TIDM92PG
RNS Number : 5935G
Anheuser-Busch InBev SA/NV
16 November 2022
16 November 2022
ANHEUSER-BUSCH INBEV SA/NV ANNOUNCES TER OFFERS
TO PURCHASE GBP NOTES FOR CASH
Anheuser-Busch InBev SA/NV (the "GBP Offeror") has today
launched separate invitations to holders of its outstanding (i)
GBP700,000,000 2.250% Notes due 2029 (ISIN: BE6295393936) and (ii)
GBP900,000,000 2.850% Notes due 2037 (ISIN: BE6295395956)
(together, the "GBP Notes") to tender such GBP Notes for purchase
by the GBP Offeror for cash subject to the Offer Cap and the
Acceptance Priority Levels (each as defined below) (each such
invitation a "GBP Tender Offer" and, together, the "GBP Tender
Offers" and, together with the US Tender Offers (as defined below),
the "Tender Offers"). The Tender Offers are being made on the terms
and subject to the conditions contained in the offer to purchase
dated 16 November 2022 (the "Offer to Purchase") and are subject to
the offer restrictions set out below and as more fully described in
the Offer to Purchase.
Copies of the Offer to Purchase are (subject to offer and
distribution restrictions) available from the Tender and
Information Agent as set out below. Capitalised terms used and not
otherwise defined in this announcement have the meanings given in
the Offer to Purchase.
Summary of the GBP Tender Offers
The GBP Offeror's offer to purchase for cash the outstanding GBP
Notes listed below subject to the Offer Cap(1) :
Principal Acceptance Early Bloomberg
Title of Amount Maturity Priority Reference Fixed Spread Tender Reference
Notes(5) Outstanding ISIN Date Level(2) Security (Basis Points)(3) Payment(4) Page
-------------- ---------------- -------------- ---------- ----------- ----------- ------------------ ----------- ----------
UKT 1.750%
due 7
2.850% Notes 25 May September
due 2037 GBP900,000,000 BE6295395956 2037 1 2037 100 GBP30 PXUK
UKT 0.500%
due 31
2.250% Notes 24 May January
due 2029 GBP700,000,000 BE6295393936 2029 5 2029 105 GBP30 PXUK
Notes:
(1) The offers with respect to the Notes (including the GBP
Notes and the notes subject to the US Tender Offers) are subject to
an Offer Cap equal to an aggregate purchase price (excluding
Accrued Interest) of up to $3,500,000,000, subject to the terms and
conditions described in the Offer to Purchase.
(2) We will accept Notes in the order of their respective
Acceptance Priority Level specified in the Offer to Purchase (each,
an "Acceptance Priority Level" with "1" being the highest
Acceptance Priority Level and "13" being the lowest Acceptance
Priority Level), subject to the terms and conditions described in
the Offer to Purchase.
(3) The applicable Fixed Spread will be used to calculate the
applicable Total Consideration payable for each series of GBP
Notes, which already includes the Early Tender Payment.
(4) The Total Consideration (as defined below) payable for each
series of GBP Notes will be at a price per GBP1,000 principal
amount of such series of GBP Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time and accepted for
purchase, which is calculated using the applicable Fixed Spread,
and when calculated in such a manner already includes the
applicable Early Tender Payment.
(5) The GBP Notes are fully and unconditionally guaranteed by
Anheuser-Busch Companies LLC, Anheuser-Busch InBev Finance Inc.,
Anheuser-Busch InBev Worldwide Inc., Brandbev S.à r.l., Brandbrew
S.A. and Cobrew NV (the "Guarantors").
THE GBP TER OFFERS COMMENCE ON 16 NOVEMBER 2022 AND WILL EXPIRE
AT 11:59 P.M., NEW YORK CITY TIME, ON 14 DECEMBER 2022, UNLESS
EXTED OR EARLIER TERMINATED (SUCH TIME AND DATE, AS THE SAME MAY BE
EXTED, THE "EXPIRATION TIME"). HOLDERS WHO TER THEIR NOTES MAY
WITHDRAW SUCH NOTES AT ANY TIME PRIOR TO THE WITHDRAWAL DEADLINE
(AS SPECIFIED HEREIN). TO RECEIVE THE TOTAL CONSIDERATION (AS
DEFINED BELOW), WHICH INCLUDES AN EARLY TER PAYMENT OF GBP30 PER
GBP1,000 PRINCIPAL AMOUNT OF SUCH GBP NOTES ACCEPTED FOR PURCHASE
PURSUANT TO THE TER OFFERS (THE "EARLY TER PAYMENT"), HOLDERS MUST
VALIDLY TER AND NOT VALIDLY WITHDRAW THEIR NOTES PRIOR TO 5:00
P.M., NEW YORK CITY TIME, ON 30 NOVEMBER 2022, UNLESS EXTED (SUCH
TIME, AS THE SAME MAY BE EXTED, THE "EARLY TER TIME" AND THE
"WITHDRAWAL DEADLINE"). HOLDERS WHO VALIDLY TER THEIR NOTES AFTER
THE EARLY TER TIME BUT AT OR PRIOR TO THE EXPIRATION TIME WILL BE
ELIGIBLE TO RECEIVE ONLY THE TER OFFER CONSIDERATION (AS DEFINED
BELOW), WHICH IS AN AMOUNT EQUAL TO THE TOTAL CONSIDERATION MINUS
THE EARLY TER PAYMENT. AFTER THE WITHDRAWAL DEADLINE TERS WILL BE
IRREVOCABLE, EXCEPT IN CERTAIN LIMITED CIRCUMSTANCES WHERE
ADDITIONAL WITHDRAWAL RIGHTS ARE REQUIRED BY LAW.
