TIDMFXPO
RNS Number : 4625O
Ferrexpo PLC
28 May 2015
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION TO ANY U.S. PERSON
(AS DEFINED BELOW) OR IN OR INTO THE UNITED STATES, ITS TERRITORIES
AND POSSESSIONS, ANY STATE OF THE UNITED STATES OR THE DISTRICT OF
COLUMBIA (THE "UNITED STATES")
28 May 2015
FERREXPO FINANCE PLC ANNOUNCES EXCHANGE OFFER AND CONSENT
SOLICITATION FOR ITS U.S.$500,000,000 7.875 PER CENT. GUARANTEED
NOTES DUE 2016
FERREXPO FINANCE PLC (the "Issuer") today announces its
invitation to holders (subject to the offer restrictions referred
to below) of its outstanding U.S.$500,000,000 7.875 per cent.
Guaranteed Notes due 2016 (the "Existing Notes") to (i) offer to
exchange any and all of the Existing Notes on a par for par basis
for the Exchange Offer Consideration (as defined below) (the
"Exchange Offer") and (ii) solicit consents in connection with the
Proposal as set out in the Exchange Offer and Consent Solicitation
Memorandum (as defined below) (the "Consent Solicitation").
The Exchange Offer - Exchange Instructions and Forms of
Sub-Proxy
In respect of validly submitted Exchange Instructions and, with
respect to Rule 144A Existing Notes, Forms of Sub-Proxy, received
by the Exchange and Tabulation Agent at or prior to the Final
Exchange and Consent Deadline which are accepted for exchange by
the Issuer, Holders shall receive the Exchange Offer Consideration
comprising (i) United States dollar denominated 10.375 per cent.
guaranteed amortising notes due 2019 (the "New Notes") in an amount
(subject to rounding) equal to 65 per cent. of the aggregate
principal amount of Existing Notes accepted for exchange, and (ii)
a cash consideration amount equal to 35 per cent. of the aggregate
principal amount of Existing Notes accepted for exchange (the
"Exchange Offer Consideration"). In addition, Holders who deliver,
or arrange to have delivered on their behalf valid Exchange
Instructions and, with respect to Rule 144A Existing Notes, Forms
of Sub-Proxy, which are received by the Exchange and Tabulation
Agent and accepted by the Issuer (A) at or prior to the Early
Exchange and Consent Deadline, will be eligible to receive the
Early Consent Fee or (B) after the Early Exchange and Consent
Deadline but at or prior to the Final Exchange and Consent
Deadline, will be eligible to receive the Base Consent Fee.
The Consent Solicitation - Electronic Voting Instructions and
Forms of Sub-Proxy
Holders who deliver, or arrange to have delivered on their
behalf a valid Electronic Voting Instruction or, with respect to
Rule 144A Existing Notes, Forms of Sub-Proxy, appointing the
Exchange and Tabulation Agent (or its nominee) as proxy to vote in
favour of the Extraordinary Resolution at the Meeting (including
any adjournment thereof) (A) at or prior to the Early Exchange and
Consent Deadline, will be eligible to receive the Early Consent Fee
or (B) after the Early Exchange and Consent Deadline but at or
prior to the Final Exchange and Consent Deadline, will be eligible
to receive the Base Consent Fee.
The Early Consent Fee and Base Consent Fee
In respect of validly submitted Exchange Instructions,
Electronic Voting Instructions and/or Forms of Sub-Proxy received
by the Exchange and Tabulation Agent at or prior to the Early
Exchange and Consent Deadline, the Early Consent Fee shall be
U.S.$20 per U.S.$1,000 principal amount of Existing Notes.
In respect of validly submitted Exchange Instructions,
Electronic Voting Instructions and/or Forms of Sub-Proxy received
by the Exchange and Tabulation Agent after the Early Exchange and
Consent Deadline but at or prior to the Final Exchange and Consent
Deadline, the Base Consent Fee shall be U.S.$5 per U.S.$1,000
principal amount of Existing Notes.
Holders voting against the Extraordinary Resolution will not be
eligible to receive a Consent Fee.
