TIDM43XA
RNS Number : 7224D
Naturgy Capital Markets S.A.
11 October 2018
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES
OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NATURGY CAPITAL MARKETS, S.A. (FORMERLY, GAS NATURAL CAPITAL
MARKETS, S.A.) AND NATURGY FINANCE B.V. (FORMERLY, GAS NATURAL
FENOSA FINANCE B.V.) ANNOUNCE TER OFFER FOR
NOTES ISSUED BY THEM AND GUARANTEED BY NATURGY ENERGY GROUP,
S.A. (FORMERLY, GAS NATURAL SDG, S.A.)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN OR AT ANY ADDRESS 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 AND THE DISTRICT OF COLUMBIA) (THE "UNITED
STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE
UNITED STATES SECURITIES ACT OF 1933, AS AMED (THE "SECURITIES
ACT")) OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO
RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
This announcement does not constitute an invitation to
participate in the Solicitation of Offers to Sell (as defined
herein) in or from any jurisdiction in or from which, or to or from
any person to or from whom, it is unlawful to make such offer under
applicable securities laws or otherwise. The distribution of this
announcement in certain jurisdictions (including the United States,
the United Kingdom, the Republic of Italy, Belgium, France and
Spain) may be restricted by law. See "Offer Restrictions relating
to the Solicitation of Offers to Sell" below. Persons into whose
possession this document comes are required by the Issuers, the
Guarantor and the Joint Dealer Managers (each as defined herein) to
inform themselves about, and to observe, any such restrictions. No
action that would permit a public offer has been or will be taken
in any jurisdiction by the Issuers, the Guarantor, the Joint Dealer
Managers or the Tender Agent.
London, 11 October 2018.
Naturgy Capital Markets, S.A. (formerly, Gas Natural Capital
Markets, S.A.) ("NCM") and Naturgy Finance B.V. (formerly, Gas
Natural Fenosa Finance B.V.) ("NF", and together with NCM, the
"Issuers" and each an "Issuer") hereby announce that NCM is
inviting holders of its EUR500,000,000 5.375 per cent. Guaranteed
Notes due May 2019 (ISIN: XS0627188468) (the "May 2019 Notes"),
EUR500,000,000 6.375 per cent. Guaranteed Notes due July 2019
(ISIN: XS0436928872) (the "July 2019 Notes"), EUR850,000,000 4.500
per cent. Guaranteed Notes due January 2020 (ISIN: XS0479542580)
(the "4.50% January 2020 Notes"), EUR800,000,000 6.00 per cent.
Guaranteed Notes due 2020 (ISIN: XS0829360923) (the "6.00% January
2020 Notes") and EUR750,000,000 5.125 per cent. Guaranteed Notes
due November 2021 (ISIN: XS0458749826) (the "November 2021 Notes",
and together with the May 2019 Notes, the July 2019 Notes, the
4.50% January 2020 Notes and the 6.00% January 2020 Notes, the "NCM
Notes"), and NF is inviting holders of its EUR500,000,000 3.500 per
cent. Guaranteed Notes due 15 April 2021 (ISIN: XS0981438582) (the
"NF Notes", and together with the NCM Notes, the "Notes"), in each
case guaranteed by Naturgy Energy Group, S.A. (formerly, Gas
Natural SDG, S.A.) (the "Guarantor") to offer to sell Notes to each
of Naturgy Capital Markets, S.A. or Naturgy Finance B.V., as
applicable, for cash at the relevant Purchase Price (the
"Solicitation of Offers to Sell").
The Solicitation of Offers to Sell is being made upon the terms
and subject to the conditions contained in a tender offer
memorandum dated 11 October 2018 (the "Memorandum") prepared in
connection with the Solicitation of Offers to Sell, and is subject
to the offer restrictions set out below. Capitalised terms used in
this announcement and not otherwise defined have the meanings
ascribed to them in the Memorandum.
