TIDMAAL TIDM38JO
RNS Number : 9764Z
Anglo American PLC
20 March 2017
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH
RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL (SEE "OFFER AND
DISTRIBUTION RESTRICTIONS" BELOW)
March 20, 2017
ANGLO AMERICAN CAPITAL PLC LAUNCHES CASH TER OFFERS
FOR CERTAIN U.S. DOLLAR SECURITIES FOR AN AGGREGATE
CONSIDERATION OF UP TO U.S.$250,000,000
Anglo American Capital plc[1] (the "Company") has today invited
holders of the securities listed below (the "Securities") to tender
some or all of their Securities for purchase by the Company for
cash (the "Tender Offers") for an aggregate consideration of up to
the Total Funds Available (as defined below), subject to
satisfaction of the New Issue Condition and on the terms of, and
subject to the other conditions contained in, a tender offer
memorandum dated March 20, 2017 (the "Tender Offer Memorandum").
Capitalized terms not otherwise defined in this announcement have
the same meaning as assigned to them in the Tender Offer
Memorandum.
Holders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for participating in, the Tender Offers.
Outstanding Reference Bloomberg Early
Title of CUSIP Nominal Treasury Reference Purchase Tender Total Funds
Securities ISINs Numbers Amount Security Page Spread Premium Available(1)
---------------- ------------- ---------- ------------ --------- ---------- -------- ---------- --------------
U.S.$850,000,000 US034863AN08 034863AN0 U.S.$850,000 1.625% PX1 140 U.S.$30
3.625% Senior and and ,000 U.S. bps per
Securities USG0446NAH73 G0446NAH7 Treasury U.S.$1,000
due May Notes
14, 2020 due
guaranteed March
by Anglo 15,
American 2020
plc([2])
(the "Securities
due May
2020")
U.S.$500,000 1.625% PX1 140 U.S.$30 Subject
U.S.$500,000,00 ,000 U.S. bps per as set
0 US034863AD26 034863AD2 Treasury U.S.$1,000 out in
4.450% Senior and and Notes the Tender
Securities USG03762CE22 G03762CE2 due Offer
due September March Memorandum,
27, 2020 15, a maximum
guaranteed 2020 aggregate
by Anglo amount
American up to
plc (the US$250,000,000
"Securities is available
due September for purchase
2020") of the
Securities
pursuant
to the
Tender
Offers.
(1) Excluding for payment of Accrued Interest.
Rationale for the Tender Offers
Concurrently with the Tender Offers, the Company is inviting
holders of certain of its Euro and Sterling denominated debt
securities with the aggregate nominal amount outstanding of
approximately U.S.$3,500,000,000 to sell such securities to the
Company (the "Non-U.S. Offers"). That invitation is not open to any
holder of such securities that is located in the United States.
Holders that are located in the United States that hold any such
securities may not offer to sell them pursuant to such invitation,
and such invitation is not the subject of the Tender Offer
Memorandum referred to above. Holders may not tender any securities
in these Tender Offers other than the Securities specified in the
table above.
The Tender Offers, together with the Non-U.S. Offers and the
proposed New Issue (as defined below), are being made by the
Company as part of the Company's ongoing pro-active capital
management and are aimed at extending the Company's debt maturity
profile.
Securities purchased by the Company pursuant to the Tender
Offers will be cancelled and will not be re-issued or re-sold.
Securities which have not been successfully submitted and accepted
for purchase pursuant to the Tender Offers will remain outstanding
after the Final Settlement Date.
Total Funds Available
The Company proposes to accept valid tenders of Securities for
purchase pursuant to the Tender Offers for cash such that the
aggregate amount payable by the Company (excluding Accrued Interest
in respect of the Securities that are purchased) (the "Total Amount
Payable") does not exceed U.S.$250,000,000 (the "Total Funds
Available").
However, the Company reserves the right, in its sole discretion
and for any reason (but subject to applicable law), including, but
not limited to, the size of the New Issue, to increase or decrease
the Total Funds Available and/or to accept Offers to Sell in
respect of the Securities such that the Total Amount Payable by the
Company is less or more than the Total Funds Available (or not to
accept any Securities) for purchase pursuant to the Tender
Offers.
The Company may determine, in its sole and absolute discretion
and subject to applicable laws, the aggregate nominal amount of
Securities that it accepts for purchase such that the Total Amount
Payable by the Company for purchase of such Securities might be
more or less than the Total Funds Available, subject to applicable
law.
