G4S PLC G4s International Finance Plc Announces Tender Offers And Proposals For Its Eur500,000,000 1.50 Per Cent. Notes Due 2...

 
TIDMGFS 
 
 
   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 (REGULATION (EU) NO. 
596/2014, AS AMED). 
 
   NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY 
PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS UNLAWFUL TO 
RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT (SEE "OFFER AND 
DISTRIBUTION RESTRICTIONS" BELOW). 
 
   G4S International Finance plc announces tender offers and proposals for 
its EUR500,000,000 1.50 per cent. Notes due 2023, EUR500,000,000 1.50 
per cent. Notes due 2024 and EUR550,000,000 1.875 per cent. Notes due 
2025 
 
   20 May 2021. G4S International Finance plc (the Issuer) today announces 
separate invitations to: 
 
   (i)        holders (the Noteholders) of the notes described below 
(together the Notes and each series of the Notes, a Series) issued by 
the Issuer and guaranteed by G4S plc (the Company) to tender any and all 
of their Notes for purchase by the Issuer for cash (each such invitation 
referred to in this paragraph (i), an Offer and together the Offers); 
and 
 
   (ii)        Noteholders of each Series to approve, by Extraordinary 
Resolution (as defined below), the modification of the terms and 
conditions of the relevant Series (in respect of each Series, the 
Conditions) to provide for the Issuer to redeem (the Issuer Early 
Redemption) all, but not some only, of the relevant Series that remains 
outstanding (if any) on completion of the relevant Offer (each such 
invitation referred to in this paragraph (ii), a Proposal and together 
the Proposals), 
 
   subject, in each case, to the terms and conditions set out in the Tender 
Offer Memorandum dated 20 May 2021 (the Tender Offer Memorandum) 
including, in the case of the Offers, the offer and distribution 
restrictions described below and set out more fully in the Tender Offer 
Memorandum. 
 
   Copies of the Tender Offer Memorandum are (subject to distribution 
restrictions) available from the Tender and Information Agent referred 
to below. Capitalised terms used in this announcement but not defined 
have the meanings given to them in the Tender Offer Memorandum. 
 
 
 
 
                   Description of                        ISIN /     Nominal Amount   Total Early     Early    Purchase   Amount 
                      the Notes                        Common Code   Outstanding        Tender       Tender    Price*   subject 
                                                                                    Consideration*  Payment*             to the 
                                                                                                                        relevant 
                                                                                                                         Offer 
----------------------------------------------------  ------------  --------------  --------------  --------  --------  -------- 
EUR500,000,000 1.50 per cent. Notes due 2023 of the   XS1515216650  EUR500,000,000   102.125 per    2.00 per  100.125   Any and 
          Issuer guaranteed by the Company            / 151521665                       cent.        cent.      per       all 
                                                                                                               cent. 
EUR500,000,000 1.50 per cent. Notes due 2024 of the   XS1619992883  EUR500,000,000   103.375 per    3.00 per  100.375 
          Issuer guaranteed by the Company            / 161999288                       cent.        cent.      per 
                                                                                                               cent. 
EUR550,000,000 1.875 per cent. Notes due 2025 of the  XS1824462896  EUR550,000,000    104.50 per    4.00 per   100.50 
          Issuer guaranteed by the Company            / 182446289                       cent.        cent.      per 
                                                                                                               cent. 
 
 
   * As a percentage of the nominal amount of the relevant Notes. 
 
   Rationale for the Offers and the Proposals 
 
   On 6 April 2021, Atlas UK Bidco Limited, a newly incorporated entity 
that is indirectly controlled by Allied Universal Topco LLC (Allied 
Universal), announced that its recommended cash offer for the Company 
had become unconditional in all respects. 
 
   The Company understands that Allied Universal wishes to streamline its 
capital structure to provide greater flexibility going forward. As such 
the Company is making the Offers and the Proposals with a view to 
achieving this goal. In addition, should the Offers be accepted and the 
Proposals passed, this will allow the Company to apply to S&P Global 
Ratings to withdraw the ratings of the Company and the Notes. 
 
   The Offers for the Notes are therefore structured on an any-and-all 
basis in order to give all holders of Notes the opportunity to exit such 
Notes at a premium to market level prevailing at the time of launch. 
 
   The Company understands that Allied Universal intends to use the amounts 
borrowed by it under various recent financing arrangements it has put in 
place, together with cash on hand and certain equity contributions, to 
fund the Offers and redemption of the Notes should the Extraordinary 
Resolutions be passed. 
 
