Financial Express (Holdings) Limited (“we”, “our”, “us” and derivatives) are committed to protecting and respecting your privacy. This Privacy Policy, together with our Terms of Use, sets out the basis on which any personal data that we collect from you, or that you provide to us, will be processed by us relating to your use of any of the below websites (“sites”).

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For the purposes of the Data Protection Act 1998, the data controller is Trustnet Limited of 2nd Floor, Golden House, 30 Great Pulteney Street, London, W1F 9NN. Our nominated representative for the purpose of this Act is Kirsty Witter.

WHAT INFORMATION DO WE COLLECT ABOUT YOU?

We collect information about you when you register with us or use any of our websites / services. Part of the registration process may include entering personal details & details of your investments.

We may collect information about your computer, including where available your operating system, browser version, domain name and IP address and details of the website that you came from, in order to improve this site.

You confirm that all information you supply is accurate.

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You can block cookies by activating the setting on your browser which allows you to refuse the setting of all or some cookies. However, if you use your browser settings to block all cookies (including essential cookies) you may not be able to access all or part of our sites. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies as soon as you visit our sites.

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We store and use information you provide as follows:

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We will not disclose your name, email address or postal address or any data that could identify you to any third party without first receiving your permission.

However, you agree that we may disclose to any regulatory authority to which we are subject and to any investment exchange on which we may deal or to its related clearing house (or to investigators, inspectors or agents appointed by them), or to any person empowered to require such information by or under any legal enactment, any information they may request or require relating to you, or if relevant, any of your clients.

You agree that we may pass on information obtained under Money Laundering legislation as we consider necessary to comply with reporting requirements under such legislation.

ACCESS TO YOUR INFORMATION AND CORRECTION

We want to ensure that the personal information we hold about you is accurate and up to date. You may ask us to correct or remove information that is inaccurate.

You have the right under data protection legislation to access information held about you. If you wish to receive a copy of any personal information we hold, please write to us at 3rd Floor, Hollywood House, Church Street East, Woking, GU21 6HJ. Any access request may be subject to a fee of £10 to meet our costs in providing you with details of the information we hold about you.

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The data that we collect from you may be transferred to, and stored at, a destination outside the European Economic Area (“EEA”). It may be processed by staff operating outside the EEA who work for us or for one of our suppliers. Such staff may be engaged in, amongst other things, the provision of support services. By submitting your personal data, you agree to this transfer, storing and processing. We will take all steps reasonably necessary, including the use of encryption, to ensure that your data is treated securely and in accordance with this privacy policy.

Unfortunately, the transmission of information via the internet is not completely secure. Although we will do our best to protect your personal data, we cannot guarantee the security of your data transmitted to our sites; any transmission is at your own risk. You will not hold us responsible for any breach of security unless we have been negligent or in wilful default.

CHANGES TO OUR PRIVACY POLICY

Any changes we make to our privacy policy in the future will be posted on this page and, where appropriate, notified to you by e-mail.

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CONTACT

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Autostrade S.p.A. (IRSH)

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Monday 11 September, 2017

Autostrade S.p.A.

Tender Offer Announcement

RNS Number : 3410Q
Autostrade per L'Italia S.p.A.
11 September 2017
 

Tender Offers by BNP Paribas S.A. for Autostrade per l'Italia S.p.A.'s €1,000,000,000 4.500 per cent. Senior Guaranteed Notes due 8 February 2019, €750,000,000 4.375 per cent. Senior Guaranteed Notes due 16 March 2020, €750,000,000 2.875 per cent. Senior Guaranteed Notes due 26 February 2021 and €650,000,000 1.125 per cent. Notes due 4 November 2021 and New Notes to be issued by Autostrade per l'Italia S.p.A. under its EMTN Programme.

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS, (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON (AS DEFINED BELOW) OR TO ANY PERSON LOCATED OR RESIDENT IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW).

