Offer to repurchase convertible bonds

International Cons Airlines Group

11 May 2026

 

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 (EU) 596/2014, INCLUDING AS IT FORMS PART OF UNITED KINGDOM DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED (THE "EUWA").

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, 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 OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR IN OR INTO ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT (SEE "INVITATION AND DISTRIBUTION RESTRICTIONS" BELOW).

11 May 2026

International Consolidated Airlines Group, S.A. launches repurchase invitation for its outstanding EUR 825,000,000 1.125% senior unsecured convertible bonds due 2028

International Consolidated Airlines Group, S.A. (the "Purchaser") announces an invitation, on the terms and conditions and subject to the invitation and distribution restrictions set out below, to Eligible Bondholders (as defined below) of its outstanding EUR 825,000,000 1.125% Senior Unsecured Convertible Bonds due 2028 with ISIN code: XS2343113101 admitted to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange (the "Bonds") to offer to sell up to the outstanding principal amount of their Bonds to the Purchaser for cash at the Final Repurchase Price (as defined below) by way of a reverse bookbuilding process (the "Invitation"). As at 8 May 2026, the aggregate principal amount of the Bonds outstanding amounted to EUR 825,000,000.

The repurchase period, during which Eligible Bondholders may offer to sell their Bonds as described below, starts at 07:00 a.m. (London time) today and is expected to close at 4:30 p.m. (London time) today,  Monday, 11 May 2026, subject to the right of the Purchaser, in its sole discretion, to extend, re-open, amend or terminate the Invitation at any time prior to announcement of the final aggregate principal amount of the Bonds accepted for purchase pursuant to the Invitation.

To the extent that the Purchaser, in its sole discretion, accepts any Bonds tendered by Eligible Bondholders in connection with the Invitation, such Eligible Bondholders will receive an amount in cash per EUR 100,000 in principal amount of Bonds equal to EUR 138,950 (the "Initial Repurchase Price"), as adjusted to reflect (a) the difference between (i) the average of the daily volume weighted average prices of an ordinary share of the Purchaser with ISIN code ES0177542018 quoted on the Main Market of the London Stock Exchange plc (the "Shares") on each of the two consecutive trading days commencing on (and including) Monday, 11 May 2026 and ending on (and including) Tuesday, 12 May 2026 and (ii) the closing price of the Shares quoted on the Main Market of the London Stock Exchange plc on Friday, 8 May 2026, in each case as converted into EUR at the Prevailing Rate, and (b) the reference delta of the Bonds, being 99% (all as further specified in the Invitation Term Sheet) (such adjusted amount being the "Final Repurchase Price").

The aggregate principal amount of the Bonds accepted (if any) for purchase will be determined entirely at the sole and absolute discretion of the Purchaser.

The Purchaser will also pay, on the Settlement Date (as defined below), for those Bonds accepted for purchase pursuant to the Invitation, an amount in cash (rounded, if necessary, to two decimals with EUR 0.005 being rounded upwards) equal to interest accrued and unpaid on those Bonds from and including 18 May 2026 (being the immediately preceding interest payment date of the Bonds) to but excluding the Settlement Date, which on the basis of the expected Settlement Date will amount to EUR 3.06 per EUR 100,000 in principal amount of the Bonds.

It is the intention of the Purchaser to repurchase up to 100% of the outstanding principal amount of the Bonds.

Bonds that are purchased pursuant to the Invitation will be delivered to the Purchaser and, in accordance with the terms and conditions of the Bonds, surrendered for cancellation.

Bonds that are not tendered and accepted for purchase pursuant to the Invitation will remain outstanding (subject to any right of the Purchaser to redeem the Bonds in accordance with their terms and conditions).

If at any time after, or as a result of, the Invitation, the principal amount of outstanding Bonds represents 15% or less of the principal amount of the Bonds originally issued, the Purchaser currently intends to redeem the remaining outstanding Bonds, in whole but not in part, at their principal amount , together with accrued but unpaid interest, in accordance with the terms and conditions of the Bonds.