The Exchange Offer and Consent Solicitation are made on the
terms and subject to the conditions set out in the Exchange Offer
and Consent Solicitation Memorandum dated 28 May 2015 (the
"Exchange Offer and Consent Solicitation Memorandum") and will
expire at 11.59 p.m. (New York time) on 30 June 2015 (subject to
the right of the Issuer to extend, re-open, amend and/or terminate
the Exchange Offer and/or the Consent Solicitation) (the "Final
Exchange and Consent Deadline").
The acceptance by the Issuer of all Existing Notes that have
been validly offered for exchange in the Exchange Offer and payment
of the applicable Consent Fee is conditional on the Extraordinary
Resolution being successfully passed at the Meeting.
Copies of the Exchange Offer and Consent Solicitation Memorandum
are available from the Exchange and Tabulation Agent as set out
below. Capitalised terms used in this announcement but not defined
have the meanings given to them in the Exchange Offer and Consent
Solicitation Memorandum.
EXISTING NOTES
Issuer/Title ISIN Guarantors/Surety Amount Interest Maturity Date Ferrexpo plc
Outstanding Ratings
------------- ------------- ------------------ -------------- -------------- -------------- --------------------
Ferrexpo Reg S: Ferrexpo plc, U.S.$285,669, 7.875% per 7 April 2016 Caa3 (negative
Finance plc XS0614325586 Ferrexpo AG, 000 annum outlook)/
U.S.$500,000 Rule 144A: Ferrexpo Middle CCC+ (negative
,000 7.875 US31529TAB98 East FZE/Ferrexpo outlook)/
per cent. Poltava Mining CCC
Guaranteed (previously known
Notes due as Ferrexpo
2016 Poltava GOK
Corporation)
------------- ------------- ------------------ -------------- -------------- -------------- --------------------
NEW NOTES
Issuer New Guarantors/Surety Issue Interest Final Expected Amortisation
Price Maturity Notes Schedule
Date Rating
--------- ---------------------- ------- --------- ---------- -------------- -------------
Ferrexpo Ferrexpo 100% 10.375% 7 April Caa3/CCC+/CCC 50% 7
Finance plc, Ferrexpo per 2019 April
plc AG, Ferrexpo annum 2018
Middle East / 50%
FZE/Ferrexpo 7 April
Poltava 2019
Mining (previously
known as
Ferrexpo
Poltava
GOK Corporation)
--------- ---------------------- ------- --------- ---------- -------------- -------------
Overview
The Issuer is inviting Holders (subject to the offer
restrictions referred to below) to offer to exchange their Existing
Notes pursuant to the Exchange Offer for, in respect of validly
submitted Exchange Instructions and, with respect to Rule 144A
Existing Notes, Forms of Sub-Proxy, received by the Exchange and
Tabulation Agent at or prior to the applicable Exchange and Consent
Deadline, a combination of New Notes, the Cash Exchange
Consideration and the applicable Consent Fee, Accrued Interest and
any Cash Rounding Amount (if applicable).
In addition to the Exchange Offer, the Issuer is seeking
approval by means of an Extraordinary Resolution of Holders to
certain amendments to the Existing Notes under the Consent
Solicitation.
[1] This is an indicative rating to be confirmed on or prior to the Settlement Date.
If the Extraordinary Resolution is passed and implemented,
Holders who validly submit Electronic Voting Instructions or, with
respect to Rule 144A Existing Notes, Forms of Sub-Proxy, which are
received by the Exchange and Tabulation Agent at or prior to the
applicable Exchange and Consent Deadline and which remain unrevoked
at the Meeting will receive the applicable Consent Fee.
Purpose of the Exchange Offer and Consent Solicitation
In light of the current iron ore price environment and the
recent changes in the outlook for iron ore prices, the Issuer would
like to address the maturity profile of its debt portfolio so that
it better matches the expected cash generation of the Group.
