TIDM89FF
RNS Number : 7885Y
BP Capital Markets PLC
09 May 2023
THIS ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION WITHIN THE
MEANING OF ARTICLE 7(1) OF THE MARKET ABUSE REGULATION (EU)
596/2014 AS IT FORMS PART OF UK DOMESTIC LAW BY VIRTUE OF THE
EUROPEAN UNION (WITHDRAWAL) ACT 2018 (EUWA).
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO
ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA ,
ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S.
VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN
MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE
DISTRICT OF COLUMBIA (the United States) OR IN OR INTO ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT (SEE "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
.
BP Capital Markets p.l.c. announces tender offers for certain
series of its Euro denominated Notes
9 May 2023.
BP Capital Markets p.l.c. (the Offeror) today announces separate
invitations to holders of its outstanding (i) EUR1,000,000,000
1.876 per cent. Guaranteed Notes due 2024 (ISIN: XS2135797202) (the
April 2024 Notes); (ii) EUR1,000,000,000 0.900 per cent. Guaranteed
Notes due 2024 (ISIN: XS1851277969) (the July 2024 Notes); (iii)
EUR850,000,000 0.830 per cent. Guaranteed Notes due 2024 (ISIN:
XS1492671158) (the September 2024 Notes); (iv) EUR750,000,000 1.953
per cent. Guaranteed Notes due 2025 (ISIN: XS1375957294) (the March
2025 Notes); (v) EUR850,000,000 1.077 per cent. Guaranteed Notes
due 2025 (ISIN: XS1637863629) (the June 2025 Notes); (vi)
EUR1,000,000,000 2.972 per cent. Guaranteed Notes due 2026 (ISIN:
XS1040506898) (the February 2026 Notes); (vii) EUR850,000,000 2.213
per cent. Guaranteed Notes due 2026 (ISIN: XS1114473579) (the
September 2026 Notes); (viii) EUR1,250,000,000 1.573 per cent.
Guaranteed Notes due 2027 (ISIN: XS1190974011) (the February 2027
Notes); (ix) EUR1,100,000,000 0.831 per cent. Guaranteed Notes due
2027 (ISIN: XS1992931508) (the November 2027 Notes); and (x)
EUR900,000,000 1.594 per cent. Guaranteed Notes due 2028 (ISIN:
XS1851278777) (the 2028 Notes and, together with the April 2024
Notes, the July 2024 Notes, the September 2024 Notes, the March
2025 Notes, the June 2025 Notes, the February 2026 Notes, the
September 2026 Notes, the February 2027 Notes and the November 2027
Notes, the Notes and each a Series) , each guaranteed by BP p.l.c.
(the Parent), to tender their Notes for purchase by the Offeror for
cash (each an Offer and together the Offers).
The Offers are being made on the terms and subject to the
conditions contained in the tender offer memorandum dated 9 May
2023 (the Tender Offer Memorandum) prepared by the Offeror, and are
subject to the offer restrictions set out below and as more fully
described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to
distribution restrictions) available from the Tender Agent as set
out below. Capitalised terms used in this announcement but not
defined have the meanings given to them in the Tender Offer
Memorandum.