11 September 2017. BNP Paribas S.A. (the "Offeror") hereby announces an invitation to the holders ("Noteholders") of each series of the outstanding (i) €1,000,000,000 4.500 per cent. Senior Guaranteed Notes due 8 February 2019 (ISIN: XS0744125302) (the "2019 Notes"), (ii) €750,000,000 4.375 per cent. Senior Guaranteed Notes due 16 March 2020 (ISIN: XS0828749761) (the "2020 Notes"), (iii) €750,000,000 2.875 per cent. Senior Guaranteed Notes due 26 February 2021 (ISIN: XS0986174851) (the "February 2021 Notes") and (iv) €650,000,000 1.125 per cent. Notes due 4 November 2021 (ISIN: XS1316567343) (the "November 2021 Notes"), all issued by Autostrade per l'Italia S.p.A. (the "Issuer" or "ASPI") and, save in respect of the November 2021 Notes, guaranteed by ASPI (each of the 2019 Notes, the 2020 Notes, the February 2021 Notes and the November 2021 Notes a "Series" and collectively, the "Notes") to tender their Notes for purchase by the Offeror for cash up to a maximum aggregate principal amount of €650,000,000 across all Series of Notes, such amount being subject to the right of the Offeror to increase or decrease it (each, an "Offer" and together, the "Offers") subject to the satisfaction of the New Notes Condition (as defined below) and on the terms and subject to the conditions set out in the tender offer memorandum dated 11 September 2017 (the "Tender Offer Memorandum") prepared in connection with the Offers, and is subject to the offer and distribution restrictions set out below. Capitalised terms used herein but not defined have the meanings given to them in the Tender Offer Memorandum.

The Offeror is not under any obligation to accept for purchase any Notes tendered pursuant to the Offers. The acceptance for purchase by the Offeror of Notes validly tendered pursuant to the Offers is at the sole discretion of the Offeror and tenders may be rejected by the Offeror for any reason.

The Issuer announced today its intention to issue a series of new euro-denominated fixed rate notes (the "New Notes") under its €7,000,000,000 Euro Medium Term Note Programme (the "Programme"). Whether the Offeror will accept for purchase any Notes validly tendered in the Offers is subject, without limitation, to (i) the pricing of the New Notes; (ii) the signing by the Issuer and the Joint Lead Managers of a subscription agreement for the purchase of, and subscription for, the New Notes and (iii) such subscription agreement remaining in full force and effect as at the Settlement Date (the "New Notes Condition").

Description of the Notes

ISIN/ Common Code

Outstanding Nominal Amount

Interpolated Reference Rate

Purchase Spread

Purchase Yield

€1,000,000,000 4.500 per cent. Senior Guaranteed Notes due 8 February 2019 (the "2019 Notes")

XS0744125302/ 074412530

€673,637,000

N/A

N/A

-0.20%[1]

€750,000,000 4.375 per cent. Senior Guaranteed Notes due 16 March 2020 (the "2020 Notes")

XS0828749761/ 082874976

€618,975,000

N/A

N/A

-0.150%[2]

€750,000,000 2.875 per cent. Senior Guaranteed Notes due 26 February 2021 (the "February 2021 Notes")

XS0986174851/ 098617485

€750,000,000

N/A

N/A

0.00%[3]

 

€650,000,000 1.125 per cent. Notes due 4 November 2021 (the "November 2021 Notes")

XS1316567343/ 131656734

€650,000,000

November 2021 Interpolated Mid-Swap Rate

0 bps

The sum of the November 2021 Interpolated Mid Swap Rate and the Purchase Spread

 

 

Pricing

Purchase Price for the 2019 Notes

The Offeror will pay, for the 2019 Notes validly tendered and accepted by it for purchase pursuant to the relevant Offer, a price (the "2019 Notes Purchase Price", expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) to be determined in the manner described in the Tender Offer Memorandum by reference to a yield of -0.20 per cent. (such yield, the "2019 Notes Purchase Yield").

The 2019 Notes Purchase Price will be determined in accordance with market convention, and is intended to reflect a yield to maturity of the 2019 Notes on the Settlement Date based on the 2019 Notes Purchase Yield. Specifically, the 2019 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the tendered 2019 Notes up to and including the scheduled maturity date of the 2019 Notes, discounted to the Settlement Date at a discount rate equal to the 2019 Notes Purchase Yield, minus (b) the relevant Accrued Interest Payment (as defined below). See "Accrued Interest Payment" below.

Purchase Price for the 2020 Notes

The Offeror will pay, for the 2020 Notes validly tendered and accepted by it for purchase pursuant to the relevant Offer, a price (the "2020 Notes Purchase Price", expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) to be determined in the manner described in the Tender Offer Memorandum by reference to a yield of -0.15 per cent. (such yield, the "2020 Notes Purchase Yield").

The 2020 Notes Purchase Price will be determined in accordance with market convention, and is intended to reflect a yield to maturity of the 2020 Notes on the Settlement Date based on the 2020 Notes Purchase Yield. Specifically, the 2020 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the tendered 2020 Notes up to and including the scheduled maturity date of the 2020 Notes, discounted to the Settlement Date at a discount rate equal to the 2020 Notes Purchase Yield, minus (b) the relevant Accrued Interest Payment (as defined below). See "Accrued Interest Payment" below.