   Notes purchased in the Offers are expected to be cancelled. 
 
   Following confirmation by Allied that its recommended cash offer for the 
Company had become unconditional on 6 April 2021, a Change of Control 
(as defined in the terms and conditions of the Notes) occurred under the 
terms and conditions of each series of Notes. On 22 April 2021, S&P 
Global Ratings announced that it had downgraded the Company's credit 
rating, and the Company's senior unsecured debt rating (in respect of 
the Notes), in each case, from BBB- to B. 
 
   On 26 April 2021 the Company on behalf of the Issuer notified holders of 
each series of Notes that, pursuant to Condition 5.4(f) in relation to 
each series of Notes, a Step Up Rating Change had occurred. As a result, 
from and including the first Interest Payment Date following the date of 
a Step Up Rating Change the Rate of Interest payable on the Notes, for 
so long as they remain outstanding, will be increased by the relevant 
Step Up Margin. Such Interest Payment Date is, 9 January 2022 in respect 
of the EUR500,000,000 1.50 per cent. Notes due 2023, 2 June 2021 in 
respect of the EUR500,000,000 1.50 per cent. Notes due 2024 and 24 May 
2021 in respect of the EUR550,000,000 1.875 per cent. Notes due 2025. 
 
   Should the Offers and the Proposals be unsuccessful such that any Notes 
remain outstanding, a Put Event (as defined in the terms and conditions 
of the Notes) is likely to occur under the terms and conditions of each 
series of Notes. If a Put Event occurs, holders of the Notes have the 
option to require the Issuer to redeem or at the Issuer's option to 
purchase (or procure the purchase) of their Notes on the Put Date at par 
plus accrued interest to such date. It is expected that the Put Event 
will arise on 4 August 2021 (being the date that falls 120 days 
following the date of the change of control and assuming the Company's 
rating does not revert to investment grade during this period, as more 
fully described in the term and conditions of the Notes). Following the 
occurrence of a Put Event, the Issuer would be required to give notice 
to holders of the Notes that a Put Event has occurred and holders 
wishing to exercise their put right must do so within a period of 45 
days following such notice. Should holders elect to exercise their put 
right, they would be paid par on the relevant redemption date, plus 
accrued interest to such date. 
 
   For the avoidance of doubt, the acquisition by Allied Universal of the 
Company does not give rise to an event of default under the Notes. 
 
   Details of the Offers 
 
   The Issuer will pay, on the Settlement Date, for the Notes of each 
Series accepted by it for purchase pursuant to the relevant Offer, a 
cash purchase price as specified in the table above (in each case the 
Purchase Price and together the Purchase Prices). 
 
   The Issuer will also pay, on the Settlement Date, an Accrued Interest 
Payment in respect of those Notes accepted for purchase pursuant to the 
relevant Offer(s). 
 
   In order to participate in an Offer, Noteholders must validly tender 
their Notes for purchase by delivering, or arranging to have delivered 
on their behalf, a valid Tender Instruction that is received by the 
Tender and Information Agent by 9.00 a.m. (London time) on 18 June 2021 
(the Expiration Deadline). 
 
   Each Noteholder that validly tenders its Notes by delivering, or 
arranging to have delivered on its behalf, a valid Tender Instruction 
that is received by the Tender and Information Agent by 10.00 p.m. 
(London time) on 3 June 2021 (the Early Tender Deadline) (and does not 
subsequently revoke such tender in the limited circumstances in which 
such revocation is permitted, as described in the Tender Offer 
Memorandum), will also receive the early tender payment for the relevant 
Series set out in the table below (in respect of each Series, the Early 
Tender Payment) in addition to the relevant Purchase Price and Accrued 
Interest Payment, all as further described in the Tender Offer 
Memorandum. The relevant Purchase Price and Early Tender Payment in 
respect of each Series are referred to in this announcement as, in 
respect of such Series, the Total Early Tender Consideration. 
 