Before making a decision whether to offer Existing Notes for
exchange, Holders should carefully consider all of the information
contained in the Exchange Offer and Consent Solicitation Memorandum
(including all of the information in, and incorporated by reference
in, the Preliminary Prospectus) and, in particular, the risk
factors described or referred to in "Risk Factors and Other
Considerations" in the Exchange Offer and Consent Solicitation
Memorandum and the Preliminary Prospectus Risk Factors.
Indicative Exchange Offer and Consent Solicitation Timetable
Events Times and Dates
---------------------------------------------- ----------------------------------
Commencement of the Exchange Offer
and Consent Solicitation
---------------------------------------------- ----------------------------------
Exchange Offer and Consent Solicitation 28 May 2015
announced. Exchange Offer and Consent
Solicitation Memorandum available
from the Exchange and Tabulation
Agent. Publication of the Notice.
---------------------------------------------- ----------------------------------
Early Exchange and Consent Deadline
---------------------------------------------- ----------------------------------
Deadline for receipt of valid Exchange 11:59 p.m. (New York time)
Instructions and, with respect to on 15 June 2015
Rule 144A Existing Notes, Forms
of Sub-Proxy by the Exchange and
Tabulation Agent in order for Holders
to be able to participate in the
Exchange Offer and to be eligible
to receive the Exchange Offer Consideration
plus the Early Consent Fee.
Deadline for receipt of valid Electronic
Voting Instructions and, with respect
to Rule 144A Existing Notes, Forms
of Sub-Proxy by the Exchange and
Tabulation Agent in order for Holders
to participate in the Consent Solicitation
(and not the Exchange Offer) and
be eligible to receive (in the circumstances
in which it is payable) the Early
Consent Fee.
---------------------------------------------- ----------------------------------
Final Exchange and Consent Deadline
---------------------------------------------- ----------------------------------
Final deadline for receipt of valid 11:59 p.m. (New York time)
Exchange Instructions and, with on 30 June 2015
respect to Rule 144A Existing Notes,
Forms of Sub-Proxy by the Exchange
and Tabulation Agent in order for
Holders to participate in the Exchange
Offer and be eligible to receive
the Exchange Offer Consideration
plus the Base Consent Fee.
Deadline for receipt of valid Electronic
Voting Instructions and, with respect
to Rule 144A Existing Notes, Forms
of Sub-Proxy by the Exchange and
Tabulation Agent in order for Holders
to participate in the Consent Solicitation
(and not the Exchange Offer) and
be eligible to receive (in the circumstances
in which it is payable) the Base
Consent Fee.
---------------------------------------------- ----------------------------------
Time and date of Meeting
---------------------------------------------- ----------------------------------
Expected time and date of Meeting 10:00 a.m. London time
of Holders on 2 July 2015
---------------------------------------------- ----------------------------------
Announcement of Results
---------------------------------------------- ----------------------------------
Announcement of whether the Issuer As soon as reasonably practicable
will accept valid offers of Existing after the date of the Meeting.
Notes for exchange pursuant to the
Exchange Offer and, if so accepted,
(i) the aggregate principal amount
of Existing Notes received accepted
for exchange, (ii) the results of
the Meeting and (iii) the aggregate
principal amount of New Notes to
be issued on the Settlement Date.
---------------------------------------------- ----------------------------------
Adoption of Extraordinary Resolution
---------------------------------------------- ----------------------------------
If the Extraordinary Resolution On or about 2 July 2015
is passed at the first Meeting,
execution of the documentation amending
the Existing Security Conditions.
---------------------------------------------- ----------------------------------
Settlement Date
---------------------------------------------- ----------------------------------
Expected settlement date for Existing On or about 6 July 2015
Notes which are the subject of valid
Exchange Instructions and, with
respect to Rule 144A Existing Notes,
Forms of Sub-Proxy received by the
Exchange and Tabulation Agent and
accepted by the Issuer. Payment
of the Exchange Offer Consideration
and applicable Consent Fee and any
Cash Rounding Amount (if applicable).
Payment of the Early Consent Fee
and the Base Consent Fee if the
Extraordinary Resolution is passed
at the first Meeting.