Relevant Target
Priority ISIN / Outstanding Benchmark Purchase Purchase Consideration
Level Notes Coupon Common Code Nominal Amount Rate Spread Price Amount
--------- ---------- ------- ------------- ----------------- ------------- --------- ----------- -----------------
1 April 1.876 XS2135797202 EUR1,000,000,000 N/A N/A 98.850 per Subject as set
2024 per / 213579720 cent. out in the
Notes cent. Tender Offer
Memorandum, an
aggregate
nominal amount
of Notes such
that the total
amount payable
for such Notes
is up to
EUR1,500,000,000
(excluding for
payment
of Accrued
Interest (as
defined in the
Tender Offer
Memorandum) in
respect of Notes
accepted
for purchase)
--------- ---------- ------- ------------- ----------------- ------------- --------- -----------
1 March 1.953 XS1375957294 EUR750,000,000 March 2025 -45 bps To be
2025 per / 137595729 Notes determined
Notes cent. Interpolated as set out
Mid-Swap herein by
Rate reference
to (i) the
relevant
Purchase
Spread;
and (ii)
the
relevant
Benchmark
Rate
--------- ---------- ------- ------------- ----------------- ------------- ---------
1 June 2025 1.077 XS1637863629 EUR464,515,000 June 2025 -40 bps
Notes per / 163786362 Notes
cent. Interpolated
Mid-Swap
Rate
--------- ---------- ------- ------------- ----------------- ------------- ---------
1 February 1.573 XS1190974011 EUR1,250,000,000 February 15 bps
2027 per / 119097401 2027 Notes
Notes cent. Interpolated
Mid-Swap
Rate
--------- ---------- ------- ------------- ----------------- ------------- ---------
1 November 0.831 XS1992931508 EUR481,220,000 November 15 bps
2027 per / 199293150 2027 Notes
Notes cent. Interpolated
Mid-Swap
Rate
--------- ---------- ------- ------------- ----------------- ------------- ---------
2 July 2024 0.900 XS1851277969 EUR329,488,000 July 2024 -50 bps
Notes per / 185127796 Notes
cent. Interpolated
Mid-Swap
Rate
--------- ---------- ------- ------------- ----------------- ------------- ---------
2 September 0.830 XS1492671158 EUR430,677,000 September -50 bps
2024 per / 149267115 2024 Notes
Notes cent. Interpolated
Mid-Swap
Rate
--------- ---------- ------- ------------- ----------------- ------------- ---------
2 February 2.972 XS1040506898 EUR1,000,000,000 February -10 bps
2026 per / 104050689 2026 Notes
Notes cent. Interpolated
Mid-Swap
Rate
--------- ---------- ------- ------------- ----------------- ------------- ---------
2 September 2.213 XS1114473579 EUR850,000,000 September 10 bps
2026 per / 111447357 2026 Notes
Notes cent. Interpolated
Mid-Swap
Rate
--------- ---------- ------- ------------- ----------------- ------------- ---------
2028 Notes
1.594 Interpolated
2028 per XS1851278777 Mid-Swap
2 Notes cent. / 185127877 EUR567,676,000 Rate 25 bps
Summary of the Offers
Rationale for the Offers
The Offers allow the Offeror to manage its bond redemption
profile, and are consistent with the Offeror's priority to maintain
a strong, resilient balance sheet.
The Offeror intends to cancel all Notes it purchases pursuant to
the relevant Offer(s).
Purchase Prices and Accrued Interest
In respect of each Series, for any Notes of the relevant Series
validly tendered and accepted for purchase by the Offeror pursuant
to the relevant Offer, the Offeror will pay a purchase price for
such Notes (each a Purchase Price):
(a) in the case of the April 2024 Notes, 98.850 per cent. of the
nominal amount of such Notes (the April 2024 Notes Purchase Price);
or
(b) in the case of each other Series (the Fixed Purchase Spread
Notes), to be determined at or around 11.00 a.m. (London time) on
17 May 2023 (the Pricing Time) in each case in accordance with
standard market practice by reference to the sum (each such sum a
Purchase Yield) of:
(i) the relevant Purchase Spread specified in the table above; and
(ii) the relevant Benchmark Rate.
The Purchase Price in respect of each Series of Fixed Purchase
Spread Notes will be determined in accordance with market
convention and expressed as a percentage of the nominal amount of
the relevant Fixed Purchase Spread Notes accepted for purchase
pursuant to the relevant Offer (rounded to the nearest 0.001 per
cent., with 0.0005 per cent. rounded upwards), and is intended to
reflect a yield to maturity of the relevant Series of Fixed
Purchase Spread Notes on the Settlement Date based on the relevant
Purchase Yield. Specifically, the Purchase Price applicable to a
particular Series of Fixed Purchase Spread Notes will equal (a) the
value of all remaining payments of principal and interest on the
relevant Series of Fixed Purchase Spread Notes up to and including
the scheduled maturity date of the relevant Series of Fixed
Purchase Spread Notes, in each case discounted to the Settlement
Date at a discount rate equal to the relevant Purchase Yield, minus
(b) Accrued Interest for such Series of Fixed Purchase Spread
Notes.