Purchase Price for the February 2021 Notes

The Offeror will pay for the February 2021 Notes validly tendered and accepted by it for purchase pursuant to the relevant Offer at a price (the "February 2021 Notes Purchase Price", expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) to be determined in the manner described in the Tender Offer Memorandum by reference to a yield of 0.00 per cent. (such yield, the "February 2021 Notes Purchase Yield").

The February 2021 Notes Purchase Price will be determined in accordance with market convention, and is intended to reflect a yield to maturity of the February 2021 Notes on the Settlement Date based on the February 2021 Notes Purchase Yield. Specifically, the February 2021 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the tendered February 2021 Notes up to and including the scheduled maturity date of the February 2021 Notes, discounted to the Settlement Date at a discount rate equal to the February 2021 Notes Purchase Yield, minus (b) the relevant Accrued Interest Payment (as defined below). See "Accrued Interest Payment" below.

Purchase Price for the November 2021 Notes

The Offeror will pay for the November 2021 Notes validly tendered and accepted by it for purchase pursuant to the relevant Offer at a price (the "November 2021 Notes Purchase Price", expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded upwards) to be determined at or around 2:00 p.m. CET (the "Pricing Time") on 19 September 2017 (the "Pricing Date") in the manner described in the Tender Offer Memorandum by reference to a yield (such yield, the "November 2021 Notes Purchase Yield") calculated as the sum of a purchase spread (the "Purchase Spread") and the November 2021 Interpolated Mid-Swap Rate.

The November 2021 Notes Purchase Price will be determined at the Pricing Time on the Pricing Date in accordance with market convention, and is intended to reflect a yield to maturity of the November 2021 Notes on the Settlement Date based on the November 2021 Notes Purchase Yield. Specifically, the November 2021 Notes Purchase Price will equal (a) the value of all remaining payments of principal and interest on the tendered November 2021 Notes up to and including the scheduled maturity date of the November 2021 Notes, discounted to the Settlement Date at a discount rate equal to the November 2021 Notes Purchase Yield, minus (b) the relevant Accrued Interest Payment (as defined below). See "Accrued Interest Payment" below.

Accrued Interest Payment

The Offeror will also pay an amount corresponding to Accrued Interest (the "Accrued Interest Payment") in respect of each Note accepted for purchase pursuant to the Offers.

Key Terms of the Offer

As at the date hereof, the aggregate principal amount of Notes to be accepted in the Offers across all Series of Notes combined (the "Final Acceptance Amount") will be the maximum aggregate principal amount of €650,000,000 across all Series of Notes combined, such amount being subject to the right of the Offeror to increase or decrease it (the "Maximum Purchase Amount"). The Offeror will determine the allocation of funds between each Series of Notes in its sole and absolute discretion and reserves the right to accept significantly more or less (or none) of the Notes of any Series (subject to proration, if applicable), as compared to the other Series. The Offeror may also, in its sole discretion, extend, amend, withdraw or terminate the Offers at any time (subject to applicable law and as provided in the Tender Offer Memorandum).

If the acceptance of all valid tenders of Notes in respect of any Series of Notes would require a greater principal amount of Notes of the relevant Series to be accepted than the applicable Series Acceptance Amount, the Offeror will accept tenders of Notes for purchase in respect of the relevant Notes on a pro rata basis (as described immediately below).

In the event that pro rata allocation applies, for the purposes of such acceptance, each such tender of Notes will be scaled by a factor equal to (i) the maximum aggregate principal amount of the Notes of the relevant Series that can be accepted by the Offeror for purchase without exceeding the applicable Series Acceptance Amount, divided by (ii) the aggregate principal amount of the relevant Notes that have been validly tendered in the relevant Offer.

Each tender of Notes reduced in this manner will be rounded down or up at the Offeror's discretion to the nearest Incremental Denomination provided that the Offeror will not accept a tender of Notes in this manner where the acceptance of prorated Notes would result in a Noteholder transferring Notes to the Offeror in an aggregate principal amount less than the applicable Minimum Denomination in respect of such Series.