The Invitation is only being made to holders of the Bonds that are both (a) outside the United States and (b) persons to whom the Invitation may otherwise lawfully be made and who may lawfully participate in the Invitation in accordance with the Invitation and Distribution Restrictions set out under "Important Information - Invitation and Distribution Restrictions" below (such holders being the "Eligible Bondholders"). The Invitation is not open to any persons located or resident in the United States, or persons acting for the account or benefit of any such persons, or in any other jurisdiction where the Invitation or any participation therein would be unlawful.  

Eligible Bondholders wishing to tender any or all of their Bonds to the Purchaser in connection with the Invitation must do so in accordance with the procedures set out in the invitation term sheet that has been prepared by the Purchaser in connection with the Invitation (the "Invitation Term Sheet"). The Invitation Term Sheet will be made available to Eligible Bondholders, at their request, by BofA Securities Europe SA ("BofA Securities") and HSBC Continental Europe ("HSBC" and, together with BofA Securities, the "Joint Dealer Managers" and each, a "Joint Dealer Manager") who are acting as joint dealer managers in respect of the Invitation, and whose contact details are set out below.

The Purchaser reserves the right to acquire, through open market purchases, privately negotiated transactions or otherwise, Bonds other than pursuant to the Invitation (i) at any time until (and including) the Settlement Date at the same Final Repurchase Price and (ii) from time to time after (and excluding) the Settlement Date at a price which may be more or less than the Final Repurchase Price and could be for cash or other consideration or otherwise on terms more or less favourable than those contemplated in the Invitation. The Purchaser also reserves the right, at any time after settlement (or withdrawal) of the Invitation, to exercise any optional redemption rights available under the terms and conditions of the Bonds (including, without limitation, as described above, or pursuant to the Purchaser's "soft call" option in Condition 7(b)(i)).

The aggregate principal amount of Bonds accepted for purchase pursuant to the Invitation is expected to be announced on Monday, 11 May 2026 following the close of trading. The Final Repurchase Price is expected to be announced on Tuesday, 12 May 2026 following the close of trading.

Subject to the satisfaction or waiver of the Financing Condition (as defined in the Invitation Term Sheet), settlement of the repurchases pursuant to the Invitation is expected to occur on or around Tuesday, 19 May 2026 (the "Settlement Date").

This announcement is released by the Purchaser and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 ("MAR"), including as it forms part of United Kingdom domestic law by virtue of the EUWA ("UK MAR"), encompassing information relating to the Invitation described above. For the purposes of (i) MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, and (ii) UK MAR and the Implementing Technical Standards, this announcement is made by Nicholas Theodore Cadbury, Chief Financial and Sustainability Officer at International Consolidated Airlines Group, S.A.

Purchaser's LEI: 959800TZHQRUSH1ESL13

For further information please contact:

BofA Securities Joint Dealer Manager Clifford Lucas / Thore Zimmermann	[phone]
HSBC Continental Europe Joint Dealer Manager Dan Kosary / Tony Sand	[phone]

IMPORTANT INFORMATION - INVITATION AND DISTRIBUTION RESTRICTIONS

THE DISTRIBUTION OF THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET COME(S) ARE REQUIRED BY EACH OF THE PURCHASER AND THE JOINT DEALER MANAGERS TO INFORM THEMSELVES ABOUT, AND TO OBSERVE, ANY SUCH RESTRICTIONS.