The Offeror will also pay an Accrued Interest Payment in respect
of any Notes accepted for purchase pursuant to the relevant
Offer(s).
Target Consideration Amount, Final Consideration Amount and
Priority of Acceptance
Target Consideration Amount and Final Consideration Amount
If the Offeror decides to accept any validly tendered Notes for
purchase pursuant to the relevant Offer(s), it proposes to accept
for purchase an aggregate nominal amount of such Notes such that
the total amount payable by it for all such Notes accepted for
purchase pursuant to the relevant Offer(s) (excluding all Accrued
Interest Payments in respect of such Notes accepted for purchase)
is up to EUR1,500,000,000 (the Target Consideration Amount),
although the Offeror reserves the right, in its sole discretion, to
allocate a significantly lower or a significantly higher amount for
the purchase of Notes pursuant to the relevant Offer(s) (the final
amount so allocated for the purchase of Notes being the Final
Consideration Amount).
Priority of Acceptance
If the Offeror decides to accept any Notes for purchase pursuant
to the relevant Offer(s), it proposes to accept Notes validly
tendered for purchase pursuant to the relevant Offer(s) in the
order of the related Priority Level set out in the table above
(each a Priority Level), beginning with the Notes with Priority
Level 1. The Offeror does not intend to accept any valid tenders of
Notes shown in the table above with a Priority Level of 2 unless it
has accepted all valid tenders of Notes shown in the table above
with a Priority Level of 1 in full, with no pro rata scaling. The
final aggregate amount payable for all Notes accepted for purchase
in respect of each Priority Level (excluding all Accrued Interest
Payments in respect of such Notes accepted for purchase) is
referred to as a Priority Level Consideration Amount.
The Offeror will determine the allocation of a Priority Level
Consideration Amount between each Series with the relevant Priority
Level in its sole discretion, and reserves the right to accept
significantly more or significantly less (or none) of any Series as
compared to any other Series with the same Priority Level (the
final aggregate nominal amount of each Series (if any) accepted for
purchase pursuant to the relevant Offer being a Series Acceptance
Amount).
Scaling
In respect of each Series, if the Offeror decides to accept any
validly tendered Notes of such Series for purchase pursuant to the
relevant Offer and the aggregate nominal amount of the relevant
Series validly tendered for purchase is greater than the relevant
Series Acceptance Amount, the Offeror intends to accept such Notes
for purchase on a pro rata basis such that the aggregate nominal
amount of such Series accepted for purchase pursuant to the
relevant Offer is no greater than such Series Acceptance Amount, as
further described in the Tender Offer Memorandum.
Concurrent issuance of New Notes
Concurrently with the announcement of the Offers on 9 May 2023,
BP Capital Markets B.V. (the Issuer) intends to launch proposed
issues of two new series of euro-denominated fixed rate notes, in
each case to be guaranteed by the Parent, (together, the New Notes)
under the Issuer's, the Offeror's and the Parent's
US$40,000,000,000 Debt Issuance Programme (the Programme), in each
case subject to market conditions.
Any investment decision to purchase any New Notes should be made
solely on the basis of the information contained in (i) the base
prospectus dated 5 August 2022, as supplemented by the
supplementary prospectuses dated 15 February 2023 and 2 May 2023,
in each case published by the Issuer, the Offeror and the Parent
relating to the Programme (together, the Programme Prospectus); and
(ii) the relevant final terms to be published by the Issuer
relating to the relevant series of New Notes, and no reliance is to
be placed on any information given or any representations made in
connection with the New Notes other than those contained in the
Programme Prospectus and the relevant final terms to be published
by the Issuer relating to the relevant series of New Notes.