Custodians, direct participants in Euroclear Bank SA/NV and/or
Clearstream Banking S.A. (together, the "Clearing Systems") and the
Clearing Systems will have deadlines for receiving instructions
prior to the Expiration Time and holders should contact the
intermediary through which they hold their GBP Notes as soon as
possible to ensure proper and timely delivery of instructions.
In order to be eligible to participate in the GBP Tender Offers
in the manner specified in the Offer to Purchase, Holders that hold
GBP Notes directly in the NBB-SSS or through a direct participant
of the NBB-SSS (other than a Clearing System) must arrange for the
GBP Notes which they wish to tender to be transferred to an account
in either Euroclear Bank SA/NV and/or Clearstream Banking S.A.
Purpose of the GBP Tender Offers
The primary purpose of the GBP Tender Offers is to reduce gross
debt.
Concurrently with the GBP Tender Offers, Anheuser-Busch InBev
Finance Inc., Anheuser-Busch InBev Worldwide Inc. and
Anheuser-Busch Companies, LLC announced on 16 November 2022
separate invitations to holders of certain series of their
outstanding U.S. dollar denominated securities to tender such
securities for cash (together such separate invitations, the "US
Tender Offers"). The US Tender Offers are also the subject of the
Offer to Purchase but are being made by Anheuser-Busch InBev
Finance Inc., Anheuser-Busch InBev Worldwide Inc. and
Anheuser-Busch Companies, LLC, as applicable, and not the GBP
Offeror. For details on the US Tender Offers please refer to the
Offer to Purchase.
GBP Notes purchased by the GBP Offeror pursuant to the GBP
Tender Offers will be cancelled and will not be re-issued or
re-sold. GBP Notes which have not been validly submitted and
accepted for purchase pursuant to the GBP Tender Offers will remain
outstanding.
Tender Consideration
Upon the terms and subject to the conditions set forth in the
Offer to Purchase, Holders who validly tender and who do not
validly withdraw GBP Notes at or prior to the Early Tender Time,
subject in each case to the tender in the applicable Authorized
Denominations, and whose GBP Notes are accepted for purchase by the
GBP Offeror, will receive the Total Consideration equal to:
-- the value per such principal amount of GBP Notes of the
relevant series of all the remaining payments of principal thereof
and interest thereon required to be made through the maturity date
of such GBP Notes (assuming all such payments are made in full when
due), discounted to the Early Settlement Date or, to the extent we
do not exercise our right to purchase any Notes on the Early
Settlement Date, the Final Settlement Date for such GBP Notes (in a
manner consistent with the methodology underlying the respective
formula for the Total Consideration set forth in Annex A-2 of the
Offer to Purchase), at a discount rate equal to the annualised sum
(the "Offer Yield") of:
o the applicable yield to maturity (the "Reference Yield"),
calculated by the Dealer Managers in accordance with standard
market practice based on the mid-market yield to maturity based on
the arithmetic mean of the bid and offered yields to maturity of
the applicable Reference Security specified on the front cover page
of the Offer to Purchase appearing as of 2:30 p.m., London time, on
1 December 2022 (the "Price Determination Time") on the Bloomberg
Reference Page specified on the front cover page of the Offer to
Purchase for such series of GBP Notes (or any other recognised
quotation source selected by the Dealer Managers in their sole
discretion if such quotation report is not available or manifestly
erroneous), plus
o the applicable Fixed Spread for the relevant series of GBP
Notes set forth on the front cover of the Offer to Purchase;
-- minus Accrued Interest on the relevant series of GBP Notes
per GBP1,000 principal amount of Notes to, but not including, the
Early Settlement Date or, to the extent we do not exercise our
right to purchase any Notes on the Early Settlement Date, the Final
Settlement Date.
The Total Consideration includes the Early Tender Payment of
GBP30 per GBP1,000 principal amount of GBP Notes, as applicable.
Holders that validly tender and who do not validly withdraw GBP
Notes following the Early Tender Time but at or prior to the
Expiration Time, and whose GBP Notes are accepted for purchase,
will receive only the Tender Offer Consideration, which is an
amount equal to the Total Consideration minus the Early Tender
Payment.