UNITED STATES

THE INVITATION IS 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. 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 INVITATION TERM SHEET AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION 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 AND THE BONDS CANNOT BE OFFERED FOR SALE IN THE INVITATION BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY OR FROM OR WITHIN OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES. ANY PURPORTED OFFER TO SELL BONDS IN THE INVITATION RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND ANY PURPORTED OFFER TO SELL BONDS MADE BY A PERSON LOCATED IN THE UNITED STATES, OR BY 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 ELIGIBLE BONDHOLDER PARTICIPATING IN THE INVITATION WILL REPRESENT THAT IT IS NOT LOCATED IN THE UNITED STATES AND IS NOT PARTICIPATING IN THE INVITATION FROM THE UNITED STATES, OR IT IS ACTING ON A NON-DISCRETIONARY BASIS FOR A PRINCIPAL THAT IS LOCATED OUTSIDE THE UNITED STATES AND THAT IS NOT GIVING AN ORDER TO PARTICIPATE IN SUCH INVITATION FROM THE UNITED STATES. 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 INVITATION TERM SHEET AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION 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 (THE "FSMA"). ACCORDINGLY, THIS ANNOUNCEMENT, THE INVITATION TERM SHEET AND ANY SUCH OTHER DOCUMENTS AND/OR MATERIALS ARE NOT BEING DISTRIBUTED TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE COMMUNICATION OF SUCH DOCUMENTS AND/OR MATERIALS IS EXEMPT FROM THE RESTRICTION ON FINANCIAL PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS ONLY DIRECTED AT AND MAY BE COMMUNICATED TO AND ACTED UPON BY (1) PERSONS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS, BEING INVESTMENT PROFESSIONALS AS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "FPO"); (2) PERSONS WHO WALL WITHIN ARTICLE 43 OF THE FPO ("MEMBERS AND CREDITORS OF CERTAIN BODIES CORPORATE"); (3) PERSONS WHO FALL WITHIN ARTICLE 49 OF THE FPO ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC"); OR (4) ANY OTHER PERSONS TO WHOM THESE DOCUMENTS AND/OR MATERIALS MAY LAWFULLY BE COMMUNICATED. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET RELATE(S) IS AVAILABLE ONLY TO SUCH PERSONS OR WILL BE ENGAGED ONLY WITH SUCH PERSONS AND OTHER PERSONS SHOULD NOT RELY ON IT.

ITALY

NONE OF THE INVITATION, THIS ANNOUNCEMENT, THE INVITATION TERM SHEET OR ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION HAVE BEEN OR WILL BE SUBMITTED TO THE CLEARANCE PROCEDURE OF THE COMMISSIONE NAZIONALE PER LE SOCIETÀ E LA BORSA ("CONSOB") PURSUANT TO ITALIAN LAWS AND REGULATIONS.

THE INVITATION IS BEING CARRIED OUT IN THE REPUBLIC OF ITALY ("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 "ISSUERS' REGULATION").

ACCORDINGLY, THE INVITATION IS ONLY ADDRESSED TO HOLDERS OF THE BONDS RESIDENT AND/OR LOCATED IN ITALY WHO ARE QUALIFIED INVESTORS (INVESTITORI QUALIFICATI), AS DEFINED PURSUANT TO AND WITHIN THE MEANING OF ARTICLE 2(E) OF THE REGULATION (EU) 2017/1129, AS AMENDED (THE "PROSPECTUS REGULATION") AND ARTICLE 34-TER, FIRST PARAGRAPH, LETTER B) OF THE ISSUERS' REGULATION.

ELIGIBLE BONDHOLDERS OR BENEFICIAL OWNERS OF THE BONDS THAT ARE RESIDENT AND/OR LOCATED IN ITALY AND ARE QUALIFIED INVESTORS CAN TENDER SOME OR ALL OF THEIR BONDS PURSUANT TO THE INVITATION 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 ANY OTHER APPLICABLE LAWS AND REGULATIONS AND WITH ANY 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 BONDS OR THE INVITATION.

SPAIN

NEITHER THE INVITATION NOR THIS ANNOUNCEMENT OR THE INVITATION TERM SHEET CONSTITUTES AN OFFER OF SECURITIES OR THE SOLICITATION OF AN OFFER OF SECURITIES TO THE PUBLIC IN SPAIN SUBJECT TO THE OBLIGATION TO REGISTER AND PUBLISH A PROSPECTUS (FOLLETO INFORMATIVO) UNDER THE SPANISH SECURITIES MARKET LAW (LEY 6/2023, DE 17 DE MARZO, DE LOS MERCADOS DE VALORES Y DE LOS SERVICIOS DE INVERSIÓN), AS AMENDED FROM TIME TO TIME, OR ROYAL DECREE 814/2023 OF 8 NOVEMBER.NEITHER THE INVITATION NOR THIS ANNOUNCEMENT OR THE INVITATION TERM SHEET HAS BEEN OR WILL BE SUBMITTED FOR APPROVAL OR APPROVED BY THE SPANISH SECURITIES MARKET REGULATOR (COMISIÓN NACIONAL DEL MERCADO DE VALORES).