---------------------------------------------- ----------------------------------
The above times and dates are subject to the right of the Issuer
to extend, re-open, amend, terminate and/or withdraw the Exchange
Offer and/or the Consent Solicitation (subject to applicable law
and as provided in the Exchange Offer and Consent Solicitation
Memorandum). Holders are advised to check with any bank, securities
broker or other intermediary through which they hold Existing Notes
when such intermediary needs 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 Exchange Offer and/or the
Consent Solicitation before the applicable deadlines set out above.
The deadlines set by the Clearing Systems for the submission of
Exchange Instructions, Electronic Voting Instructions and/or Forms
of Sub-Proxy will also be earlier than the applicable deadlines
above. See "Procedures for Participating in the Exchange Offer and
the Consent Solicitation" in the Exchange Offer and Consent
Solicitation Memorandum.
Unless stated otherwise, announcements in relation to the
Exchange Offer will be found on the relevant Reuters International
Insider Screen and the website of the London Stock Exchange and be
made by (i) the issue of a press release to a Notifying News
Service and (ii) the delivery of notices to the Clearing Systems
for communication to Direct Participants. The notice convening the
Meeting (and, if applicable, adjournment thereof) in respect of the
Consent Solicitation will be published in accordance with the
Existing Security Conditions and disclosed through the Clearing
Systems. Copies of all such announcements, press releases and
notices can also be obtained from the Exchange and Tabulation
Agent, the contact details for which are at the bottom of this
announcement. Significant delays may be experienced where notices
are delivered to the Clearing Systems and Holders are urged to
contact the Exchange and Tabulation Agent for the relevant
announcements during the course of the Exchange Offer and Consent
Solicitation. In addition, holders of Existing Notes may contact
the Dealer Manager for information using the contact details at the
bottom of this announcement.
General
The Issuer may, in its sole discretion, extend, re-open, amend
or waive any condition of, or terminate, the Exchange Offer at any
time and amend or withdraw the Proposal being sought pursuant to
the Consent Solicitation at any time (in each case subject to
applicable law and as provided in the Exchange Offer and Consent
Solicitation Memorandum). If the Proposal being sought pursuant to
the Consent Solicitation is withdrawn by the Issuer, or, if the
Extraordinary Resolution is not passed at the Meeting, the Issuer
will terminate the Exchange Offer. Details of any such extension,
re-opening, amendment, waiver, termination or withdrawal will be
announced as provided in this announcement as soon as reasonably
practicable after the relevant decision is made.
Holders are advised to check with any bank, securities broker or
other intermediary through which they hold Existing Notes when such
intermediary needs 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 Exchange Offer or Consent
Solicitation before the deadlines specified in the Exchange Offer
and Consent Solicitation Memorandum. The deadlines set by each
Clearing System for the submission and withdrawal of Exchange
Instructions, Electronic Voting Instructions or Forms of Sub-Proxy
will also be earlier than the relevant deadlines specified in the
Exchange Offer and Consent Solicitation Memorandum.
For further information on the Exchange Offer and the Consent
Solicitation and the further terms and conditions on which the
Exchange Offer and the Consent Solicitation are made, Holders
should refer to "Further Information and Terms and Conditions" in
the Exchange Offer and Consent Solicitation Memorandum. Questions
and requests for assistance in connection with the (a) Exchange
Offer and/or the Proposal under the Consent Solicitation may be
directed to the Dealer Manager, and (b) delivery of Exchange
Instructions, Electronic Voting Instructions or Forms of Sub-Proxy
may be directed to the Exchange and Tabulation Agent, the contact
details for all of which are below.
Noteholders are advised to read carefully the Exchange Offer and
Consent Solicitation Memorandum for full details of and information
on the procedures for participating in the Exchange Offer and
Consent Solicitation.
Deutsche Bank AG, London Branch is acting as Dealer Manager and
Lucid Issuer Services Limited is acting as Exchange and Tabulation
Agent.
Questions and requests for assistance in connection with the
Exchange Offer and Consent Solicitation may be directed to the
Dealer Manager.