Tender Consideration
Total Purchase Price
Subject to the New Issue Condition being satisfied or waived,
holders of Securities validly tendered at or prior to the Early
Tender Deadline and accepted for purchase (subject to possible
pro-ration) pursuant to the Tender Offers, will receive on the
Early Settlement Date the relevant Total Purchase Price, which
includes the relevant Early Tender Premium.
The "Total Purchase Price" for each U.S.$1,000 in nominal amount
of Securities will be determined in the manner described in the
Tender Offer Memorandum by the Joint Dealer Managers at the Pricing
Time by reference to the sum of (i) the relevant Purchase Spread
and (ii) the relevant Reference Yield for the relevant Series as
reported on the Bloomberg Reference Page PX1 at the Pricing Time
and, for the avoidance of doubt includes the relevant Early Tender
Premium.
The sum of the relevant Purchase Spread and the relevant
Reference Yield is referred to herein and in the Tender Offer
Memorandum as the "Purchase Yield". Specifically, the Total
Purchase Price per U.S.$1,000 in nominal amount of the Securities
will equal the value per U.S.$1,000 in nominal amount of all
remaining payments of principal and interest on such Securities to
be made to (and including) the maturity date of the relevant
Securities, discounted to the Early Settlement Date in accordance
with the formula set forth in the Schedule to the Tender Offer
Memorandum, at a discount rate equal to the relevant Purchase
Yield, minus Accrued Interest on U.S.$1,000 in nominal amount of
the relevant Series to, but excluding, the Early Settlement
Date.
Purchase Price
Subject to the New Issue Condition being satisfied or waived,
holders of Securities validly tendered after the Early Tender
Deadline and at or prior to the Expiration Time and accepted for
purchase (subject to possible pro-ration) pursuant to the Tender
Offers, will only receive on the Final Settlement Date the relevant
Purchase Price equal to the relevant Total Purchase Price less the
relevant Early Tender Premium.
Price Determination
The Joint Dealer Managers will calculate the Purchase Yield,
Total Purchase Price, Purchase Price and Accrued Interest on behalf
of the Company, and their calculation will be final and binding,
absent manifest error. The Company will publicly announce the
actual Total Purchase Price, Purchase Price and Accrued Interest
for each Series of the Securities promptly after they are
determined.
Because the Total Purchase Price and Purchase Price for the
Securities are based on a fixed spread pricing formula linked to
the yield on the relevant Reference Treasury Security, the actual
amount of cash that may be received by a Holder tendering the
Securities pursuant to the Tender Offers will be affected by
changes in such yield during the term of the Tender Offers before
the Pricing Time. After the Pricing Time, when the Total Purchase
Price and Purchase Price for the Securities are no longer linked to
the yield on the relevant Reference Treasury Security, the actual
amount of cash that may be received by a tendering Holder of the
Securities pursuant to the Tender Offers will be known and Holders
of the Securities will be able to ascertain the Total Purchase
Price and the Purchase Price for the Securities in the manner
described above.
Accrued Interest
The Accrued Interest Amount will be calculated on the basis of
the current and prevailing interest rate.
The calculation of the Accrued Interest Amount by or on behalf
of the Company will be final and binding, absent manifest
error.
New Issue Condition
The Company announced today that it intends to hold investor
calls with a view to issuing U.S. dollar and/or Euro
benchmark-sized securities in the international capital markets
(the "New Issue"). The purchase of any Securities by the Company
pursuant to the Tender Offers is subject, without limitation to the
other matters contained in the Tender Offer Memorandum, to the
successful completion (in the sole determination of the Company) of
the New Issue (the "New Issue Condition").
The Company reserves the right at any time to waive any or all
of the Conditions of the Tender Offer (including, but not limited
to, the New Issue Condition as set out in the Tender Offer
Memorandum).
Pro-Rating
The Company proposes to accept for purchase Securities such that
the Total Amount Payable is an aggregate consideration of up to the
Total Funds Available. If pro-ration of tendered Securities is
required, on the basis that the Total Funds Available would
otherwise be exceeded on the Early Settlement Date or the Final
Settlement Date, as the case may be (as further described in the
Tender Offer Memorandum), on the Early Settlement Date or the Final
Settlement Date, as applicable, a single Pro-Rating Factor will be
applied across both Series for the purposes of acceptance of Offers
to Sell on the relevant Settlement Date. In such circumstances the
Company will determine the Pro-Rating Factor as soon as practicable
after the Early Tender Deadline or the Expiration Time, as
applicable, and will announce the Pro-Rating Factor by a press
release.