Description Issuer ISIN Maturity Minimum/Incremental Aggregate Reference Purchase Purchase Maximum
of Notes Date Denomination principal Benchmark Spread Yield Purchase
amount Amount
outstanding
-0.30
May 2019 24 May Not Not per
Notes NCM XS0627188468 2019 EUR100,000/100,000 EUR292,400,000 Applicable Applicable cent.*
-------- -------------- ---------- -------------------- --------------- ------------- ----------- ----------- ---------------
July -0.30
2019 9 July Not Not per
Notes NCM XS0436928872 2019 EUR50,000/50,000 EUR356,200,000 Applicable Applicable cent.*
-------- -------------- ---------- -------------------- --------------- ------------- ----------- -----------
4.50%
January 27 -0.25
2020 January Not Not per
Notes NCM XS0479542580 2020 EUR50,000/50,000 EUR686,250,000 Applicable Applicable cent.*
-------- -------------- ---------- -------------------- --------------- ------------- ----------- -----------
6.00%
January 27 -0.25
2020 January Not Not per
Notes NCM XS0829360923 2020 EUR100,000/100,000 EUR434,400,000 Applicable Applicable cent.*
-------- -------------- ---------- -------------------- --------------- ------------- ----------- -----------
-0.10
15 April Not Not per
NF Notes NF XS0981438582 2021 EUR100,000/100,000 EUR332,900,000 Applicable Applicable cent.*
-------- -------------- ---------- -------------------- --------------- ------------- ----------- -----------
EUR400,000,000
in aggregate
principal
amount (or
November As such amount
2021 determined as modified
November 2 Interpolated on the by each Issuer
2021 November Mid-Swap Pricing in its sole
Notes NCM XS0458749826 2021 EUR50,000/50,000 EUR630,850,000 Rate -5bps Date discretion)**
-------- -------------- ---------- -------------------- --------------- ------------- ----------- ----------- ---------------
* For information purposes only, the Purchase Price in respect
of (i) the May 2019 Notes will be 103.337 per cent. (EUR103,337.16
for each EUR100,000 in nominal amount), (ii) the July 2019 Notes
will be 104.769 per cent. (EUR52,384.50 for each EUR50,000 in
nominal amount), (iii) the 4.50% January 2020 Notes will be 106.031
per cent. (EUR53,015.25 for each EUR50,000 in nominal amount), (iv)
the 6.00% January 2020 Notes will be 107.935% per cent.
(EUR107,934.89 for each EUR100,000 in nominal amount), and (v) the
NF Notes will be 108.942 per cent. (EUR108,942.02 for each
EUR100,000 in nominal amount), in each case when determined in the
manner described herein on the basis of a Settlement Date of 22
October 2018. Should the Settlement Date in respect of any Notes
accepted for purchase pursuant to the Solicitation of Offers to
Sell differ from 22 October 2018, the Purchase Price will be
recalculated to the new Settlement Date, all as further described
herein.
** The Issuers reserve the right to determine the allocation of
the Maximum Purchase Amount between one or more Series in their
sole discretion, and reserve the right to accept significantly more
or less (or none) of the Notes of one Series as compared to any of
the other Series up to the Maximum Purchase Amount.
The Issuers propose to accept Offers to Sell up to a maximum
aggregate principal amount of EUR400,000,000 across all Series of
Notes combined (the "Maximum Purchase Amount"), subject to the
right to modify such amount at their sole discretion and for any
reason. Each of the Issuers may, in its sole discretion, extend,
amend or terminate the Solicitation of Offers to Sell at any time
(subject to applicable law and as provided in the Memorandum).
Purchase Price and Offer Period
The amount payable per Minimum Denomination in respect of each
Series will be the sum of (i) the relevant Purchase Price
(expressed as a percentage and as defined in the Memorandum) in
respect of such Series multiplied by the relevant Minimum
Denomination in respect of that Series and (ii) accrued and unpaid
interest on such Notes of the relevant Series from, and including,
the immediately preceding interest payment date for such Series up
to, but excluding, the Settlement Date, which is expected to be 22
October 2018 (the "Accrued Interest").
The Purchase Price for the November 2021 Notes accepted for
purchase will be determined by the Joint Dealer Managers by
reference to the sum (each such sum, a "Purchase Yield") of (i) the
Purchase Spread and (ii) the yield for the Reference Benchmark (the
"Reference Benchmark Yield") at the Pricing Time on the Pricing
Date in accordance with the pricing formula set out in Annex A to
the Memorandum.