The New Notes and the respective guarantees thereof are not
being, and will not be, offered or sold in the United States.
Nothing in this announcement or the Tender Offer Memorandum
constitutes an offer to sell or the solicitation of an offer to buy
the New Notes or the respective guarantees thereof in the United
States or any other jurisdiction. Securities may not be offered,
sold or delivered in the United States absent registration under,
or an exemption from the registration requirements of, the United
States Securities Act of 1933, as amended (the Securities Act). The
New Notes and the respective guarantees thereof have not been, and
will not be, registered under the Securities Act or the securities
laws of any state or other jurisdiction of the United States and
may not be offered, sold or delivered, directly or indirectly,
within the United States or to, or for the account or benefit of,
U.S. persons.
Compliance information for the New Notes:
UK MiFIR professionals/ECPs-only/No UK PRIIPs KID - eligible
counterparties and professional clients only (all distribution
channels). No sales to UK retail investors; no key information
document has been or will be prepared in connection with either
series of New Notes. MiFID II professionals/ECPs-only/No EU PRIIPS
KID - eligible counterparties and professional clients only (all
distribution channels). No sales to EEA retail investors; no key
information document has been or will be prepared in connection
with either series of New Notes.
See the Programme Prospectus and the relevant final terms to be
published relating to the relevant series of New Notes for further
information.
Whether the Offeror will purchase any Notes validly tendered in
the relevant Offer(s) is not conditional on the successful
completion of the offering of either series of the New Notes.
Tender Instructions
In order to participate in, and be eligible to receive the
relevant Purchase Price and Accrued Interest Payment pursuant to
the relevant Offer, Noteholders must validly tender their Notes by
delivering, or arranging to have delivered on their behalf, a valid
Tender Instruction that is received by the Tender Agent by 4.00
p.m. (London time) on 16 May 2023, unless extended, re-opened,
amended and/or terminated as provided in the Tender Offer
Memorandum (the Expiration Deadline).
Tender 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 Notes of the relevant Series of no less than the
minimum denomination for such Series, being EUR100,000, and may
thereafter be submitted in integral multiples of the relevant
permitted integral multiple amount for such Series, being
EUR1,000.
A separate Tender Instruction must be completed on behalf of
each beneficial owner and in respect of each Series.
Indicative Timetable for the key events relating to the
Offers
Events Times and Dates
(All times are London time)
Commencement of the Offers
Offers announced. Tender Offer Memorandum available from Tuesday, 9 May 2023
the Tender Agent.
Expiration Deadline
Final deadline for receipt of valid Tender Instructions 4.00 p.m. on Tuesday, 16 May 2023
by the Tender Agent in order for Noteholders
to be able to participate in the Offers.
Announcement of Indicative Results
Announcement by the Offeror of a non-binding indication Prior to the Pricing Time on Wednesday, 17 May 2023
of the level at which it expects to
set each Series Acceptance Amount, and indicative details
of any Scaling Factor applicable
to valid tenders of Notes of each relevant Series that
will be applied in the event that it
decides to accept valid tenders of Notes of such Series
pursuant to the relevant Offer(s).
Pricing Time
In respect each Series of Fixed Purchase Spread Notes, At or around 11.00 a.m. on Wednesday , 17 May 2023
determination of each applicable Benchmark
Rate, each applicable Purchase Yield and each applicable
Purchase Price.
Announcement of Results and Pricing
Announcement of whether the Offeror will accept valid As soon as reasonably practicable after the Pricing Time
tenders of Notes pursuant to all or on Wednesday, 17 May 2023
any of the Offers and, if so accepted, (i) each Series
Acceptance Amount, (ii) for each applicable
Series of Fixed Purchase Spread Notes, each Benchmark
Rate, each Purchase Yield and each Purchase
Price and (iii) any Scaling Factors that will be applied
to Notes of any Series.