If the Total Funds Available is exceeded on the Early Settlement
Date, the Company will not accept for purchase any Securities
tendered after the Early Tender Deadline.
Tender Offers Period and Results
The Tender Offers commenced today, March 20, 2017 and will end
at the Expiration Time, unless extended, re-opened, and/or
terminated as provided in the Tender Offer Memorandum.
The relevant deadline set by any intermediary for the submission
of Electronic Offer Instructions will be earlier than this
deadline.
The early participation results of the Tender Offers are
expected to be announced on April 3, 2017. The final offer results
are expected to be announced on April 18, 2017. The acceptance of
Securities for purchase is conditional on the satisfaction of the
conditions of the Tender Offers as provided in the Tender Offer
Memorandum. The Early Settlement Date for the Tender Offers is
expected to be April 5, 2017 (subject to the satisfaction of the
New Issue Condition). The Final Settlement Date for the Tender
Offers is expected to be April 19, 2017 (subject to the
satisfaction of the New Issue Condition).
In order to receive the Tender Consideration, holders of
Securities must validly tender (and not validly withdraw) their
Securities by the Expiration Time, by delivering, or arranging to
have delivered on their behalf, a valid Electronic Offer
Instruction that is received by the Information and Tender Agent by
the Expiration Time. However, in order to be eligible to receive
the applicable Early Tender Premium, the Holders must validly
tender (and not validly withdraw) their Securities at or prior to
the Early Tender Deadline. Holders who validly tender their
Securities after the Early Tender Deadline will not be eligible to
receive the Early Tender Premium.
The Securities are denominated, and accordingly can only be
tendered by Holders, in the applicable Minimum Denomination, being
U.S.$200,000 in the case of the Securities due May 2020 and
U.S.$100,000 in the case of the Securities due September 2020, and
in excess integral multiples of U.S.$1,000 thereafter. Offers to
Sell which relate to a nominal amount of Securities of either
Series of less than the applicable Minimum Denomination will be
rejected.
See the Tender Offer Memorandum for further details on
submitting an Electronic Offer Instruction.
Once the Company has announced the results of the Tender Offers
in accordance with applicable law, the Company's acceptance of
Electronic Offer Instructions in accordance with the terms of the
Tender Offers will be irrevocable. Electronic Offer Instructions
which are so accepted will constitute binding obligations of the
submitting Holders and the Company to settle the Tender Offers.
Announcements in connection with the Tender Offers will be made
by the issue of a press release through a Notifying News Service,
by the delivery of notices to DTC for communication to Direct
Participants and via the Regulatory News Service of the London
Stock Exchange. Copies of all announcements, press releases and
notices can also be obtained from the Information and Tender Agent,
the contact details for which are set out below.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the
key events relating to the Tender Offers. This is an indicative
timetable and is subject to change.
Events/Dates Times and Dates
----------------------------------- -------------------------------
Commencement of the Tender March 20, 2017
Offers
Tender Offers announced
via DTC, a Notifying News
Service and the Regulatory
News Service of the London
Stock Exchange disclosing
the basic terms of the
Tender Offers.
New Issue announced and
beginning of Tender Offer
Period. Tender Offer Memorandum
available from the Information
and Tender Agent.
Early Tender Deadline 5:00 p.m. (New York City
Deadline for receipt of time) on March 31, 2017
all Electronic Offer Instructions
in order for Holders to
be eligible to receive
the relevant Total Purchase Prior to 9:00 a.m. (New
Price and any Accrued York City time) on April
Interest on the Early 3, 2017
Settlement Date.
This is also the deadline
for Holders who have tendered
Securities in the Tender
Offers to be able to validly
withdraw the Securities.
Tendering Holders should
note that Electronic Offer
Instructions and withdrawal
instructions must be submitted
in accordance with the
deadlines of any Intermediary,
which will be before the
Early Tender Deadline.