FRANCE

THE INVITATION IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, TO THE PUBLIC IN THE REPUBLIC OF FRANCE ("FRANCE"). THIS ANNOUNCEMENT, THE INVITATION TERM SHEET AND ANY OTHER DOCUMENT OR MATERIAL RELATING TO THE INVITATION HAVE ONLY BEEN AND SHALL ONLY BE DISTRIBUTED IN FRANCE TO QUALIFIED INVESTORS (INVESTISSEURS QUALIFIÉS) AS DEFINED IN ARTICLE 2(E) OF THE PROSPECTUS REGULATION. THIS ANNOUNCEMENT, THE INVITATION TERM SHEET AND ANY OTHER DOCUMENT OR MATERIAL RELATING TO THE INVITATION HAVE NOT BEEN AND WILL NOT BE SUBMITTED FOR CLEARANCE TO, NOR APPROVED BY, THE FRENCH AUTORITÉ DES MARCHÉS FINANCIERS.

BELGIUM

THE INVITATION IS NOT BEING MADE, AND WILL NOT BE MADE OR ADVERTISED, DIRECTLY OR INDIRECTLY, TO ANY INDIVIDUAL IN BELGIUM QUALIFYING AS A CONSUMER WITHIN THE MEANING OF ARTICLE I.1 OF THE BELGIAN CODE OF ECONOMIC LAW, AS AMENDED FROM TIME TO TIME (A "BELGIAN CONSUMER") AND THIS ANNOUNCEMENT, THE INVITATION TERM SHEET AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION HAVE NOT BEEN AND SHALL NOT BE DISTRIBUTED, DIRECTLY OR INDIRECTLY, IN BELGIUM TO BELGIAN CONSUMERS.

IN ADDITION, THE INVITATION IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, BY WAY OF A PUBLIC OFFERING IN BELGIUM. NONE OF THIS ANNOUNCEMENT, THE INVITATION TERM SHEET AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION HAS BEEN SUBMITTED TO OR WILL BE SUBMITTED FOR APPROVAL OR RECOGNITION TO THE BELGIAN FINANCIAL SERVICES AND MARKETS AUTHORITY (AUTORITEIT VOOR FINANCIËLE DIENSTEN EN MARKTEN / AUTORITÉ DES SERVICES ET MARCHÉS FINANCIERS) AND, ACCORDINGLY, THE INVITATION 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 AS AMENDED OR REPLACED FROM TIME TO TIME (THE "BELGIAN TAKEOVER LAW"). ACCORDINGLY, IN ADDITION TO THE RESTRICTIONS DESCRIBED ABOVE IN RESPECT OF BELGIAN CONSUMERS, THE INVITATION MAY NOT BE ADVERTISED AND THE INVITATION WILL NOT BE EXTENDED, AND NONE OF THIS ANNOUNCEMENT, THE INVITATION TERM SHEET AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION 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 2(E) OF THE PROSPECTUS REGULATION, 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, THIS ANNOUNCEMENT AND THE INVITATION TERM SHEET HAVE BEEN ISSUED ONLY FOR THE PERSONAL USE OF THE INTENDED RECIPIENTS AND EXCLUSIVELY FOR THE PURPOSE OF THE INVITATION. ACCORDINGLY, THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET MAY NOT BE USED FOR ANY OTHER PURPOSE OR DISCLOSED TO ANY OTHER PERSON IN BELGIUM.