The Dealer Managers will calculate the Offer Yield, Total
Consideration, Tender Offer Consideration and Accrued Interest on
behalf of the Offerors for each series of GBP Notes as set forth in
the formula in Annex A-2 to the Offer to Purchase, and their
calculation will be final and binding, absent manifest error.
The GBP Offeror will publicly announce by press release the
Total Consideration for each series of GBP Notes subject to the GBP
Tender Offers promptly after it is determined (provided that, if
the Offer Cap is reached at the Early Tender Time, and the Offerors
have not exercised their right to increase the Offer Cap to an
amount in excess of the amount tendered as of the Early Tender
Time, then the applicable Offer Yield and Total Consideration shall
be only determined with respect to those series of GBP Notes
accepted for purchase as at the Early Tender Time) and will also
announce at the same time the applicable exchange rate used to
convert the aggregate purchase price for the GBP Notes validly
tendered into U.S. Dollars for the purpose of determining whether
the Offer Cap has been reached.
Because each of the Total Consideration and Tender Offer
Consideration for the GBP Notes is based on a fixed spread pricing
formula linked to the yield on the applicable Reference Security,
the actual amount of cash that may be received by Holders whose GBP
Notes are purchased pursuant to the GBP Tender Offers will be
affected by changes in such yield during the term of the GBP Tender
Offers before the Price Determination Time. After the Price
Determination Time, when the applicable Total Consideration and the
applicable Tender Offer Consideration will no longer be linked to
the yield on the applicable Reference Security, the actual amount
of cash that may be received by a tendering Holder (if any GBP
Notes are accepted) pursuant to the GBP Tender Offers will be known
and Holders will be able to ascertain the Total Consideration and
Tender Offer Consideration in the manner described above.
Accrued Interest
In addition to the Total Consideration or Tender Offer
Consideration paid to Holders of GBP Notes, Holders will be paid
the Accrued Interest per GBP1,000 principal amount of GBP Notes
tendered, and not validly withdrawn, and accepted pursuant to the
GBP Tender Offers, rounded to the nearest penny (with half a penny
rounded upwards).
Offer Cap
The Offerors will only accept for purchase Notes up to a
combined aggregate purchase price across the GBP Notes and the
Notes subject to the US Tender Offers of $3,500,000,000 (such
amount as the same may be increased or decreased, the "Offer Cap").
Note that the Offer Cap applies across both the GBP Notes and the
Notes subject to the US Tender Offers and therefore Holders should
refer to the Offer to Purchase for full information. Subject to
applicable law, the Offerors expressly reserve the right in their
sole discretion to increase or decrease the Offer Cap after setting
the Total Consideration at the Price Determination Time without
extending the Withdrawal Deadline or otherwise reinstating
withdrawal rights, however there can be no assurance that the
Offerors will do so. Notwithstanding anything to the contrary
contained herein or in the Offer to Purchase, if the amount of
Notes validly tendered prior to the Early Tender Time exceeds the
Offer Cap, the Offerors intend (but are not obligated to) to
increase the Offer Cap by some or all of the amount of such excess,
provided it will not be increased by more than $500,000,000 to a
maximum amount of $4,000,000,000.
If at the Early Tender Time, the aggregate purchase price of
Notes validly tendered and not validly withdrawn by Holders would
result in the Tender Offers reaching the Offer Cap, the Offerors
will not accept any Notes tendered by Holders after the Early
Tender Time, unless the Offerors increase the Offer Cap to an
amount in excess of the amount tendered as of the Early Tender
Time.
To determine whether the Offer Cap has been reached, the
Offerors will first convert the aggregate purchase price for the
GBP Notes validly tendered into U.S. Dollars using the applicable
exchange rate on the Bloomberg screen page "BFIX GBPUSD" at the
time corresponding to the Price Determination Time (or, if such
screen is unavailable, a generally recognised source for currency
quotations selected by the Dealer Managers with quotes as of a time
as close as reasonably possible).
Priority of Acceptance and Proration
The principal amount of each series of Notes that is purchased
in the Tender Offers will be determined in accordance with the
Acceptance Priority Levels, with Acceptance Priority Level 1 being
the highest and Acceptance Priority Level 13 being the lowest,
provided that, Notes tendered at or prior to the Early Tender Time
will be purchased before any Notes tendered after the Early Tender
Time, regardless of the Acceptance Priority Level of such Notes
tendered after the Early Tender Time. Note that the Acceptance
Priority Levels apply to both the GBP Notes and the Notes subject
to the US Tender Offers and therefore Holders should refer to the
Offer to Purchase for full information. Except as provided above
with respect to Notes tendered at or prior to the Early Tender
Time, all Notes validly tendered in the Tender Offers having a
higher Acceptance Priority Level will be accepted before any
validly tendered Notes having a lower Acceptance Priority Level are
accepted. If the aggregate purchase price of the principal amount
of Notes tendered in the Tender Offers would exceed the Offer Cap,
the amount of Notes purchased may be subject to proration (as
described in the Offer to Purchase).