Announcement of Indicative
Early Participation Results
Announcement of (i) whether
the New Issue Condition
has been satisfied or
waived, (ii) the aggregate
nominal amount of the
Securities tendered at
or prior to the Early
Tender Deadline, (iii)
a non-binding indication
of the aggregate nominal
amount of Securities the
Company expects to accept
(if any) for purchase
pursuant to the Tender
Offers on the Early Settlement
Date, and (iv) indicative
details of the Pro-Rating
Factor (if applicable)
that will apply in the
event the Company decides
to accept valid tenders
of Securities for purchase
pursuant to the Tender
Offers on the Early Settlement
Date.
Pricing Date and Time At or around 10:00 a.m.
(New York City time) on
April 3, 2017
Determination of each
Total Purchase Price,
Reference Yield and Purchase
Yield.
Announcement of Pricing As soon as reasonably
and Early Participation practicable after the
Results Pricing Time on the Pricing
Date
Announcement of whether
the Company will accept
(subject to satisfaction
of the New Issue Condition),
on the Early Settlement
Date, valid tenders of
Securities pursuant to
the Tender Offers and,
if so, (i) the aggregate
nominal amount of Securities
of each Series accepted
for purchase pursuant
to the Tender Offers on
the Early Settlement Date,
(ii) the Pro-Rating Factor
or Remaining Tender Funds,
as applicable, (iii) each
Total Purchase Price,
Reference Yield and Purchase
Yield, and (iv) (if the
Remaining Tender Funds
are greater than zero)
each Purchase Price.
Early Settlement Date Promptly after the Early
Settlement date for Securities Tender Deadline, and expected
validly tendered at or to be April 5, 2017
prior to the Early Tender
Deadline and accepted
for purchase pursuant
to the Tender Offers.
Expiration Time 11:59 p.m. (New York City
time) on April 17, 2017
Deadline for receipt of
Electronic Offer Instructions
in order for Holders to
be able to participate
in the Tender Offers and
be eligible to receive
the relevant Purchase
Price and any Accrued
Interest on the Final
Settlement Date and end
of Tender Offer Period.
Tendering Holders should
note that Electronic Offer
Instructions and withdrawal
instructions must be submitted
in accordance with the
deadlines of any Intermediary,
which will be before the
Expiration Time.
Announcement of Final April 18, 2017
Offer Results
Announcement of (i) whether
the Company will accept,
on the Final Settlement
Date, valid Offers to
Sell pursuant to the Tender
Offers and, if so, the
aggregate nominal amount
of Securities accepted
for purchase pursuant
to the Tender Offers on
the Final Settlement Date;
(ii) the relevant Purchase
Price, Reference Yield
and Purchase Yield; (iii)
the Accrued Interest Amounts;
and (iv) the Pro-Rating
Factor (if applicable).
Final Settlement Date Expected to take place
on April 19, 2017
Settlement of the Tender
Offers and payment of
the Tender Consideration
in respect of Securities
validly tendered after
the Early Tender Deadline
(but at or prior to the
Expiration Time) and accepted
for purchase.
Subject to applicable securities laws and the terms set within
the Tender Offer Memorandum, the Company reserves the right, with
respect to any or all of the Securities, (i) to waive or modify in
whole or in part any and all conditions to the Tender Offers,
including, but not limited to, the New Issue Condition, (ii) to
extend the Pricing Time, the Pricing Date, the Early Tender
Deadline, the Expiration Time, the Early Settlement Date and/or the
Final Settlement Date, (iii) to modify or terminate the Tender
Offers or (iv) to otherwise amend the Tender Offers in any
respect.
FURTHER INFORMATION
D.F. King & Co., Inc. has been appointed by the Company as
Information and Tender Agent (the "Information and Tender Agent")
for the purposes of the Tender Offers.
Citigroup Global Markets Limited and Morgan Stanley & Co.
International plc have been appointed as the Global Coordinators
and Credit Suisse Securities (Europe) Limited, Goldman, Sachs &
Co. and UBS Securities LLC together with Citigroup Global Markets
Limited and Morgan Stanley & Co. International plc have been
appointed as Joint Dealer Managers for the purposes of the Tender
Offers.
Requests for information in relation to the Tender Offers should
be directed to the Joint Dealer Managers:
GLOBAL COORDINATORS
Citigroup Global Markets Morgan Stanley & Co.