The Purchase Price for the May 2019 Notes, July 2019 Notes,
4.50% January 2020 Notes, 6.00% January 2020 Notes and NF Notes
accepted for purchase will be determined by the Joint Dealer
Managers by reference to the relevant Purchase Yield at the Pricing
Time on the Pricing Date in accordance with the pricing formula set
out in Annex A to the Memorandum.
Noteholders will be able to submit an Offer to Sell in the
manner specified in the Memorandum from and including 11 October
2018 to 4:00 p.m. (London time) on 18 October 2018 (the "Offer
Period"). Noteholders must submit the Offer to Sell specifying the
aggregate principal amount of the Notes offered at the relevant
Purchase Price in the manner specified in the Memorandum under
"Terms and Conditions relating to the Solicitation of Offers to
Sell - Electronic Instruction Notice".
Rationale
The Solicitation of Offers to Sell is being made to utilise cash
on hand efficiently and to reduce gross debt. Furthermore, the
transaction provides a degree of liquidity to Noteholders who make
an Offer to Sell and whose Offer to Sell is accepted by the
relevant Issuer. Notes repurchased by the Issuers pursuant to an
Offer to Sell will be cancelled and will not be reissued.
Acceptance Date and Settlement
An Offer to Sell may be accepted by the relevant Issuer, if no
extension of the Offer Period has occurred on the "Acceptance Date"
(expected to be on 19 October 2018). Neither Issuer is under any
obligation to accept an Offer to Sell. The acceptance of Notes
validly tendered and not validly withdrawn pursuant to the
Solicitation of Offers to Sell for purchase by either of the
Issuers is at the sole discretion of the relevant Issuer and Offers
to Sell may be rejected by that Issuer for any reason.
Subject to the preceding paragraph, each of the Issuers will
accept Offers to Sell until either (i) it has accepted all of the
Notes validly offered and eligible for purchase, or (ii) the
aggregate principal amount of all Notes which have been accepted by
the Issuers is the maximum amount that can be accepted without
exceeding the Maximum Purchase Amount. The Issuers reserve the
right to determine the allocation of the Maximum Purchase Amount
between one or more Series in their sole discretion, and reserve
the right to accept significantly more or less (or none) of the
Notes of one Series as compared to any of the other Series. Where
the acceptance of all valid Offers to Sell would require a greater
principal amount of Notes to be accepted than the Maximum Purchase
Amount, the relevant Issuer will accept Offers to Sell in respect
of the Notes on a pro rata basis (as described in the Memorandum
under "Terms and Conditions relating to the Solicitation of Offers
to Sell - Acceptance of Offers to Sell and Pro Rata
Allocation").
Notes in respect of which the relevant Issuer has not accepted
an Offer to Sell will remain outstanding subject to the terms and
conditions of such Notes and will be returned to the respective
Noteholders as soon as possible after the Settlement Date.
During the Offer Period, Noteholders must submit or arrange for
the submission of an Electronic Instruction Notice (as defined
below) to the Tender Agent via the relevant Clearing System (as
defined below) as detailed in the Memorandum. Such Electronic
Instruction Notice (as defined below) must be received by the
Tender Agent at or prior to the Expiration Date.
Noteholders wishing to participate in the Solicitation of Offers
to Sell who are not direct participants of Euroclear Bank SA/NV or
Clearstream Banking, S.A. (together, the "Clearing Systems" and
each a "Clearing System") must instruct their respective bank,
securities broker or other intermediary to submit an electronic
instruction notice (the "Electronic Instruction Notice") to the
relevant Clearing System for delivery to the Tender Agent via such
Clearing System. Each Issuer expressly points out that Noteholders
whose Notes are held on their behalf by a bank, securities broker
or other intermediary should inform themselves whether such
intermediary requires instructions to participate in, or withdraw
their instructions to participate in, the Solicitation of Offers to
Sell prior to the deadlines set out herein. Noteholders who are
direct participants of the Clearing Systems must follow the same
procedure by contacting the relevant Clearing System directly.