The Offers begin on 11 September 2017 (the "Launch Date") and expire at 5.00 p.m., CET time, on 18 September 2017 (the "Expiration Deadline"), unless the period for the relevant Offer is extended or reopened or the relevant Offer is amended or terminated. The relevant deadline set by any intermediary or Clearing Systems (as defined in the Tender Offer Memorandum) will be earlier than this deadline. In order to participate in, and be eligible to receive the relevant Purchase Amount and the Accrued Interest Payment pursuant to the relevant Offer, Noteholders must validly tender their Notes by delivering, or arranging to have delivered on their behalf, a valid Tender Instruction that is received by Lucid Issuer Services Limited (the "Tender Agent") by the Expiration Deadline.

An announcement of a non-binding indication of (i) each Series Acceptance Amount, (ii) the Final Acceptance Amount and (iii) any Scaling Factor and Accrued Interest for each Series of Notes, subject to satisfaction of the New Notes Condition and acceptance by the Offeror of valid tenders of Notes, is currently expected to be made at or around 10.00 a.m. (CET) on 19 September 2017.

An announcement as to whether the Offeror will accept valid tenders of Notes pursuant to all or any of the Offers and, if so accepted, each Series Acceptance Amount, the Final Acceptance Amount, any Scaling Factor and Accrued Interest for each Series of Notes (expressed as a percentage of the nominal amount of each Series of Notes) and (i) the 2019 Notes Purchase Price, (ii) the 2020 Notes Purchase Price, (iii) the February 2021 Notes Purchase Price and (iv) the November 2021 Interpolated Mid-Swap Rate, the November 2021 Notes Purchase Yield and the November 2021 Notes Purchase Price, is currently expected to be made as soon as reasonably practicable after 2.00 p.m. (CET) on 19 September 2017 (the "Announcement of Results of the Offers and Pricing"). The expected date for payment of the Purchase Amount and Accrued Interest Payments for the Notes accepted for purchase and settlement of such purchases is expected to be 21 September 2017.

Subject to applicable laws and regulations and as provided in the Tender Offer Memorandum, the Offeror may, in its sole and absolute discretion, extend, re-open, amend or terminate any Offer at any time before the Announcement of Results of the Offers and Pricing and may, in its sole and absolute discretion, waive any of the conditions to any Offer either before or after the Announcement of Results of the Offers and Pricing.

Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Tender Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

Expected Timetable of Events

The times and dates below are indicative only.

Events

Times and Dates

(All times are CET)

Commencement of the Offers

Offers announced. Tender Offer Memorandum available from the Tender Agent (subject to the offer and distribution restrictions). Announcement of intention of the Issuer to issue New Notes.

11 September 2017

Expiration Deadline

Final deadline for receipt of valid Tender Instructions by the Tender Agent in order for Noteholders to be able to participate in the Offers.

18 September 2017 at 5.00 p.m. CET

Announcement of indicative results

Announcement of a non-binding indication of (i) each Series Acceptance Amount, (ii) the Final Acceptance Amount and (iii) any Scaling Factor and Accrued Interest for each Series of Notes (expressed as a percentage of the nominal amount of the relevant Series of Notes) (as defined below), subject to satisfaction of the New Notes Condition and acceptance by the Offeror of valid tenders of Notes.

19 September 2017 at or around 10.00 a.m. CET

Pricing Date and Pricing Time

Determination of the November 2021 Interpolated Mid Swap Rate, the November 2021 Notes Purchase Yield and the November 2021 Notes Purchase Price.

19 September 2017 at or around 2.00 p.m. CET

Announcement of Final Results of the Offers and Pricing

Provided that the Offeror has not elected to withdraw or terminate the Offers in accordance with the section headed "Amendment, Termination and Revocation" of the Tender Offer Memorandum, announcement of whether the Offeror will accept valid tenders of Notes pursuant to all or any of the Offers and, if so accepted, each Series Acceptance Amount, the Final Acceptance Amount, any Scaling Factor and Accrued Interest for each Series of Notes (expressed as a percentage of the nominal amount of each Series of Notes), the Settlement Date and:

(i)         the 2019 Notes Purchase Price;

(ii)        the 2020 Notes Purchase Price;

(iii)       the February 2021 Notes Purchase Price; and

(iv)       the November 2021 Interpolated Mid Swap Rate, the November 2021 Notes Purchase Yield and the November 2021 Notes Purchase Price.

19 September 2017

Settlement Date

Subject to the satisfaction of the New Notes Condition, expected date for payment of the Purchase Amounts and Accrued Interest Payments for the Notes accepted for purchase and settlement of such purchases.