Limited International plc
Citigroup Centre 25 Cabot Square
Canada Square Canary Wharf
Canary Wharf London E14 4QA
London E14 5LB United Kingdom
United Kingdom
JOINT DEALER MANAGERS
Citigroup Global Markets Credit Suisse Securities
Limited (Europe) Limited
Citigroup Centre One Cabot Square
Canada Square Canary Wharf
Canary Wharf London E14 4QJ
London E14 5LB United Kingdom
United Kingdom
U.S. Tel: +1 800 820 1653
U.S. Toll Free: +1 (800) Collect: +1 212 538 2147
558-3745
Collect: +1 (212) 723-6106 In Europe: + 44 20 7888
8763 / +44 20 7888 9350
In Europe: +44 20 7986 Attention: Liability Management
8969 Group
Attention: Liability Management Email: liability.management@credit-suisse.com
Group
Email: liabilitymanagement.europe@citi.com
Goldman, Sachs & Co. Morgan Stanley & Co. International
plc
200 West Street 25 Cabot Square
New York, NY 10282 Canary Wharf
United States London E14 4QA
United Kingdom
U.S. Toll Free: +1 (800) U.S. Toll Free: +1 (800)
828-3182 624-1808
Collect: +1 (212) 357-1057 Collect: +1 (212) 761-1057
In Europe: +44 20 7774 In Europe: +44 20 7677
9862 5040
Attention: Liability Management Attention: Liability Management
Group Email: liabilitymanagement.europe@morganstanley.com
Email: liabilitymanagement.eu@gs.com
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
United States of America
U.S. Toll Free: +1 (888) 719-4210
Collect: +1 (203) 719-4210
In Europe: +44 20 7568 2133
Attention: Liability Management Group
Email: ol-liabilitymanagement-eu@ubs.com
Requests for information in relation to the procedures
for tendering Securities in the Tender Offers and
the submission of Electronic Offer Instructions
or for copies of the Tender Offer Memorandum or
related documents should be directed to:
THE INFORMATION AND TER AGENT
D.F. King & Co., Inc.
48 Wall Street, 22(nd) Floor
New York, New York 10005
United States
Tel: +1 212 269 5550 / Toll Free: 1800 330 5897
By Facsimile: (212) 709 3328
Attention: Andrew Beck
Confirmation: +1 (212) 269 5552
Email: anglo@dfking.com
This announcement is released by Anglo American Capital plc and
contains inside information for the purposes of Article 7 of the
Market Abuse Regulation (EU) 596/2014 (MAR), encompassing
information relating to the Tender Offers, the Non-U.S. Offers and
the New Issue described above. For the purposes of MAR and Article
2 of Commission Implementing Regulation (EU) 2016/1055, this
announcement is made by John Mills (Group Company Secretary) at
Anglo American Capital plc.
NOTICE AND DISCLAIMER
Nothing in this announcement constitutes an offer of securities
in the United States of America. The securities referred to above
have not been and will not be registered under the U.S. Securities
Act of 1933 (the "Securities Act") or with any securities
regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold within the United
States except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities
Act.
Subject to applicable law, the Company or any of its affiliates
may at any time and from time to time following completion or
cancellation of the Tender Offers purchase or exchange or offer to
purchase or exchange remaining outstanding Securities or issue an
invitation to submit offers to sell Securities (including, without
limitation, those tendered pursuant to the Tender Offers but not
accepted for purchase) through open market purchases, privately
negotiated transactions, tender offers, exchange offers or
otherwise, in each case on terms that may be more or less favorable
than those contemplated by the Tender Offers.
This announcement must be read in conjunction with the Tender
Offer Memorandum. This announcement and the Tender Offer Memorandum
contain important information which must be read carefully before
any decision is made with respect to the Tender Offers. If any
holder of Securities is in any doubt as to the action it should
take, it is recommended to seek its own legal, accounting and
financial advice, including as to any tax consequences, immediately
from its stockbroker, bank manager, attorney, accountant or other
independent financial adviser. Any individual or company whose
Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Tender
Offers. None of the Company, the Joint Dealer Managers, the
Information and Tender Agent and any person who controls, or is a
director, officer, employee or agent of such persons, or any
affiliate of such persons, makes any recommendation as to whether
holders of Securities should participate in the Tender Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not
constitute an invitation to participate in the Tender Offers in any
jurisdiction in which, or to or from any person to or from whom, it
is unlawful to make such offer or invitation or for there to be
such participation under applicable securities laws. The
distribution of this announcement and the Tender Offer Memorandum
in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement or the Tender Offer Memorandum
comes are required by each of the Company, the Joint Dealer
Managers and the Information and Tender Agent to inform themselves
about and to observe any such restrictions.