Purchase agreements will be concluded by the relevant Issuer's
acceptance of the Offers to Sell according to the Terms and
Conditions.
The Purchase of Notes, pursuant to the Solicitation of Offers to
Sell, in respect of which the relevant Issuer has validly accepted
Offers to Sell on the Acceptance Date is expected to be settled on
22 October 2018 or, in the event of an extension of the Offer
Period, on such later date as is notified to the Noteholders by the
relevant Issuer (the "Settlement Date"). All purchases pursuant to
the Solicitation of Offers to Sell will settle through the normal
procedures of the Clearing Systems. On the Settlement Date, the
relevant Issuer will pay, or procure the payment of, the relevant
Purchase Price plus Accrued Interest to all Noteholders whose
Offers to Sell have been validly accepted by the relevant Issuer
pursuant to the Terms and Conditions, subject to receipt of the
relevant Notes.
Expected Timetable
Commencement of Offer 11 October 2018
Period:.......
Expiration Date:.............................. 18 October 2018, 4:00 p.m. (London
time)
Acceptance Date:........................... Expected to be 19 October 2018
Announcement of indicative Acceptance Date, expected to be at
results of Solicitation or around 9:00 a.m. (London time).
of Offers to Sell and
indicative pro-ration
factors (if applicable):
....................................
Pricing Date and Pricing Acceptance Date, expected to be at
Time:......... or around 1:00 p.m. (London time)
Announcement of whether As soon as practicably possible following
the relevant Issuer will the Pricing Time on the Pricing Date.
accept valid Offers to
Sell pursuant to the Purchase
and, if so accepted, (i)
the principal amount of
each Series of Notes accepted
for purchase and any pro-ration
factor; (ii) the relevant
Purchase Price and the
Accrued Interest for each
Series of Notes accepted
for purchase; and (iii)
in respect of the November
2021 Notes only, the Reference
Benchmark Yield and the
Purchase Yield:
Settlement Date: ............................ Expected to be 22 October 2018.
Noteholders are advised to check with the bank, securities
broker or other intermediary (including the relevant Clearing
System) through which they hold their Notes as to the deadlines by
which such intermediary would require receipt of instructions to
participate in, or to withdraw their instructions to participate
in, the Solicitation of Offers to Sell in accordance with the Terms
and Conditions to meet the deadlines set out above. The deadlines
set by any such intermediary and the Clearing Systems will be
earlier than the relevant deadlines specified above.
Further Information
A complete description of the terms and conditions of the
Solicitation of Offers to Sell is set out in the Memorandum.
Barclays Bank PLC, CaixaBank, S.A. and Citigroup Global Markets
Limited are the Joint Dealer Managers for the Solicitation of
Offers to Sell.
Requests for information in relation to the Solicitation of
Offers to Sell should be directed to:
JOINT DEALER MANAGERS
Barclays Bank PLC CaixaBank, S.A.
5 The North Colonnade Calle Pintor Sorolla 2-4
Canary Wharf 46002 Valencia
London E14 4BB Spain
United Kingdom
Telephone: +34 91 700 56 08 /
Tel: +44 (0) 20 3134 8515 09 / 10
Email: eu.lm@barclays.com Email: mlafont@caixabank.com;
Attn: Liability Management Group araguilar@caixabank.com;
natalia.garcia@caixabank.com;
lst.originacion.rf@lacaixa.es
Attn: Miguel Lafont, Alvaro Aguilar,
Natalia Garcia
Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Telephone: +44 20 7986 8969
Email: liabilitymanagement.europe@citi.com
Attn: Liability Management Group
Requests for information in relation to the procedures for
submitting an Offer to Sell and the submission of Electronic
Instruction Notices should be directed to:
THE TER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Attn.: David Shilson
Tel.: +44 207 704 0880
Email: naturgy@lucid-is.com
Further details relating to the contents of this announcement
can be obtained from:
Naturgy Capital Markets, S.A.
Avenida de San Luis, 77,
28033 Madrid
Spain
Attention: Enrique Berenguer Marsal (Sole Administrator)
Email: eberenguer@naturgy.com
Naturgy Finance B.V.