 
 
 
Notes                                                 Early Tender Payment (expressed as a percentage of 
                                                       the nominal amount of the relevant Notes) 
----------------------------------------------------  -------------------------------------------------- 
EUR500,000,000 1.50 per cent. Notes due 2023 (ISIN:   2.00 per cent. 
 XS1515216650) 

----------------------------------------------------  -------------------------------------------------- 
EUR500,000,000 1.50 per cent. Notes due 2024 (ISIN:   3.00 per cent. 
 XS1619992883) 
----------------------------------------------------  -------------------------------------------------- 
EUR550,000,000 1.875 per cent. Notes due 2025 (ISIN:  4.00 per cent. 
 XS1824462896) 
----------------------------------------------------  -------------------------------------------------- 
 
 
   The Issuer currently intends to only accept valid tenders of Notes 
pursuant to any Offer if the Extraordinary Resolutions (as described 
below) for all three Series are passed, although the Issuer reserves the 
right (in its sole discretion) to accept valid tenders of Notes of a 
Series in the circumstances where the Extraordinary Resolution(s) for 
one or more Series is (or are) not passed, or to accept valid tenders of 
Notes of one or more Series for purchase but not the other Series and 
may make any such decision for any reason. 
 
   If the Issuer decides to accept valid tenders of Notes pursuant to one 
or more of the Offers, the Issuer will accept for purchase all of the 
Notes of each Series that are the subject of such Offer(s) that are 
validly tendered and there will be no scaling of any tenders of Notes of 
such Series for purchase. 
 
   Details of the Proposals 
 
   The Issuer is also separately inviting the holders of each Series to 
approve certain modifications to the relevant Conditions to provide for 
the Issuer to redeem (the Issuer Early Redemption) all, but not some 
only, of the Notes of such Series that remain outstanding (if any) on 
completion of the relevant Offer, at an early redemption amount (in 
respect of each Series, the Early Redemption Amount) set out in the 
table below plus Accrued Interest. If the Proposal for any Series is 
implemented, such Series shall be automatically redeemed without any 
further action being required to be taken by the Issuer, the Company or 
the holder of the relevant Notes on the date (in respect of each Series, 
the Early Redemption Date) specified in the relevant Supplemental Trust 
Deed, expected to be 22 June 2021 (assuming no adjournment is needed for 
the relevant Meeting(s) (as defined below)). 
 
 
 
 
Notes                                                 Early Redemption Amount (expressed as a percentage 
                                                       of the nominal amount of the relevant Notes) 
----------------------------------------------------  -------------------------------------------------- 
EUR500,000,000 1.50 per cent. Notes due 2023 (ISIN:   100.125 per cent. 
 XS1515216650) 
----------------------------------------------------  -------------------------------------------------- 
EUR500,000,000 1.50 per cent. Notes due 2024 (ISIN:   100.375 per cent. 
 XS1619992883) 
----------------------------------------------------  -------------------------------------------------- 
EUR550,000,000 1.875 per cent. Notes due 2025 (ISIN:  100.50 per cent. 
 XS1824462896) 
----------------------------------------------------  -------------------------------------------------- 
 
 
   Notice (the Notice) of separate meetings (together the Meetings) of the 
Noteholders to be held (via teleconference) on 18 June 2021, and at the 
times specified in the Notice, has been published on or around the date 
of this announcement in accordance with the Trust Deed by delivery to 
the Clearing Systems for communication to Direct Participants. 
 
   At each Meeting, the Noteholders of the relevant Series will be asked to 
consider and, if thought fit, pass an extraordinary resolution as set 
out in the Notice (each an Extraordinary Resolution), which will provide, 
among other things, for the Trustee to be authorised, directed and 
requested to concur in and execute the Supplemental Trust Deed in 
respect of the relevant Series to effect the necessary modifications 
pursuant to such Extraordinary Resolution, which will implement the 
relevant Proposal. 
 
   If passed, an Extraordinary Resolution shall be binding on all 
Noteholders of the relevant Series, whether present or not at the 
relevant Meeting and whether or not voting. The implementation of the 
Extraordinary Resolution in respect of any Series, if passed, is 
conditional on the acceptance for purchase by the Issuer of the Notes of 
the relevant Series that have been validly tendered in the Offer 
applicable to such Series. 
 