If the Offer Cap is reached at the Early Tender Time, then no
Notes tendered after the Early Tender Time will be purchased
pursuant to the Tender Offers, unless the Offerors increase the
Offer Cap to an amount in excess of the amount tendered as of the
Early Tender Time, regardless of the Acceptance Priority Level of
such Notes tendered after the Early Tender Time.
If the Tender Offers are not oversubscribed at the Early Tender
Time but the purchase of all Notes validly tendered after the Early
Tender Time and at or prior to the Expiration Time, when added to
the Notes that were accepted for purchase by the Offerors at the
Early Tender Time, would cause the Offerors to purchase Notes of a
combined aggregate purchase price in excess of the Offer Cap, then
the Tender Offers will be oversubscribed at the Expiration Time and
the Offerors will accept for purchase (assuming satisfaction or
waiver of the conditions to the Offers) the principal amount of
each series of Notes in accordance with the Acceptance Priority
Levels (provided that Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Time will be purchased
prior to any Notes tendered after the Early Tender Time, regardless
of the Acceptance Priority Level of such Notes validly tendered
after the Early Tender Time), with Acceptance Priority Level 1
being the highest and Acceptance Priority Level 13 the lowest, and
the amount of Notes purchased will be subject to proration (as
described herein) such that the Offerors will not purchase Notes
which when combined have an aggregate purchase price is in excess
of the Offer Cap.
If the purchase of all validly tendered Notes would result in an
aggregate purchase price greater than the Offer Cap, then the
Tender Offers will be oversubscribed and if the Offerors accept
Notes in the Tender Offers, any Notes accepted for purchase in the
lowest Acceptance Priority Level in which Notes are accepted for
purchase will be accepted for tender on a prorated basis, with the
aggregate principal amount of each Holder's validly tendered Notes
accepted for purchase determined by multiplying each Holder's
tender of Notes of such Acceptance Priority Level by the proration
factor, and rounding the product down to the nearest $1,000 or
GBP1,000 principal amount, as applicable. Depending on the amount
tendered and the proration factor applied, if the relevant Holder's
residual principal amount of Notes as a result of proration would
be less than the minimum denomination of $1,000 or GBP1,000, as
applicable, the Offerors will either accept or reject all of such
Holder's validly tendered Notes.
Expiration Time; Extension; Amendment; Termination
The GBP Tender Offers will expire at 11:59 p.m., New York City
time, on 14 December 2022, unless extended or earlier terminated by
the GBP Offeror in its sole discretion. In the event a Tender Offer
is extended, the term "Expiration Time" with respect to such
extended Tender Offer shall mean the time and date on which such
Tender Offer as so extended, shall expire. The GBP Offeror reserves
the right to extend any Tender Offer from time to time or for such
period or periods as they may determine in its sole discretion. If
the GBP Offeror exercises any such right, it will give written
notice thereof to the Tender and Information Agent and will make a
public announcement thereof as promptly as practicable. Such
announcement, in the case of an extension of the Expiration Time or
Early Tender Time, will be issued no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled
Expiration Time or Early Tender Time, respectively. During any
extension of the GBP Tender Offers, all GBP Notes previously
tendered (and not validly withdrawn) and not accepted for purchase
will remain subject to the GBP Tender Offers and, subject to the
terms and conditions of the GBP Tender Offers, may be accepted for
purchase by the GBP Offeror.
Subject to applicable law, the GBP Offeror reserves the right,
in its sole discretion, at any time prior to the Expiration Time,
to waive any condition of the GBP Tender Offers, to amend any of
the terms of the GBP Tender Offer, and to modify the Total
Consideration or Tender Offer Consideration.
Subject to applicable law, the GBP Offeror reserves the right,
in their sole discretion to terminate the GBP Tender Offers. Any
such termination will be followed promptly by public announcement
thereof. In the event the GBP Offeror terminates a Tender Offer, it
shall give immediate notice thereof to the Tender and Information
Agent. In the event that the GBP Tender Offers are terminated,
withdrawn or otherwise not consummated prior to the Early Tender
Time or Expiration Time, respectively, the Total Consideration or
the Tender Offer Consideration (as applicable) will not become
payable pursuant thereto.
If a GBP Tender Offer is terminated, all GBP Tender Instructions
in respect of GBP Notes of the relevant series will be deemed to be
withdrawn automatically.
All references in this announcement to the Expiration Time of
the GBP Tender Offers are to such Expiration Time, as such date may
be extended or terminated.
Withdrawal of Tenders
You may withdraw your tender of GBP Notes at any time at or
prior to the Withdrawal Deadline, but tenders will thereafter be
irrevocable, except in certain limited circumstances where the GBP
Offeror determines that additional withdrawal rights are required
by law.
Tenders may not be validly withdrawn after the Withdrawal
Deadline, other than as set forth in the Offer to Purchase or
unless the GBP Offeror amends the applicable Tender Offer , in
which case withdrawal rights may be extended as the GBP Offeror
determines, to the extent required by law, appropriate to allow
tendering Holders a reasonable opportunity to respond to such
amendment.