Dealer Manager
Deutsche Bank AG, London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom
Attention: Liability Management Group
Tel: +44 20 754 76153 / +44 20 754 76568
Email: ferrexpo.lm@list.db.com
Questions and requests for assistance in connection with the
delivery of Exchange Instructions, Electronic Voting Instructions
and/or Forms of Sub-Proxy may be directed to the Exchange and
Tabulation Agent.
Exchange and Tabulation Agent
Lucid Issuer Services Limited
Leroy House
436 Essex Road
London N1 3QP
United Kingdom
Tel: +44 (0) 20 7704 0880
Email: ferrexpo@lucid-is.com
Attention: Paul Kamminga
DISCLAIMERThis announcement must be read in conjunction with the
Exchange Offer and Consent Solicitation Memorandum. This
announcement and the Exchange Offer and Consent Solicitation
Memorandum contain important information which should be read
carefully before any decision is made with respect to the Exchange
Offer and Consent Solicitation. If you are in any doubt as to the
contents of this announcement or the Exchange Offer and Consent
Solicitation Memorandum or the action you should take, you are
recommended to seek your own financial and legal advice, including
as to any tax consequences, immediately from your stockbroker, bank
manager, solicitor, accountant or other independent financial or
legal adviser. Any individual or company whose Existing Notes are
held on its behalf by a broker, dealer, bank, custodian, trust
company or other nominee or intermediary must contact such entity
if it wishes to offer Existing Notes for exchange pursuant to the
Exchange Offer. None of the Dealer Manager, the Exchange and
Tabulation Agent or the Issuer makes any recommendation as to
whether Noteholders should offer Existing Notes for exchange
pursuant to the Exchange Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
Neither this announcement, nor the Exchange Offer and Consent
Solicitation Memorandum constitutes an invitation to participate in
the Exchange Offer in any jurisdiction in which, or to any person
to or from whom, it is unlawful to make such invitation or for
there to be such participation under applicable securities laws.
The distribution of this announcement and the Exchange Offer and
Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement
or the Exchange Offer and Consent Solicitation Memorandum comes are
required by the Issuer, the Dealer Manager and the Exchange and
Tabulation Agent to inform themselves about, and to observe, any
such restrictions.
United States
Neither the Exchange Offer nor the New Notes has been registered
under the United States Securities Act of 1933 (the "Securities
Act") or any other securities laws and the Exchange Offer is only
directed at, and the New Notes are only being offered and will only
be issued to, holders of record of Existing Notes as of the Record
Date who can represent that they are either (i) "qualified
institutional buyers" ("QIBs") (as defined in Rule 144A ("Rule
144A") under the Securities Act) or (ii) outside the United States
and not U.S. persons (as defined in Regulation S under the
Securities Act ("Regulation S")) and are lawfully able to
participate in the Exchange Offer in compliance with applicable
laws of applicable jurisdictions (each such person, an "Eligible
Holder"). Only Eligible Holders are authorised to receive or review
the Exchange Offer and Consent Solicitation Memorandum or to
participate in the Exchange Offer and Consent Solicitation. For a
description of restrictions on transfer of the New Notes, see
"Selling and Transfer Restrictions" in the Preliminary
Prospectus.
Italy
None of the Exchange Offer, this announcement, the Exchange
Offer and Consent Solicitation Memorandum or any other documents or
materials relating to the Exchange Offer have been or will be
submitted to the clearance procedure of the Commissione Nazionale
per le Società e la Borsa ("CONSOB").
The Exchange Offer may only be 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.
Holders or beneficial owners of the Existing Notes can offer to
exchange some or all of the Existing 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
respect of the Existing Notes and/or the Exchange Offer.
United Kingdom
The communication of this announcement and the Exchange Offer
and Consent Solicitation Memorandum by the Issuer and any other
documents or materials relating to the Exchange Offer 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) those persons who are existing members or
creditors of the Issuer or other persons within Article 43 of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005, and (2) to any other persons to whom these documents and/or
materials may lawfully be communicated.