GENERAL

NEITHER THIS ANNOUNCEMENT, THE INVITATION TERM SHEET NOR THE ELECTRONIC TRANSMISSION THEREOF CONSTITUTES AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL BONDS (AND OFFERS OF BONDS FOR PURCHASE PURSUANT TO THE INVITATION WILL NOT BE ACCEPTED FROM ANY BONDHOLDERS) IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL. IN THOSE JURISDICTIONS WHERE THE SECURITIES, BLUE SKY OR OTHER LAWS REQUIRE THE INVITATION TO BE MADE BY A LICENSED BROKER OR DEALER AND EITHER OF THE JOINT DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES IS SUCH A LICENSED BROKER OR DEALER IN ANY SUCH JURISDICTION, THE INVITATION SHALL BE DEEMED TO BE MADE BY SUCH JOINT DEALER MANAGER OR SUCH AFFILIATE, AS THE CASE MAY BE, ON BEHALF OF THE PURCHASER IN SUCH JURISDICTION.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER FACTORS

Certain statements included herein AND/OR IN THE INVITATION TERM SHEET may constitute forward-looking statements within the meaning of the securities laws of certain jurisdictions. Certain such forward-looking statements can be identified by the use of forward-looking terminology such as "believes", "expects", "may", "are expected to", "intends", "will", "will continue", "should", "would be", "seeks", "anticipates" or similar expressions or the negative thereof or other variations thereof or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this announcement AND/OR THE INVITATION TERM SHEET and include statements regarding the intentions, beliefs or current expectations of the Purchaser concerning, among other things, the results in relation to operations, financial condition, liquidity, prospects, growth and strategies of the Purchaser and the industry in which it operates. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.

THIS ANNOUNCEMENT MUST BE READ IN CONJUNCTION WITH THE INVITATION TERM SHEET. THE INVITATION TERM SHEET CONTAINS IMPORTANT INFORMATION (INCLUDING, AMONG OTHER THINGS, CERTAIN REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND AGREEMENTS THAT BONDHOLDERS ARE REQUIRED TO MAKE WHEN PARTICIPATING IN THE INVITATION) WHICH SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE INVITATION.

THE JOINT DEALER MANAGERS ARE ACTING EXCLUSIVELY FOR THE PURCHASER AND NO-ONE ELSE IN CONNECTION WITH THE INVITATION. THE JOINT DEALER MANAGERS WILL NOT REGARD ANY OTHER PERSON AS THEIR RESPECTIVE CLIENTS AND WILL NOT BE RESPONSIBLE TO ANYONE OTHER THAN THE PURCHASER FOR PROVIDING THE PROTECTIONS AFFORDED TO ITS CLIENTS, NOR FOR PROVIDING ADVICE IN RELATION TO THE INVITATION OR ANY TRANSACTION, ARRANGEMENT OR OTHER MATTER REFERRED TO IN THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET.

NEITHER OF THE JOINT DEALER MANAGERS OR ANY OF THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY RESPONSIBILITY OR LIABILITY WHATSOEVER FOR OR MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE TRUTH, ACCURACY OR COMPLETENESS OF THE INFORMATION IN THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET (OR WHETHER ANY INFORMATION HAS BEEN OMITTED FROM THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET) OR ANY OTHER INFORMATION RELATING TO THE PURCHASER, WHETHER WRITTEN, ORAL OR IN A VISUAL OR ELECTRONIC FORM, AND HOWSOEVER TRANSMITTED OR MADE AVAILABLE, OR FOR ANY LOSS HOWSOEVER ARISING FROM ANY USE OF THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET OR THEIR CONTENTS OR OTHERWISE ARISING IN CONNECTION THEREWITH.

ANY DECISION TO OFFER TO SELL ANY BONDS PURSUANT TO THE INVITATION SHOULD ONLY BE MADE ON THE BASIS OF AN INDEPENDENT REVIEW OF THE PURCHASER'S PUBLICLY AVAILABLE INFORMATION. NEITHER THE JOINT DEALER MANAGERS NOR ANY OF THEIR RESPECTIVE AFFILIATES NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, ADVISERS OR AGENTS ACCEPTS ANY LIABILITY ARISING FROM THE USE OF, OR MAKE ANY REPRESENTATION AS TO THE ACCURACY OR COMPLETENESS OF, THIS ANNOUNCEMENT, THE INVITATION TERM SHEET OR THE PURCHASER'S PUBLICLY AVAILABLE INFORMATION. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT AND THE INVITATION TERM SHEET IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT AND/OR THE INVITATION TERM SHEET IS SUBJECT TO CHANGE IN ITS ENTIRETY WITHOUT NOTICE UP TO THE SETTLEMENT DATE.

 

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