   Any Noteholder who does not wish, or is not able, to tender its Notes 
for purchase pursuant to the relevant Offer may be eligible, to the 
extent permitted by applicable laws and regulations, to receive the 
early consent fee for the relevant Series set out in the table below (in 
respect of each Series, the Early Consent Fee). In order to be eligible 
for the relevant Early Consent Fee, Noteholders must deliver, or arrange 
to have delivered on their behalf, a valid Voting Only Instruction in 
favour of the relevant Proposal that is received by the Tender and 
Information Agent by the Early Tender Deadline (and which is not 
subsequently revoked (in the limited circumstances in which such 
revocation is permitted)). Any Noteholder who submits a valid Voting 
Only Instruction against the relevant Proposal will not be eligible for 
the relevant Early Consent Fee, irrespective of whether such Voting Only 
Instruction is received by the Tender and Information Agent by the Early 
Tender Deadline. For the avoidance of doubt, any Noteholder who has 
submitted a valid Voting Only Instruction in favour of the relevant 
Proposal by the Early Tender Deadline and is eligible for the relevant 
Early Consent Fee will not be eligible for the relevant Purchase Price, 
Accrued Interest Payment or Early Tender Payment pursuant to the 
relevant Offer. 
 
 
 
 
Notes                                                 Early Consent Fee (expressed as a percentage of the 
                                                       nominal amount of the relevant Notes) 
----------------------------------------------------  --------------------------------------------------- 
EUR500,000,000 1.50 per cent. Notes due 2023 (ISIN:   2.00 per cent. 
 XS1515216650) 
----------------------------------------------------  --------------------------------------------------- 
EUR500,000,000 1.50 per cent. Notes due 2024 (ISIN:   3.00 per cent. 
 XS1619992883) 
----------------------------------------------------  --------------------------------------------------- 
EUR550,000,000 1.875 per cent. Notes due 2025 (ISIN:  4.00 per cent. 
 XS1824462896) 
----------------------------------------------------  --------------------------------------------------- 
 
 
   Where payable, the relevant Early Consent Fee will be paid by the Issuer 
to relevant Noteholders on the Settlement Date in the same manner as the 
payment of the relevant Purchase Price is made to eligible Noteholders 
(subject to the right of the Issuer to amend such date of payment to 
follow any adjourned Meeting for the relevant Series, if required, and 
otherwise as set out in the Tender Offer Memorandum). 
 
   By either (i) submitting a Tender Instruction in respect of the relevant 
Offer or (ii) submitting a Voting Only Instruction in respect of the 
relevant Proposal, that in either case is received by the Tender and 
Information Agent by 5.00 p.m. (London time) on 15 June 2021 (the Voting 
Deadline), Noteholders will automatically instruct the Agent to appoint 
one or more representatives of the Tender and Information Agent as their 
proxy to vote (a) in the case of Tender Instructions, in favour of, or 
(b) in the case of Voting Only Instructions, in favour of or against (as 
specified in the relevant Voting Only Instruction) the relevant 
Extraordinary Resolution at the relevant Meeting. It will not be 
possible to validly tender Notes in the Offers or to validly submit 
Voting Only Instructions in the Proposals without at the same time 
giving such instructions to the Agent. 
 
   Quorum and Voting 
 
   The quorum required for each Meeting to consider the relevant 
Extraordinary Resolution is one or more persons present and holding or 
representing in the aggregate not less than two-thirds of the aggregate 
nominal amount of the relevant Series for the time being outstanding. In 
the event the necessary quorum for an Extraordinary Resolution is not 
obtained at the relevant Meeting, such Meeting will be adjourned. At any 
adjourned Meeting one or more persons present and holding or 
representing in the aggregate not less than one-quarter of the aggregate 
nominal amount of Notes of the relevant Series for the time being 
outstanding will form a quorum. To be passed at the relevant Meeting 
(including any adjourned such Meeting), an Extraordinary Resolution 
requires a majority consisting of not less than three-quarters of the 
votes cast at such Meeting. 
 
   If passed, an Extraordinary Resolution shall be binding on all 
Noteholders of the relevant Series, whether present or not at the 
relevant Meeting and whether or not voting. The implementation of the 
Extraordinary Resolution in respect of any Series, if passed, is 
conditional on the acceptance for purchase by the Issuer of the Notes of 
the relevant Series that have been validly tendered in the Offer 
applicable to such Series. 
 
   General 
 
   Under the Offers and the Proposals, all Tender Instructions and Voting 
Only Instructions will be irrevocable except in the limited 
circumstances described in the Tender Offer Memorandum. Tender 
Instructions must be submitted in respect of a minimum nominal amount of 
EUR100,000 (being the minimum denomination of each Series), and may be 
submitted in integral multiples of EUR1,000 thereafter. Voting Only 
Instructions must be submitted in respect of a minimum nominal amount of 
EUR1,000. A separate Tender Instruction or Voting Only Instruction in 
respect of the relevant Proposal must be submitted in respect of each 
Series. 
 