Summary of Action to be Taken
To tender GBP Notes in a GBP Tender Offer, a holder of GBP Notes
should deliver, or arrange to have delivered on its behalf, via the
relevant Clearing System and in accordance with the requirements of
such Clearing System, a valid GBP Tender Instruction that is
received in each case by the Tender and Information Agent by the
Expiration Time.
GBP Tender Instructions must be submitted in respect of a
principal amount of GBP Notes of no less than the Authorized
Denomination and may be submitted in integral multiples of GBP1,000
thereafter.
Holders holding GBP Notes directly in the NBB-SSS or through a
direct participant of the NBB-SSS (other than a Clearing System)
must, in order to be eligible to participate in the GBP Tender
Offers in the manner specified in the Offer to Purchase, (i)
arrange for the GBP Notes which they wish to tender to be
transferred to an account in either of the Clearing Systems, and
(ii) maintain, or where relevant, procure, access to an account in
either of the Clearing Systems through which such GBP Notes can be
traded, and to which the Total Consideration or Tender Offer
Consideration (as applicable) and the applicable Accrued Interest
may be credited by the GBP Offeror.
Holders who do not have access to an account, as described
above, in either of the Clearing Systems (either directly or
through a direct participant or other intermediary), or who do not
transfer the GBP Notes which they wish to tender to a direct
participant in either Clearing System, will not be able to submit a
GBP Tender Instruction to the Tender and Information Agent and will
not be eligible to participate in the GBP Tender Offers in the
manner specified in the Offer to Purchase.
Any Holder who (i) holds its GBP Notes directly, or through a
direct participant of the NBB-SSS , in an "N account" within the
NBB-SSS, (ii) is not eligible, in accordance with Article 4 of the
Belgian Royal Decree of 26 May 1994, to hold its GBP Notes
(directly or indirectly) in an "X account" within the NBB-SSS, and
who is therefore unable to transfer the relevant GBP Notes with to
account in either of the Clearing Systems and (iii) who is eligible
to view the Offer to Purchase and make an investment decision with
respect to the GBP Tender Offers, may contact the Tender and
Information Agent for further information, using the contact
details set out below.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold GBP Notes when such
intermediary would require to receive instructions from a Holder in
order for that Holder to be able to participate in, or (in the
limited circumstances in which revocation is permitted) revoke
their instruction to participate in, the GBP Tender Offers before
the deadlines specified in the Offer to Purchase. The deadlines set
by any such intermediary and each Clearing System for the
submission of GBP Tender Instructions will be earlier than the
relevant deadlines specified in the Offer to Purchase.
Significant Dates and Times
Please take note of the following significant dates and times in
connection with the GBP Tender Offers.
Time and Calendar
Date Date Event
------------------------------------- ------------------------- --------------------------------------
Launch Date ......................... 16 November 2022 Commencement of the GBP
Tender Offers upon the terms
and subject to the conditions
set forth in the Offer to
Purchase.
Offer to Purchase available
(subject to the restrictions
set out in "Offer and Distribution
Restrictions") from the
Tender and Information Agent
.
Early Tender Time................ 5:00 p.m., New The deadline for Holders
York City time, to tender GBP Notes to be
on 30 November eligible for the Total Consideration,
2022, unless extended. which includes the Early
Tender Payment (in addition
to the Accrued Interest).
The GBP Offeror will issue
a press release announcing
the results of the GBP Tender
Offers as of the Early Tender
Time as soon as reasonably
practicable after the Early
Tender Time.
Withdrawal Deadline........... 5:00 p.m., New The deadline for Holders
York City time, to validly withdraw tenders
on 30 November of their GBP Notes. If a
2022, unless extended. tender of GBP Notes is validly
withdrawn, the Holder will
not receive any consideration
on any Settlement Date (unless
that Holder validly re-tenders
such Notes at or prior to
the Expiration Time and
the Notes are accepted by
the GBP Offeror).
Price Determination The GBP Offeror The Dealer Managers will
Time... expects that this determine the applicable
time will be at Reference Yield (as defined
or about 2:30 p.m., herein) for each series
London time, on of GBP Notes eligible for
1 December 2022, tendering and calculate
unless extended. the applicable Total Consideration
and applicable Tender Offer
Consideration (provided
that, if the Offer Cap is
reached at the Early Tender
Time, and the Offerors have
not exercised their right
to increase the Offer Cap
to an amount in excess of
the amount tendered as of
the Early Tender Time, then
the applicable Reference
Yield and Total Consideration
shall be only determined
with respect to those series
of Notes accepted for purchase
as at the Early Tender Time).
