persons other than relevant persons. Any investment activity referred to in this notice, the Tender Offer Memorandum, this notice or such other offer material are available only to relevant persons and will be engaged in only with relevant persons.

The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France. This notice, the Tender Offer Memorandum and any other offering material relating to the Tender Offer may not be distributed to the public in the Republic of France and only qualified investors (investisseurs qualifiés), as defined in article 2 point (e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation") and in accordance with Articles L.411-1 and L.411-2 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. Neither this notice, the Tender Offer Memorandum, nor any other such offering material has been submitted for clearance to the Autorité des marchés financiers.

In any European Economic Area ("EEA") Member State, this notice and the Tender Offer Memorandum are only addressed to and are only directed at qualified investors in that Member State within the meaning of the Prospectus Regulation.

This notice and the Tender Offer Memorandum have been prepared on the basis that the Tender Offer in any Member State of the EEA will be made pursuant to an exemption under the Prospectus Regulation from the requirement to produce a prospectus.

Each person in a Member State who receives any communication in respect of the Tender Offer contemplated in the Tender Offer Memorandum will be deemed to have represented, warranted and agreed to and with each Dealer Manager and the Offeror that it is a qualified investor within the meaning of the law in that Member State implementing Article 2 point (e) of the Prospectus Regulation.

This notice and the Tender Offer Memorandum do not constitute an offer to buy or the solicitation of an offer to sell Existing Notes, and tenders of Existing Notes for purchase pursuant to the Tender Offer will not be accepted from Qualifying Holders in any circumstances in which such offer or solicitation is unlawful.

In addition to the representations referred to above in respect of the United States, each Qualifying Holder participating in a Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Terms of the Tender Offer" in the Tender Offer Memorandum. Any tender of Existing Notes for purchase pursuant to the Tender Offer from a Qualifying Holder that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Managers and the Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Existing Notes for purchase pursuant to the Tender Offer, whether any such representation given by a Qualifying Holder is correct and, if such investigation is undertaken and as a result the Offeror or the Tender Agent determines (for any reason) that such representation is not correct, such tender shall not be accepted.

The Offeror, the Dealer Managers, the Company and the Tender Agent (or their directors, employees or affiliates) make no representations or recommendations whatsoever regarding this notice, the Tender Offer Memorandum or the Tender Offer. The Tender Agent is an agent of the Offeror and owes no duty to any Qualifying Holder.

None of the Offeror, the Dealer Managers, the Company or the Tender Agent makes any recommendation as to whether or not Qualifying Holders should participate in the Tender Offer.

 

 

 

This announcement has been issued through the Companies Announcement Service of Euronext Dublin.

 


This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact [email protected] or visit www.rns.com.
 
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