   Indicative Timetable 
 
 
 
 
Date                                                    Event 

20 May 2021                                             Launch Date 
                                                         Offers announced. Notice delivered to Clearing Systems 
                                                         for communication to Direct Participants. Tender Offer 
                                                         Memorandum available from the Tender and Information 
                                                         Agent. 
 
10.00 p.m. (London time) on 3 June 2021                 Early Tender Deadline 
                                                         Deadline for receipt by the Tender and Information 
                                                         Agent of all Tender Instructions and Voting Only Instructions 
                                                         in favour of the relevant Proposal(s) from Noteholders 
                                                         in order for such Noteholders to be eligible for the 
                                                         Total Early Tender Consideration or the relevant Early 
                                                         Consent Fee, as the case may be. 
5.00 p.m. (London time) on                              Voting Deadline 
 15 June 2021                                            Deadline for receipt by the Tender and Information 
                                                         Agent of all Tender Instructions and Voting Only Instructions 
                                                         in order for Noteholders to be able to participate 
                                                         in the Offers or the Proposals, as applicable, and 
                                                         automatically make a proxy appointment in respect 
                                                         of the relevant Extraordinary Resolution at the relevant 
                                                         Meeting 
9.00 a.m. (London time) on 18 June 2021                 Expiration Deadline 
                                                         Deadline for receipt by the Tender and Information 
                                                         Agent for all Tender Instructions in order for Noteholders 
                                                         to be eligible for the relevant Purchase Price 
From 10.00 a.m. (London time) on 18 June 2021           Meetings 
As soon as reasonably practicably after the Expiration  Announcement of Results and (if applicable) Execution 
 Deadline on 18 June 2021                                of Supplemental Trust Deeds 
 
  21 June 2021                                            Expected Settlement Date 
22 June 2021                                            Expected Early Redemption Date (if the Supplemental 
                                                         Trust Deed in respect of any Series is executed) 
 
 
   The above dates and times are indicative only and are subject to the 
right of the Issuer to extend, re-open, amend, and/or terminate the 
Offers and/or the Proposals. Noteholders are advised to check with any 
bank, securities broker or other intermediary through which they hold 
Notes when such intermediary would require 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, the Offers or the Proposals 
before the deadlines specified above. The deadlines set by any such 
intermediary and each Clearing System for the submission of Tender 
Instructions and Voting Only Instructions will be earlier than the 
relevant deadlines above. 
 
   Subject as provided in the Tender Offer Memorandum, the Settlement Date 
for each Offer and the Early Redemption Date for each Proposal may be 
earlier or later than the above dates and could be different. The Issuer 
will confirm the final Settlement Date for each Offer and the final 
Early Redemption Date for each Proposal at the same time as the 
announcement(s) of the results of such Offers and Proposals. 
 
   The Issuer is under no obligation to accept any tender of Notes for 
purchase pursuant to the Offers. Tenders of Notes for purchase may be 
rejected in the sole discretion of the Issuer for any reason and the 
Issuer is under no obligation to Noteholders to furnish any reason or 
justification for refusing to accept a tender of Notes for purchase. For 
example, tenders of Notes may be rejected if the relevant Offer is 
terminated, if any such tender does not in the determination of the 
Issuer comply with the requirements of a particular jurisdiction or if 
the Issuer decides not to accept any tenders of Notes should one or all 
of the Extraordinary Resolutions not be passed or for any other reason. 
 
   Unless stated otherwise, announcements in connection with the Offers and 
the Proposals will be made (i) by publication through RNS and (ii) by 
the delivery of notices to the Clearing Systems for communication to 
Direct Participants. Such announcements may also be made on the relevant 
Reuters Insider Screen and by the issue of a press release to a 
Notifying News Service. Copies of all announcements, notices and press 
releases can also be obtained from the Tender and Information Agent. 
 
   Noteholders are advised to read carefully the Tender Offer Memorandum 
for full details of and information on the procedures for participating 
in the Offers and the Proposals. 
 