Settlement Date
Expected Settlement Date for the Offers. Friday, 19 May 2023
The times and dates above are indicative only. The Offeror may,
in its sole discretion, extend, re-open, amend, waive any condition
of or terminate any Offer at any time (subject to applicable law
and as provided in the Tender Offer Memorandum) and the above times
and dates are subject to the right of the Offeror to so extend,
re-open, amend and/or terminate any Offer. Accordingly, the actual
timetable may differ significantly from the timetable above.
Noteholders are advised to check with any broker, dealer, bank,
custodian, trust company, nominee or other intermediary through
which they hold Notes when such intermediary would need to receive
instructions from a Noteholder in order for that Noteholder to be
able to participate in, or (in the limited circumstances in which
revocation is permitted) revoke their instruction to participate
in, an Offer before the deadlines set out above. The deadlines set
by any such intermediary and each Clearing System for the
submission and (where permitted) withdrawal of Tender Instructions
will be earlier than the relevant deadlines set out above and in
the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the
Offers 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 such announcements,
press releases and notices can also be obtained upon request from
the Tender Agent, the contact details for which are below.
Significant delays may be experienced where notices are delivered
to the Clearing Systems and Noteholders are urged to contact the
Tender Agent for the relevant announcements during the course of
the Offers.
Questions and requests for assistance in connection with (i) the
Offers may be directed to the Dealer Managers, and (ii) the
delivery of Tender Instructions may be directed to the Tender
Agent, the contact details for each of which are set out below.
Noteholders are advised to read carefully the Tender Offer
Memorandum for full details of, and information on the procedures
for, participating in the Offers.
DEALER MANAGERS
Barclays Bank PLC Standard Chartered Bank
1 Churchill Place Standard Chartered Bank
Canary Wharf 1 Basinghall Avenue
London E14 5HP London EC2V 5DD
United Kingdom United Kingdom
Telephone: +44 20 3134 8515 Telephone: +442078855739
Attention: Liability Management Group Attention: Liability Management
Email: eu.lm@barclays.com Email: liability_management@sc.com
TER AGENT
Kroll Issuer Services Limited
The Shard
32 London Bridge Street
London SE1 9SG
United Kingdom
Telephone: +44 20 7704 0880
Attention: Arlind Bytyqi
Email: bp@is.kroll.com
Offer Website: https://deals.is.kroll.com/bp
This announcement is released by the Offeror and contains
information that qualified or may have qualified as inside
information for the purposes of Article 7 of the Market Abuse
Regulation (EU) 596/2014 (MAR) as it forms part of UK domestic law
by virtue of the EUWA (UK MAR), encompassing information relating
to the Offers described above. For the purposes of UK MAR and the
Implementing Technical Standards, this announcement is made by Gary
Admans, Head of Capital Markets at the Parent.
LEI Number: 549300CRVT18MXX0AG93
DISCLAIMER This announcement must be read in conjunction with
the Tender Offer Memorandum. This announcement and the Tender Offer
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Offers.
If any Noteholder is in any doubt as to the contents of the Tender
Offer Memorandum or the action it should take, it is recommended to
seek its own financial advice, including in respect of any tax
consequences, from its broker, bank manager, solicitor, accountant
or other independent financial, tax or legal adviser. Any
individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to tender such Notes pursuant
to the Offers. None of the Offeror, the Parent, the Dealer Managers
or the Tender Agent or any of their respective directors, officers,
employees, agents or affiliates makes any recommendation whether
Noteholders should tender Notes pursuant to the Offers.
Offer and Distribution Restrictions
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 come(s) are required by each of the Offeror, the
Parent, the Dealer Managers and the Tender Agent to inform
themselves about, and to observe, any such restrictions. Nothing in
this announcement nor the Tender Offer Memorandum constitutes an
offer to buy or a solicitation of an offer to sell Notes (and
tenders of Notes in the Offers will not be accepted from any
Noteholders) in any circumstances in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an Offer to be made by a
licensed broker or dealer and any Dealer Manager or any of the
Dealer Managers' respective affiliates is such a licensed broker or
dealer in any such jurisdiction, such Offer shall be deemed to be
made by such Dealer Manager or such affiliate, as the case may be,
on behalf of the Offeror in such jurisdiction.