Expected to be 21 September 2017

The above important times and dates are indicative only and are subject to the right of the Offeror to extend, re-open, amend and/or terminate all or any of the Offers (subject to applicable laws and regulations and as provided in the Tender Offer Memorandum). Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would need to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, an Offer, before the deadlines specified in the Tender Offer Memorandum. The deadlines set by any such intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified above.

Further Information

The Offers are described in full in the Tender Offer Memorandum which is available from the Joint Dealer Managers or the Tender Agent. BNP Paribas, Mediobanca - Banca di Credito Finanziario S.p.A. and UniCredit Bank AG are the Joint Dealer Managers. Requests for information in relation to the Offers should be directed to:

THE JOINT DEALER MANAGERS

BNP Paribas S.A.

 

10 Harewood Avenue

London NW1 6AA

United Kingdom

Mediobanca - Banca di Credito Finanziario S.p.A.
Piazzetta Enrico Cuccia, 1
20121 Milan
Italy

UniCredit Bank AG

Arabellastrasse 12
D-81925 Munich
Germany

Telephone: +44 (0) 207 595 8668

Attention: Liability Management Group

Email: liability.management
@bnpparibas.com

Telephone: +39 02 88291

Attention: Liability Management

Email: MB_LM_CORP_IT
@mediobanca.com

Telephone: +49 89 378 13722

Attention: Corporate Liability Management

Email: [email protected]

 

Requests for copies of the Tender Offer Memorandum, for information in relation to the procedures for tendering Notes in the Offers and the submission of Tender Instructions should be directed to:

 

 

 

THE TENDER AGENT

Lucid Issuer Services Limited
Tankerton Works

12 Argyle Walk

LondonWC1H 8HA

United Kingdom

Telephone: +44 207 704 0880

Attention: Arlind Bytyqi

Email: [email protected]

DISCLAIMER

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which should be read carefully before any decision is made with respect to the Offers. Each Noteholder is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Offers. None of the Offeror, the Issuer, BNP Paribas, Mediobanca - Banca di Credito Finanziario S.p.A., UniCredit Bank AG or Lucid Issuer Services Limited makes any recommendation whether Noteholders should tender Notes pursuant to the Offers.

 

 

 



OFFER AND DISTRIBUTION RESTRICTIONS

Neither this announcement nor the Tender Offer Memorandum constitutes 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 and regulations. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by laws and regulations. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Issuer, the Joint 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 (within the meaning of 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. The Notes may not be tendered in the Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or resident in the United States or by, or by any person acting for the account or benefit of, a U.S. person. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. person. Any purported tender of Notes in the Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Notes 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.

Neither this announcement nor the Tender Offer Memorandum is an offer of securities for sale in the United States or to U.S. persons. The Notes and the New Notes may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The New Notes and the Notes of each Series 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, in the United States or to, or for the account or benefit of, U.S. persons.

Each holder of Notes participating in an Offer will represent that it is not a U.S. person or located in the United States and it is not participating in such Offer from the United States, or that it is acting on a non-discretionary basis for a principal that is located outside the United States that is not giving an order to participate in such Offer from the United States and is not a U.S. person. For the purposes of the Tender Offer Memorandum, "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.

Italy

None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Offers are being carried out in the Republic of Italy ("Italy") as exempted offers pursuant to article 101-bis, paragraph 3-bis of the Italian 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. Holders or beneficial owners of the Notes may tender their Notes in 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, and Italian Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB, or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes, the Offers or the Tender Offer Memorandum.

United Kingdom

The Tender Offer Memorandum has been issued by BNP Paribas S.A. which is authorised by the Autorité de contrôle prudentiel et de résolution (ACPR) and is subject to limited regulation by the United Kingdom Financial Conduct Authority (the "FCA"), and is being distributed only to existing holders of the Notes. The Tender Offer Memorandum is only addressed to such existing holders where they would (if they were clients of the Offeror) be per se professional clients or per se eligible counterparties of the Offeror within the meaning of the FCA rules. The Tender Offer Memorandum is not addressed to or directed at any persons who would be retail clients within the meaning of the FCA rules and any such persons should not act or rely on it. Recipients of the Tender Offer Memorandum should note that the Offeror is acting on its own account in relation to the Offers and will not be responsible to any other person for providing the protections which would be afforded to clients of the Offeror or for providing advice in relation to the Offers.

In addition, the communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Offers is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials 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 the Offeror or other persons within Article 43 of the UK Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"), as amended and (ii) any other persons to whom these documents and/or materials may lawfully be communicated in accordance therewith (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 the Tender Offer Memorandum or such other documents and/or materials are available only to relevant persons and will be engaged in only with relevant persons.