The GBP Offeror will issue
a press release announcing
(i) the applicable Reference
Yield, the Total Consideration
and the Tender Offer Consideration
for each series of GBP Notes
eligible for the GBP Tender
Offers as soon as reasonably
practicable after the determination
thereof and (ii) whether
the GBP Offeror intends
to exercise its right to
have an Early Settlement
Date (provided that, if
the Offer Cap is reached
at the Early Tender Time,
and the Offerors have not
exercised their right to
increase the Offer Cap to
an amount in excess of the
amount tendered as of the
Early Tender Time, then
the applicable Reference
Yield and Total Consideration
shall be only determined
with respect to those series
of Notes accepted for purchase
as at the Early Tender Time).
Early Settlement Date.......... A date promptly If we choose to exercise
following the applicable our option to have an Early
Early Tender Time, Settlement Date, the date
expected to be the GBP Offer will deposit
2 December 2022 with Euroclear and Clearstream,
(but may change Luxembourg, as applicable,
without notice). the amount of cash necessary
to pay, and Euroclear and
Clearstream, Luxembourg,
as applicable, will pay,
to each Holder whose GBP
Notes are validly tendered
and not withdrawn at or
prior to the Early Tender
Time and accepted for purchase,
the applicable Total Consideration
plus Accrued Interest in
respect of such GBP Notes.
Expiration Time.................... The Tender Offers The last time and date for
will expire at GBP Notes to be tendered
11:59 p.m., New pursuant to the GBP Tender
York City time, Offers. Validly tendered
on 14 December GBP Notes may be validly
2022, unless extended withdrawn prior to the Expiration
or earlier terminated. Time but not thereafter.
Unless the Offer Cap is
reached at the Early Tender
Time (and not increased
by the Offerors to an amount
in excess of the amount
tendered as of the Early
Tender Time), the GBP Offeror
expects to publish a press
release promptly following
the Expiration Time announcing
the amount of GBP Notes,
if any, to be accepted for
purchase on the Final Settlement
Date.
Final Settlement Date.......... The GBP Offeror The date the GBP Offeror
expects the Final will deposit with Euroclear
Settlement Date and Clearstream, Luxembourg,
will occur on 16 as applicable, the amount
December 2022, of cash necessary to pay,
unless the GBP and Euroclear and Clearstream,
Tender Offers are Luxembourg, as applicable,
extended or earlier will pay, to each Holder
terminated or the whose GBP Notes are accepted
Offer Cap is reached for purchase (i) the applicable
at the Early Tender Tender Offer Consideration
Time (and not increased for Notes tendered after
by the Offerors the Early Tender Time and
to an amount in (ii) the applicable Total
excess of the amount Consideration for GBP Notes
tendered as of tendered and not withdrawn
the Early Tender at or prior to the Early
Time). Tender Time and not previously
purchased at an Early Settlement
Date, plus, in each case,
Accrued Interest in respect
of such GBP Notes.
Unless stated otherwise, announcements in connection with the
Tender Offers in respect of the GBP Notes will be made via the
Regulatory News Service of the London Stock Exchange plc (" RNS ")
and may also be made through Euroclear Bank SA/NV (" Euroclear ")
and Clearstream Banking S.A. (" Clearstream, Luxembourg ")
(including through the securities settlement system operated by the
National Bank of Belgium (the " NBB-SSS ") for delivery to
participants in the NBB-SSS). Announcements may also be made by the
issue of a press release on a widely disseminated news service.
Copies of all such announcements, press releases and notices can
also be obtained from the Tender and Information Agent, the contact
details for whom are set out below. Significant delays may be
experienced where notices are delivered to Euroclear, Clearstream,
Luxembourg and the NBB-SSS and Holders are urged to contact the
Tender and Information Agent for the relevant announcements
relating to the Tender Offers.
The above times and dates are subject to our right to extend,
amend and/or terminate any or all of the GBP Tender Offers (subject
to applicable law and as provided in the Offer to Purchase).
Holders of GBP Notes are advised to check with any bank, securities
broker or other intermediary through which they hold GBP Notes as
to when such intermediary would need to receive instructions from a
beneficial owner in order for that beneficial owner to be able to
participate in, or withdraw their instruction to participate in,
one or more GBP Tender Offers, before the deadlines specified in
the Offer to Purchase. The deadlines set by any such intermediary
or Clearing Systems for the submission of GBP Tender Instructions
will be earlier than the relevant deadlines specified above.
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 ("MAR").
FOR THE PURPOSES OF MAR AND ARTICLE 2 OF COMMISSION IMPLEMENTING
REGULATION (EU) 2016/1055, THIS ANNOUNCEMENT IS MADE BY PATRICK
RYAN, GLOBAL DIRECTOR (TREASURY) OF THE GBP OFFEROR .
Further Information
A complete description of the terms and conditions of the GBP
Tender Offers is set out in the Offer to Purchase. Before making a
decision with respect to the GBP Tender Offers, Holders should
carefully consider all of the information in the Offer to
Purchase.