   Requests for information in relation to the Offers or the Proposals 
should be directed to: 
 
 
 
 
The Dealer Manager 
 
 
   Citigroup Global Markets Limited 
 
   Citigroup Centre 
 
   Canada Square 
 
   Canary Wharf 
 
   London E14 5LB 
 
   United Kingdom 
 
   Attention: Liability Management Group 
 
   In Europe: 
 
   Telephone: [phone] 
 
   In the United States: 
 
   Toll Free: [phone] 
 
   Collect: [phone] 
 
   Email: [e-mail] 
 
 
 
 
Requests for information in relation to Tender Instructions 
     or Voting Only Instructions should be directed to: 
             The Tender and Information Agent 
               Lucid Issuer Services Limited 
                      Tankerton Works 
                       12 Argyle Walk 
                      London WC1H 8HA 
                       United Kingdom 
                  Attention: Arlind Bytyqi 
                Telephone: [phone] 
                  Email: [e-mail] 
 
 
   This announcement is released by G4S International Finance plcand 
contains information that qualified or may have qualified as inside 
information for the purposes of Article 7 of the Market Abuse Regulation 
(Regulation (EU) No. 596/2014, as amended) (MAR), encompassing 
information relating to the Offers and the Proposals described above. 
For the purposes of MAR and Article 2 of Commission Implementing 
Regulation (EU) No. 2016/1055, this announcement is made by Celine 
Barroche, a director of G4S International Finance plc. 
 
   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 any Offer or Proposal. If any 
Noteholder is in any doubt as to the action it should take or is unsure 
of the impact of the implementation of any Proposal or the relevant 
Extraordinary Resolution to be proposed at a Meeting, it is recommended 
to seek its own financial and legal advice, including as to any tax 
consequences, from its broker, bank manager, solicitor, accountant or 
other independent financial 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 or intermediary must contact such entity 
if it wishes to tender Notes in the relevant Offer or otherwise 
participate in the relevant Proposal. None of the Dealer Manager, the 
Tender and Information Agent, the Trustee, the Issuer and the Company 
makes any recommendation whether Noteholders should tender Notes in the 
Offers or otherwise participate in the Proposals. 
 
   OFFER AND DISTRIBUTION RESTRICTIONS 
 
   Neither this announcement nor the Tender Offer Memorandum constitutes an 
offer to buy or the solicitation of an offer to sell Notes (and tenders 
of Notes for purchase pursuant to the relevant Offer(s) will not be 
accepted from Noteholders) in any circumstances in which such offer or 
solicitation is unlawful. In those jurisdictions where the securities, 
blue sky or other laws require the relevant Offer to be made by a 
licensed broker or dealer and the Dealer Manager or any of its 
affiliates is such a licensed broker or dealer in any such jurisdiction, 
such Offer shall be deemed to be made by the Dealer Manager or such 
affiliate, as the case may be, on behalf of the Issuer in such 
jurisdiction. 
 
   The distribution of this announcement and/or the Tender Offer Memorandum 
in certain jurisdictions may be restricted by law. Persons into whose 
possession this announcement and/or the Tender Offer Memorandum comes 
are required by the Issuer, the Company, the Dealer Manager and the 
Tender and Information Agent to inform themselves about, and to observe, 
any such restrictions. 
 
   Italy: None of the Offers, this announcement, the Tender Offer 
Memorandum or any other document or materials relating to the Offers 
have been 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 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 4 of CONSOB Regulation No. 
11971 of 14 May 1999, as amended. Accordingly, Noteholders or beneficial 

owners of the Notes that are located in Italy can tender Notes for 
purchase pursuant to the Offers through authorised persons (such as 
investment firms, banks or financial intermediaries permitted to conduct 
such activities in Italy in accordance with the Financial Services Act, 
CONSOB Regulation No. 20307 of 15 February 2018, as amended from time to 
time, and Legislative Decree No. 385 of 1 September 1993, as amended) 
and in compliance with applicable laws and regulations or with 
requirements imposed by CONSOB 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 or the Offers. 
 
   United Kingdom: 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, as amended. 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, as amended (the Financial Promotion Order)) or 
persons who are within Article 43 of the Financial Promotion Order or 
any other persons to whom it may otherwise lawfully be made under the 
Financial Promotion Order. 
 
   France: This announcement, the Tender Offer Memorandum and any other 
document or material relating to the Offers have only been and shall 
only be distributed in France to qualified investors as defined in 
Article 2(e) of Regulation (EU) No. 2017/1129, as amended. Neither this 
announcement nor the Tender Offer Memorandum has been, and will not be, 
submitted for clearance to nor approved by the Autorité des 
Marchés Financiers. 
 
 
 
 

(END) Dow Jones Newswires

May 20, 2021 04:28 ET (08:28 GMT)

Copyright (c) 2021 Dow Jones & Company, Inc.