United Kingdom
The communication of this announcement, the Tender Offer
Memorandum and any other documents or materials relating to the
Tender Offers are not being made by, and such documents and/or
materials have not been approved by, an authorized person for the
purposes of section 21 of the Financial Services and Markets Act
2000. Accordingly, such documents and/or materials are not being
distributed to, and must not be passed on to, the general public in
the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of
investment professionals (as defined in Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the "Order") or to persons falling within Article 43(2) of
the Order, or to other persons to whom it may otherwise lawfully be
made in accordance with the Order.
Italy
None of the Tender Offers, this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Tender 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 Tender
Offers are 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 February 24, 1998, as amended (the
"Financial Services Act") and article 35-bis, paragraph 4 of CONSOB
Regulation No. 11971 of May 14, 1999, as amended.
Any holder or beneficial owner of Securities may tender their
Securities for purchase in the Tender Offers through authorized
persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in the Republic
of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of October 29, 2007, as amended from time to
time, and Legislative Decree No. 385 of September 1, 1993, as
amended) and in compliance with applicable laws and regulations or
with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and
regulations concerning information duties vis-Ã -vis its clients in
connection with the Securities or the Tender Offer Memorandum.
Belgium
None of this announcement, the Tender Offer Memorandum nor any
other documents or materials relating to the Tender Offers has been
submitted to or will be submitted for approval or recognition to
the Financial Services and Markets Authority (Autorité des services
et marchés financiers / Autoriteit financiële diensten en markten)
and, accordingly, the Tender 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 Tender Offers may not be advertized and the Tender
Offers will not be extended, and none of this announcement, the
Tender Offer Memorandum nor any other documents or materials
relating to the Tender 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 announcement and the Tender Offer
Memorandum has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Tender
Offers. Accordingly, the information contained in this announcement
and the Tender Offer Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.
France
The Tender Offers are not being made, directly or indirectly, to
the public in the Republic of France ("France"). Neither this
announcement, the Tender Offer Memorandum nor any other document or
material relating to the Tender Offers have been or shall be
distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the
account of third parties (personnes fournissant le service
d'investissement de gestion de portefeuille pour compte de tiers)
and/or (ii) qualified investors (investisseurs qualifiés), other
than individuals, in each case acting for their own account, all as
defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 of the French Code Monétaire et Financier, are eligible to
participate in the Tender Offers. The Tender Offer Memorandum has
not been and will not be submitted for clearance to nor approved by
the Autorité des Marchés Financiers.
General
The Tender Offers do not constitute an offer to buy or the
solicitation of an offer to sell Securities (and Offers to Sell
will not be accepted from Holders) in any circumstances in which
such offer or solicitation is unlawful. In those jurisdictions
where the securities or other laws require the Tender Offers to be
made by a licensed broker or dealer or similar and any of the Joint
Dealer Managers or any of the Joint Dealer Managers' respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the Tender Offers shall be deemed to be made by such
Joint Dealer Manager or such affiliate, as the case may be, on
behalf of the Company in such jurisdiction.
Each Holder participating in the Tender Offers will be deemed to
give certain representations in respect of the jurisdictions
referred to above and generally as set out in the Tender Offer
Memorandum. Any tender of Securities for purchase pursuant to an
Offer to Sell pursuant to the Tender Offers from a Holder that is
unable to make these representations may be rejected. Each of the
Company, the Joint Dealer Managers and the Information and Tender
Agent reserves the right, in its absolute discretion (and without
prejudice to the relevant Holder's responsibility for the
representations made by it), to investigate, in relation to any
tender of Securities for purchase pursuant to a Tender Offer,
whether any such representation given by a Holder is correct and,
if such investigation is undertaken and as a result the Company
determines (for any reason) that such representation is not
correct, such Offer to Sell may be rejected.
[1] (LEI TINT358G1SSHR3L3PW36)
[2] (LEI 549300S9XF92D1X8ME43)
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENJMMITMBJTBPR
(END) Dow Jones Newswires
March 20, 2017 10:42 ET (14:42 GMT)
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