Barclays Bank PLC, Barclays Capital Inc., BNP Paribas Securities
Corp., BofA Securities, Inc., Deutsche Bank Aktiengesellschaft,
Deutsche Bank Securities, J.P. Morgan SE and J.P. Morgan Securities
LLC are the lead dealer managers (the "Lead Dealer Managers") for
the GBP Tender Offers, Citigroup Global Markets Inc., Santander
Investment Securities Inc. and Wells Fargo Securities, LLC are the
co-dealer managers (the "Co-Dealer Managers" and, together with the
Lead Dealer Managers, the "Dealer Managers"), and Global Bondholder
Services Corporation is the tender agent (the "Tender and
Information Agent") for the GBP Tender Offers.
Questions and requests for assistance in connection with the GBP
Tender Offers may be directed to:
LEAD DEALER MANAGERS
Barclays Bank PLC Barclays Capital Inc. BNP Paribas Securities Corp.
5 The North Colonnade 745 Seventh Avenue 787 Seventh Avenue
Canary Wharf New York, NY 10019 New York, NY 10019
London E14 4BB United States of America United States of America
United Kingdom
Attn: Liability Management Group Attn: Liability Management Group
Attn: Liability Management Group Collect: (212) 528-7581 Collect: (212) 841-3059
Telephone: + 44 20 3134 8515 Toll Free: (800) 438-3242 Toll Free: (888) 210-4358
Email: eu.lm@barclays.com Email: us.lm@barclays.com Email:
dl.us.liability.management@us.bnpparibas.co
m
BofA Securities, Inc. Deutsche Bank Aktiengesellschaft Deutsche Bank Securities
620 S Tryon Street, 20th Floor Mainzer Landstr. 11-17 1 Columbus Circle
Charlotte 60329 Frankfurt am Main New York, NY 10019
North Carolina 28255 Germany United States of America
United States of America
Attn: Liability Management Group Attn: Liability Management Group
Attn: Liability Management Group Telephone: +44 20 7545 8011 Collect: (212) 250-2955
Collect: (980) 387-3907 Toll Free: (866) 627-0391
Toll Free: (888) 292-0070
Email: debt_advisory@bofa.com
In Europe:
Telephone: +33 1 877 01057
Email: DG.LM-EMEA@bofa.com
J.P. Morgan SE J.P. Morgan Securities LLC
Taunustor 1 (TaunusTurm) 383 Madison Avenue
60310 Frankfurt am Main New York, NY 10179
Germany United States of America
Attn: Liability Management Group Attn: Liability Management Group
Telephone: +44 20 7134 2468 Collect: (212) 834-8553
Email: liability_management_EMEA@jpmorgan.com Toll-Free: (866) 834-4666
CO-DEALER MANAGERS
Citigroup Global Markets Inc. Santander Investment Securities Inc. Wells Fargo Securities, LLC
388 Greenwich Street, Trading 4th Floor 437 Madison Avenue 550 South Tryon Street, 5th Floor
New York, New York 10013 7th Floor Charlotte, NC 28202
United States of America New York, NY 10022 United States of America
United States of America
Attn: Liability Management Group Attn: Liability Management Group
Collect: +1 (212) 723-6106 Attn: Liability Management Collect: +1 (704) 410-4759
Toll Free: +1 (800) 558-3745 Fax: (212) 407-0930 Toll Free: +1 (866) 309-6316
Email: ny.liabilitymanagement@citi.com Toll: (212) 940-1442 Europe: +33 (0)1 85 14 06 61
Toll Free: 855-404-3636 Email:
liabilitymanagement@wellsfargo.com
THE TER AND INFORMATION AGENT
Global Bondholder Services Corporation
By Facsimile (Eligible Institutions Only):
+1 (212) 430-3775 or +1 (212) 430-3779
By Mail or Hand:
65 Broadway-Suite 404
New York, New York 10006
Banks and Brokers Call Collect: +1 (212) 430-3774
All Others, Please Call Toll-Free: +1 (855) 654-2014
By E-mail:
contact@gbsc-usa.com
Website:
https://gbsc-usa.com/registration/abi
None of the Dealer Managers, the Tender and Information Agent,
the GBP Offeror, the Guarantors, nor any director, officer,
employee, agent or affiliate of any such person, is acting for any
Holder, or will be responsible to any Holder for providing any
protections which would be afforded to its clients or for providing
advice in relation to the Offers, and accordingly none of the
Dealer Managers, the Tender and Information Agent, the GBP Offeror,
the Guarantors, nor any director, officer, employee, agent or
affiliate of, any such person makes any recommendation whether
Holders should tender GBP Notes in the Offers. If any Holder is in
any doubt as to the action it should take or is unsure of the
impact of the GBP Tender Offers, it is recommended to seek its own
financial and legal advice, including as to any tax consequences,
from its securities broker, bank manager, solicitor, accountant or
other independent financial, tax or legal adviser.