Barbara Strozzilaan 201
1083 HN Amsterdam
The Netherlands
Attention: Enrique Berenguer Marsal (Managing Director)
Email: eberenguer@naturgy.com
A copy of the Memorandum is available to eligible persons upon
request from the Tender Agent.
The Joint Dealer Managers do not take responsibility for the
contents of this announcement and none of the Issuers, the
Guarantor, the Joint Dealer Managers named above or the Tender
Agent or any of their respective bodies, affiliates, agents,
directors, management or employees makes any recommendation in this
announcement or otherwise as to whether or not Noteholders should
submit Offers to Sell in respect of the Notes. The Guarantor is
aware of, and has no objection to, the Issuers making the
Solicitation of Offers to Sell upon the terms and subject to the
conditions set forth in the Memorandum. This announcement must be
read in conjunction with the Memorandum. This announcement and the
Memorandum contain important information which should be read
carefully before any decision is made with respect to the
Solicitation of Offers to Sell. If any holder is in any doubt as to
the action it should take, it is recommended to seek its own
financial advice, including as to any tax consequences, from its
stockbroker, bank manager, solicitor, accountant or other
independent adviser.
Offer Restrictions relating to the Solicitation of Offers to
Sell
Each of this announcement, the Solicitation of Offers to Sell
and the Memorandum do not constitute an offer to buy or the
solicitation of an offer to sell the Notes in any jurisdiction in
which such offer or solicitation is unlawful, and Offers to Sell by
Noteholders originating from any jurisdiction in which such offer
or solicitation is unlawful will be rejected. In those
jurisdictions where the securities laws or other laws require the
Solicitation of Offers to Sell to be made by a licensed broker or
dealer, the Solicitation of Offers to Sell shall be deemed to be
made on behalf of the relevant Issuer by one or more registered
brokers or dealers licensed under the laws of such jurisdiction.
None of the delivery of this announcement, the Memorandum, the
Solicitation of Offers to Sell or any purchase of Notes shall,
under any circumstances, create any implication that there has been
no change in the affairs of each Issuer and the Guarantor since the
date hereof, or that the information herein is correct as of any
time subsequent to the date hereof.
A Noteholder or a beneficial owner of the Notes who is a
Sanctions Restricted Person may not participate in the Solicitation
of Offers to Sell. Each Issuer reserves the absolute right to
reject any and all Offers to Sell when it, in its sole discretion,
is of the view that such Offer to Sell has been submitted by or on
behalf of a Sanctions Restricted Person.
United States
The Solicitation of Offers to Sell is not being made, and will
not be made, directly or indirectly, in or into, or by use of the
mail of, or by any means or instrumentality (including, without
limitation: facsimile transmission, telex, telephone, e-mail and
other forms of electronic transmission) of interstate or foreign
commerce, or of any facility of a national securities exchange, of
the United States, and Notes may not be offered for sale by any
such use, means, instrumentality or facility from or within the
United States or by persons located or resident in the United
States as defined in Regulation S of the U.S. Securities Act of
1933, as amended (the "Securities Act"). Accordingly, copies of
this announcement, the Memorandum and any related documents are not
being and must not be directly or indirectly distributed,
forwarded, mailed, transmitted or sent into or from the United
States (including without limitation by any custodian, nominee,
trustee or agent). Persons receiving this announcement or the
Memorandum (including, without limitation, custodians, nominees,
trustees or agents) must not distribute, forward, mail, transmit or
send it or any related documents in, into or from the United States
or use such mails or any such means, instrumentality or facility in
connection with the Solicitation of Offers to Sell. Any purported
tender of Notes in the Solicitation of Offers to Sell resulting
directly or indirectly from a violation of these restrictions will
be invalid and any Offers to Sell made by a resident of the United
States, by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a principal giving instructions from
within the United States, or by any U.S. person (as defined in
Regulation S under the Securities Act) or by use of such mails or
any such means, instrumentality or facility, will not be
accepted.