Nothing in this announcement, the Tender Offer Memorandum nor
the electronic transmission thereof constitutes an offer to sell or
the solicitation of an offer to buy the New Notes in the United
States or any other jurisdiction.
United States
The Offers are not being made, and will not be made, directly or
indirectly in or into, or by use of the mails of, or by any means
or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
This includes, but is not limited to, facsimile transmission,
electronic mail, telex, telephone, the internet and other forms of
electronic communication. The Notes may not be tendered in the
Offers by any such use, means, instrumentality or facility from or
within the United States or by persons located or resident in the
United States. Accordingly, copies of this announcement, the Tender
Offer Memorandum and any other documents or materials relating to
the Offers are not being, and must not be, directly or indirectly
mailed or otherwise transmitted, distributed or forwarded
(including, without limitation, by custodians, nominees or
trustees) in or into the United States or to any persons located or
resident in the United States. Any purported tender of Notes in the
Offers resulting directly or indirectly from a violation of these
restrictions will be invalid and any purported tender of Notes made
by a person located in the United States or any agent, fiduciary or
other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be
invalid and will not be accepted.
Neither this announcement nor the Tender Offer Memorandum is an
offer of securities for sale in the United States or to U.S.
persons (as defined in Regulation S of the Securities Act (each a
U.S. Person)). Securities may not be offered or sold in the United
States absent registration under, or an exemption from the
registration requirements of, the Securities Act. The New Notes and
the guarantee thereof have not been, and will not be, registered
under the Securities Act or the securities laws of any state or
other jurisdiction of the United States, and may not be offered,
sold or delivered, directly or indirectly, in the United States or
to, or for the account or benefit of, U.S. Persons.
Each Noteholder participating in an Offer will represent that it
is not located in the United States and is not participating in
such Offer 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 Offer
from the United States. For the purposes of this and the above two
paragraphs, United States means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin
Islands, Guam, American Samoa, Wake Island and the Northern Mariana
Islands), any state of the United States of America and the
District of Columbia.
Italy
None of the Offers, this announcement, the Tender Offer
Memorandum or any other document or materials relating to the
Offers have been or will be submitted to the clearance procedures
of the Commissione Nazionale per le Società e la Borsa (CONSOB)
pursuant to Italian laws and regulations. Each Offer is 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. Noteholders or beneficial owners of the Notes that are
located in Italy can tender Notes for purchase in the Offers
through authorised persons (such as investment firms, banks or
financial intermediaries permitted to conduct such activities in
the Republic of Italy in accordance with the Financial Services
Act, CONSOB Regulation No. 20307 of 15 February 2018 , as amended
from time to time, and Legislative Decree No. 385 of 1 September
1993, as amended) and in compliance with 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 and/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.
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 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
The 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 Offers have been or shall be distributed
in France to qualified investors as defined in Article 2(e) of
Regulation (EU) 2017/1129 (as amended). Neither this announcement
nor the Tender Offer Memorandum have been or will be submitted for
clearance to nor approved by the Autorité des marches
financiers.
Belgium
The Offers are not being made, and will not be made or
advertised, directly or indirectly, to any individual in Belgium
qualifying as a consumer within the meaning of Article I.1 of the
Belgian Code of Economic Law, as amended from time to time (a
Belgian Consumer ) and neither this announcement, the Tender Offer
Memorandum or any other documents or materials relating to the
Offers have been or shall be distributed, directly or indirectly,
in Belgium to Belgian Consumers.
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.
RNS may use your IP address to confirm compliance with the terms
and conditions, to analyse how you engage with the information
contained in this communication, and to share such analysis on an
anonymised basis with others as part of our commercial services.
For further information about how RNS and the London Stock Exchange
use the personal data you provide us, please see our Privacy
Policy.
END
TENALMRTMTBMMAJ
(END) Dow Jones Newswires
May 09, 2023 03:16 ET (07:16 GMT)
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