Offer and Distribution Restrictions
The GBP Offeror has not filed this announcement or the Offer to
Purchase with, and neither this announcement nor the Offer to
Purchase has been reviewed by, any federal or state securities
commission or regulatory authority of any country. No authority has
passed upon the accuracy or adequacy of this announcement or the
Offer to Purchase, and it is unlawful and may be a criminal offense
to make any representation to the contrary. No person has been
authorized to give any information or to make any representations
other than those contained or incorporated by reference in the
Offer to Purchase. Holders must comply with all laws that apply to
them in connection with the Offer to Purchase. Holders must also
obtain any consents or approvals that they need in order to tender
GBP Notes pursuant to the GBP Tender Offers. None of the GBP
Offeror, the Guarantors, the Dealer Managers or the Tender and
Information Agent is responsible for Holders' compliance with these
legal requirements.
Neither this announcement nor the Offer to Purchase constitutes
an offer to purchase or a solicitation of an offer to sell GBP
Notes in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such offer or solicitation under
applicable securities or blue sky laws. In those jurisdictions
where the securities, blue sky or other laws require the GBP Tender
Offers to be made by a licensed broker or dealer and any of the
Dealer Managers or any of the Dealer Managers' respective
affiliates is such a licensed broker or dealer in any such
jurisdiction, the GBP Tender Offers shall be deemed to be made by
such Dealer Manager or affiliate, as the case may be, on behalf of
the GBP Offeror in such jurisdiction. Neither the delivery of the
Offer to Purchase nor any purchase of GBP Notes will, under any
circumstances, create any implication that the information
contained in the Offer to Purchase is current as of any time
subsequent to the date of such information.
United Kingdom . The communication of this announcement, the
Offer to Purchase and any other documents or materials relating to
the GBP Tender Offers is not being made by 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(1) of the FSMA on the basis
that it is only directed at and may only be communicated to: (1)
persons who are outside of the United Kingdom; (2) investment
professionals falling within the definition contained in Article
19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005 (the "Order"); (3) those persons who are
existing members or creditors of the GBP Offeror or other persons
falling within Article 43(2) of the Order; or (4) any other persons
to whom such documents and/or materials may lawfully be
communicated in accordance with the Order (all such persons
together being referred to as "relevant persons"). This
announcement, the Offer to Purchase and any other documents or
materials relating to the GBP Tender Offers are only available to
relevant persons. Any person who is not a relevant person should
not act or rely on this document or any of its contents.
France . The Tender Offers are not being made, directly or
indirectly, in the Republic of France (other than to qualified
investors as described below). This announcement, the Offer to
Purchase and any other document or material relating to the GBP
Tender Offers have only been, and shall only be, distributed in the
Republic of France to qualified investors as defined in Article
2(e) of Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Neither this announcement, the Offer to Purchase nor any other
documents or materials relating to the GBP Tender Offers have been
or will be submitted for clearance to the Autorité des marchés
financiers.
Italy . None of the GBP Tender Offers, this announcement, the
Offer to Purchase or any other documents or materials relating to
the GBP Tender Offers have been or will be submitted to the
clearance procedure of the Commissione Nazionale per le Società e
la Borsa ("CONSOB") pursuant to applicable Italian laws and
regulations. The Tender Offers are being carried out in the
Republic of Italy ("Italy") as exempted offers 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. Holders or beneficial owners of the GBP Notes
that are resident or located in Italy can tender their GBP Notes
for purchase through authorized 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 February 15, 2018, as amended, and
Legislative Decree No. 385 of September 1, 1993, as amended) and in
compliance with any other applicable laws and regulations and with
any requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with applicable laws and regulations
concerning information duties vis-à-vis its clients in connection
with the GBP Notes or the Offer to Purchase.
Belgium . Neither this announcement, the Offer to Purchase nor
any other documents or materials relating to the GBP Tender Offers
have been, or will be, submitted or notified to, or approved or
recognized by, the Belgian Financial Services and Markets Authority
("Autorité des services et marchés financiers"/"Autoriteit voor
Financiële Diensten en Markten"). The Tender Offers are not being
made in Belgium by way of a public offering within the meaning of
Articles 3, --1, 1deg and 6, --1 of the Belgian Law of April 1,
2007 on public takeover bids ("loi relative aux offres publiques
d'acquisition"/ "wet op de openbare overnamebiedingen"), as amended
or replaced from time to time. Accordingly, the GBP Tender Offers
may not be, and are not being, advertised and the GBP Tender Offers
will not be extended and this announcement, the Offer to Purchase
and any other documents or materials relating to the GBP Tender
Offers (including any memorandum, information circular, brochure or
any similar documents) may not, have not, and will not, be
distributed or made available, directly or indirectly, to any
person in Belgium other than to "qualified investors"
("investisseur qualifié"/"gekwalificeerde belegger") within the
meaning of Article 2(e) of the Prospectus Regulation acting on
their own account. Insofar as Belgium is concerned, the GBP Tender
Offers are made only to qualified investors, as this term is
defined above. Accordingly, the information contained in this
announcement, the Offer to Purchase or in any other documents or
materials relating to the GBP Tender Offers may not be used for any
other purpose or disclosed or distributed to any other person in
Belgium.
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
TENBKABQABDKPDD
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November 16, 2022 02:00 ET (07:00 GMT)
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