France

The Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement nor the Tender Offer Memorandum nor any other document or material relating to the Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) 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 Offers. Neither the Tender Offer Memorandum nor any other documents and materials have been submitted for clearance to the Autorité des Marchés Financiers.

Belgium

Neither this announcement nor the Offers, the Tender Offer 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 Financial Services and Markets Authority (Autorité des services et marches financiers / Autoriteit financiële diensten en markten) and, accordingly, the Offers 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 (the "Belgian Takeover Law") as amended or replaced from time to time. Accordingly, the Offers may not be advertised and the Offers will not be extended, and neither this announcement nor the Tender Offer 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 (i) to "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 (as amended from time to time), acting on their own account or (ii) in any circumstances set out in Article 6, §4 of the Belgian Takeover Law. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in this announcement or the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

General

The Tender Offer Memorandum does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in any Offer will not be accepted from Noteholders) in any circumstances in which such offer or solicitation appears to be unlawful, provided that Noteholders may not rely on the Offeror, the Issuer, the Joint Dealer Managers or the Tender Agent or their respective affiliates (or their respective directors, employees, agents, or advisers) in connection with the determination as to the legality of their participation in the Offers or as to the other matters referred to below. In those jurisdictions where the securities, blue sky or other laws require an Offer to be made by a licensed broker or dealer or similar and any of the Joint Dealer Managers or any of their respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, such Offer shall be deemed to be made by such Joint Dealer Manager or such affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.

Persons into whose hands the Tender Offer Memorandum comes are required by the Offeror and the Joint Dealer Managers to comply with all applicable laws and regulations in each country or jurisdiction in or from which they tender Notes in an Offer or possess, distribute or publish the Tender Offer Memorandum or any related offering material, in all cases at their own expense.

In addition to the representations referred to above in respect of the United States, Italy, the United Kingdom, France and Belgium each Noteholder participating in an Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in "Procedures for Participating in the Offers" in the Tender Offer Memorandum. Any tender of Notes for purchase pursuant to an Offer from a Noteholder that is unable to make these representations will be rejected. Each of the Offeror, the Issuer, the Joint Dealer Managers and the Tender Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Noteholder's responsibility for the representations made by it), to investigate, in relation to any tender of Notes for purchase pursuant to an Offer, whether any such representation given by a Noteholder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender will be rejected.

For the avoidance of doubt, nothing in this announcement or the Tender Offer Memorandum or the electronic transmission thereof constitutes an offer to sell or a solicitation of an offer to buy the New Notes.

No action has been or will be taken in any jurisdiction by the Offeror, the Dealer Managers, the Joint Lead Managers, the Tender Agent or the Issuer that would permit a public offering of the New Notes in certain jurisdictions and circumstances where it is restricted by law. In particular, the New Notes are not being, and will not be, offered or sold in the United States. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States 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). Offering of the New Notes in any Member State of the European Economic Area 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 publish a prospectus for any offer of securities.

Any investment decision to purchase any New Notes should be made solely on the basis of the information contained in the Offering Circular and the Final Terms of the New Notes and no reliance is to be placed on any representations other than those contained in the Offering Circular, to the extent incorporated therein. Subject to compliance with all applicable securities laws and regulations, the Offering Circular will be available from the Joint Lead Managers on request.

 

 

 

 

 

 

This announcement has been issued through the Companies Announcement Service of

The Irish Stock Exchange

 

 



[1] For information purposes only, the 2019 Notes Purchase Price determined in the manner described in "The Offers -Purchase Prices" below, will be 106.519 per cent., if the Settlement Date is 21 September 2017. Should the Settlement Date be postponed, the 2019 Notes Purchase Price will be recalculated and will be announced, for information purposes only, as provided in "The Offers - Announcements - General".

[2] For information purposes only, the 2020 Notes Purchase Price determined in the manner described in "The Offers - Purchase Prices" below, will be 111.262 per cent., if the Settlement Date is 21 September 2017. Should the Settlement Date be postponed, the 2020 Notes Purchase Price will be recalculated and will be announced, for information purposes only, as provided in "The Offers - Announcements - General".

[3] For information purposes only, the February 2021 Notes Purchase Price determined in the manner described in "The Offers - Purchase Prices" below, will be 109.870 per cent., if the Settlement Date is 21 September 2017. Should the Settlement Date be postponed, the February 2021 Notes Purchase Price will be recalculated and will be announced, for information purposes only, as provided in "The Offers - Announcements - General".


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