France
The Exchange Offer is not being made, directly or indirectly, to
the public in the Republic of France ("France"). Neither this
announcement, the Exchange Offer and Consent Solicitation
Memorandum nor any other documents or offering materials relating
to the Exchange Offer have been or shall be distributed to the
public in France and only (a) providers of investment services
relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de
portefeuille pour compte de tiers) , as defined in, and in
accordance with, Articles L.411-2-II-1 and D.321-1 of the French
Code monétaire et financier and/or (b) qualified investors
(investisseurs qualifiés) acting for their own account, other than
individuals, as defined in, and in accordance with, Articles
L.411-2-II-2, D.411-1 D.744-1, D.754-1 and D.764-1 of the French
Code monétaire et financier are eligible to participate in the
Exchange Offer. This announcement and the Exchange Offer and
Consent Solicitation Memorandum have not been and will not be
submitted for clearance to nor approved by the Autorité des marchés
financiers ("AMF").
Pursuant to Article 211-3 of the General Regulation of the AMF,
Holders and any Direct Participant are informed that the New Notes
cannot be distributed (directly or indirectly) to the public in
France otherwise than in accordance with Articles L.411-1, L.411-2,
L.412-1 and L.621-8 to L.621-8-3 of the French Code monétaire et
financier.
Belgium
Neither this announcement, the Exchange Offer and Consent
Solicitation Memorandum nor any other documents or materials
relating to the Exchange Offer 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
Exchange Offer 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") or
as defined in Article 3 of the Belgian Law of 16 June 2006 on the
public offer of placement instruments and the admission to trading
of placement instruments on regulated markets (the "Belgian
Prospectus Law"), both as amended or replaced from time to time.
Accordingly, the Exchange Offer may not be advertised and the
Exchange Offer will not be extended, and neither this announcement,
the Exchange Offer and Consent Solicitation Memorandum nor any
other documents or materials relating to the Exchange Offer
(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 persons which are "qualified investors" in the sense of
Article 10 of the Belgian Prospectus Law, acting on their own
account; or (ii) in any other circumstances set out in Article 6,
--4 of the Belgian Takeover Law and Article 3, --4 of the Belgian
Prospectus Law. This announcement and the Exchange Offer and
Consent Solicitation Memorandum has been issued only for the
personal use of the above qualified investors and exclusively for
the purpose of the Exchange Offer. Accordingly, the information
contained in this announcement and the Exchange Offer and Consent
Solicitation Memorandum may not be used for any other purpose or
disclosed to any other person in Belgium.
General
Neither this announcement nor the Exchange Offer and Consent
Solicitation Memorandum constitutes an offer to sell or buy or the
solicitation of an offer to sell or buy the Existing Notes and/or
New Notes, as applicable, (and offers of Existing Notes for
exchange pursuant to the Exchange Offer will not be accepted from
Holders) in any circumstances in which such offer or solicitation
is unlawful. In those jurisdictions where the securities, blue sky
or other laws require the Exchange Offer or Consent Solicitation to
be made by a licensed broker or dealer and the Dealer Manager or
any of its affiliates is such a licensed broker or dealer in any
such jurisdiction, that Exchange Offer or the Consent Solicitation,
as the case may be, shall be deemed to be made by the Dealer
Manager or such affiliate (as the case may be) on behalf of the
Issuer in such jurisdiction.
Each Holder participating in the Exchange Offer will be deemed
to give certain representations in respect of the jurisdictions
referred to above and generally as set out in the section of the
Exchange Offer and Consent Solicitation Memorandum entitled
"Procedures for Participating in the Exchange Offer and the Consent
Solicitation". Any offer of Existing Notes for exchange pursuant to
the Exchange Offer from a Holder that is unable to make these
representations will not be accepted. Each of the Issuer, the
Dealer Manager and the Exchange and Tabulation Agent reserves the
right, in its absolute discretion, to investigate, in relation to
the offer of Existing Notes for exchange pursuant to the Exchange
Offer, whether any such representation given by a Holder is correct
and, if such investigation is undertaken and as a result the Issuer
determines (for any reason) that such representation is not
correct, such offer shall not be accepted.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCUWONRVNAVURR
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