Each holder of Notes participating in the Solicitation of Offers
to Sell will represent that it is not located in the United States
and is not participating in such Solicitation of Offers to Sell
from the United States or it is acting on a non-discretionary basis
for a principal located outside the United States that is not
giving an order to participate in such Solicitation of Offers to
Sell from the United States.
For the purposes of this announcement, the Memorandum and the
above paragraph, "United States" refers to 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 or the Memorandum by the
Issuers and any other documents or materials relating to the
Solicitation of Offers to Sell 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, 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 be communicated to (1) persons
outside the United Kingdom, (2) those persons falling within the
definition of investment professionals or high net worth companies
(contained in the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the "Order")), (3) those persons
falling within Article 43(2) of the Order, including existing
members and creditors of the Issuers, and (4) any other persons to
whom these documents and/or materials may lawfully be communicated
(all those persons together, "Relevant Persons"). Any person in the
United Kingdom who is not a Relevant Person should not act or rely
on this document.
Republic of Italy
None of the Solicitation of Offers to Sell, this announcement,
the Memorandum or any other documents or materials relating to the
Solicitation of Offers to Sell 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
Solicitation of Offers to Sell is being carried out in the Republic
of Italy as an exempted offer pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February
1998, as amended (the "Financial Services Act") and article 35-bis,
paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended (the "Issuers' Regulation"). The Solicitation of Offers to
Sell is also being carried out in compliance with article 35-bis,
paragraph 7 of the Issuers' Regulation.
A holder of Notes located in the Republic of Italy can tender
the Notes 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. 16190 of 29 October
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-à-vis its clients in
connection with the Notes or the Solicitation of Offers to
Sell.
Belgium
(The below offer restriction is applicable to the July 2019
Notes, the 4.50% January 2020 Notes and the November 2021 Notes
only)
None of this announcement, the Memorandum or any other documents
or materials relating to the Solicitation of Offers to Sell 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 Solicitation of Offers to Sell 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 Solicitation of Offers to Sell
may not be advertised and the Solicitation of Offers to Sell will
not be extended, and none of this announcement, the Memorandum or
any other documents or materials relating to the Solicitation of
Offers to Sell (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 (the "Belgian Law") on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets, acting on their own
account or (ii) in any circumstances set out in Article 6, --4 of
the Belgian Takeover Law. This announcement and the Memorandum have
been issued only for the personal use of the above qualified
investors and exclusively for the purpose of the Solicitation of
Offers to Sell. Accordingly, the information contained in this
announcement and the Memorandum may not be used for any other
purpose or disclosed to any other person in Belgium.
Republic of France
The Solicitation of Offers to Sell is not being made, directly
or indirectly, to the general public in the Republic of France.
This announcement, the Memorandum or any other documentation or
material relating to the Solicitation of Offers to Sell (including
memorandums, information circulars, brochures or similar documents)
have not been distributed to, and or are not being distributed to,
the general public in the Republic of France. Only (i) persons that
provide investment services in the field of 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) (that are
not individuals) acting for their own account, in each case as
defined in or pursuant to articles L.411-1, L.411-2 and D.411-1 of
the French Code Monétaire et Financier, may participate in the
Solicitation of Offers to Sell. Each of this announcement and the
Memorandum has not been, and will not be, submitted for clearance
to nor approved by the Authorité des marchés financiers.
Spain
None of the Solicitation of Offers to Sell, this announcement or
the Memorandum constitutes an offer of securities or the
solicitation of an offer of securities to the public in Spain under
the restated text of Spanish Securities Market Act approved by
Legislative Royal Decree 4/2015, of 23 October 2015 (Real Decreto
Legislativo 4/2015, de 23 de octubre, que aprueba el texto
refundido de la Ley 24/1988, de 28 de julio, del Mercado de
Valores), the Royal Decree 1310/2005, of 4 November 2005 and the
Royal Decree 1066/2007, of 27 July 2007, all of them as amended,
and any regulation issued thereunder. Accordingly, this
announcement and the Memorandum have not been and will not be
submitted for approval nor approved by the Spanish Securities
Market Commission (Comisión Nacional del Mercado de Valores).
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
TENFKDDNFBDKDKD
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