Latest news with #TenderOfferDocuments
Yahoo
a day ago
- Business
- Yahoo
AIG Announces Results and Upsizing of Its Tender Offers for Certain Outstanding Notes
NEW YORK, June 09, 2025--(BUSINESS WIRE)--American International Group, Inc. (NYSE: AIG) today announced the results of its previously announced 10 separate offers (the "Offers") to purchase for cash the notes of the series listed in the table below (collectively, the "Notes") and that it has amended the Offers by increasing the applicable Maximum Purchase Consideration from $300 million to $455 million. The Offers were made pursuant to AIG's Offer to Purchase, dated June 2, 2025 (the "Offer to Purchase"), which sets forth a more comprehensive description of the terms and conditions of each Offer, and the accompanying notice of guaranteed delivery (the "Notice of Guaranteed Delivery" and, together with the Offer to Purchase, the "Tender Offer Documents"). Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase. The Offers expired at 5:00 p.m. (Eastern time) on June 6, 2025 (the "Expiration Date"). The Initial Settlement Date will be June 10, 2025 and the Guaranteed Delivery Settlement Date will be June 12, 2025. According to information provided by Global Bondholder Services Corporation, the Information Agent and Tender Agent in connection with the Offers, $475,861,000 combined aggregate principal amount of the Notes were validly tendered prior to or at the Expiration Date and not validly withdrawn. In addition, $2,731,000 combined aggregate principal amount of Notes were tendered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase) and remain subject to the Holders' performance of the delivery requirements under such procedures. The table below provides certain information about the Offers, including the aggregate principal amount of each series of Notes validly tendered and not validly withdrawn prior to the Expiration Date and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Date pursuant to the Tender Offer Documents. Acceptance Priority Level(1) Title of Security CUSIP/ISIN Principal Amount Outstanding(millions) Total Consideration(1) Principal Amount Tendered(2) Principal Amount Accepted(2) Principal Amount Reflected in Notices of Guaranteed Delivery 1 5.750% Series A-9 Junior Subordinated Debentures Due 2048 026874DM6 / US026874DM66 $439.0 $1,008.84 $121,147,000 $121,147,000 $2,668,000 2 8.175% Series A-6 Junior Subordinated Debentures Due 2058 026874BS5 / US026874BS54 $146.9 $1,137.94 $399,000 $399,000 — 3 6.820% Notes Due 2037 026874CW5 / US026874CW57 $78.4 $1,129.84 $1,501,000 $1,501,000 — 4 6.250% Notes Due 2036 026874AZ0 / US026874AZ07 $285.2 $1,075.72 $33,605,000 $33,605,000 — 5 6.250% Series A-1 Junior Subordinated Debentures Due 2037 026874BE6 / US026874BE68 $20.9 $981.63 $606,000 $606,000 — 6 4.800% Notes Due 2045 026874DF1 / US026874DF16 $436.8 $897.32 $107,596,000 $107,596,000 — 7 4.250% Notes Due 2029 026874DN4 / US026874DN40 $191.8 $984.82 $52,048,000 $52,048,000 — 8 4.200% Notes Due 2028 026874DK0 / US026874DK01 $341.0 $994.64 $140,238,000 $140,238,000 $5,000 9 4.700% Notes Due 2035 026874DE4 / US026874DE41 $164.0 $955.51 $17,262,000 — — 10 4.375% Notes Due 2055 026874DB0 / US026874DB02 $188.7 $743.65 $1,459,000 — $58,000 (1) The Total Consideration for each series of Notes (such consideration, the "Total Consideration") payable per each $1,000 principal amount of such series of Notes validly tendered for purchase. (2) The amounts exclude the principal amounts of Notes for which Holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures. Such amounts remain subject to the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m., New York City time, on June 10, 2025. Overall, $457,140,000 combined aggregate principal amount of Notes have been accepted for purchase (excluding Notes delivered pursuant to the Guaranteed Delivery Procedures). The Maximum Purchase Condition (after giving effect to the increase described above) has been satisfied with respect to the Offers in respect of the series of Notes with Acceptance Priority Levels of 1 – 8. Accordingly, all Notes of those series that have been validly tendered and not validly withdrawn at or prior to the Expiration Date have been accepted for purchase. AIG has not accepted any Notes with Acceptance Priority Levels 9 or 10 (as indicated in the table above) and will promptly return all validly tendered Notes of such series to the respective tendering Holders. Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders whose Notes have been accepted for purchase in the Offers will receive the applicable Total Consideration for each $1,000 principal amount of such Notes in cash on the Initial Settlement Date or Guaranteed Delivery Settlement Date. In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will be paid the Accrued Coupon Payment. Interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Offers, including those tendered through the Guaranteed Delivery Procedures. AIG has retained BNP Paribas Securities Corp., BofA Securities, Inc. and U.S. Bancorp Investments, Inc. as the Lead Dealer Managers. Global Bondholder Services Corporation is the Information Agent and Tender Agent. For additional information regarding the terms of the tender offer, please contact: BNP Paribas Securities Corp. at (888) 210-4358 (toll-free) or (212) 841-3059 (collect); BofA Securities, Inc. at (888) 292-0070 (toll-free) or (980) 387-3907 or U.S. Bancorp Investments, Inc. at (800) 479-3441 (toll-free) or (917) 558-2756 (collect). Requests for documents and questions regarding the tendering of Notes may be directed to Global Bondholder Services Corporation by telephone at (212) 430-3774 (for banks and brokers only) and (855) 654-2014 (for all others toll-free), by email at contact@ or to the Lead Dealer Managers at their respective telephone numbers. Copies of the Offer to Purchase and the Notice of Guaranteed Delivery are available at This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Offers were made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase. Certain statements in this press release, including those describing the completion of the Offers, constitute forward-looking statements. These statements are not historical facts but instead represent only AIG's belief regarding future events, many of which, by their nature, are inherently uncertain and outside AIG's control. It is possible that actual results will differ, possibly materially, from the anticipated results indicated in these statements. Factors that could cause actual results to differ, possibly materially, from those in the forward-looking statements are discussed throughout AIG's periodic filings with the SEC pursuant to the Securities Exchange Act of 1934. About AIG American International Group, Inc. (NYSE: AIG) is a leading global insurance organization. AIG provides insurance solutions that help businesses and individuals in more than 200 countries and jurisdictions protect their assets and manage risks through AIG operations, licenses and authorizations as well as network partners. For additional information, visit This website with additional information about AIG has been provided as a convenience, and the information contained on such website is not incorporated by reference into this press release. AIG is the marketing name for the worldwide operations of American International Group, Inc. All products and services are written or provided by subsidiaries or affiliates of American International Group, Inc. Products or services may not be available in all countries and jurisdictions, and coverage is subject to underwriting requirements and actual policy language. Non-insurance products and services may be provided by independent third parties. Certain property casualty coverages may be provided by a surplus lines insurer. Surplus lines insurers do not generally participate in state guaranty funds, and insureds are therefore not protected by such funds. View source version on Contacts Quentin McMillan (Investors): Claire Talcott (Media): Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Yahoo
23-05-2025
- Business
- Yahoo
Sodexo Inc. announces expiration and results of cash tender offer for certain outstanding USD notes
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS DOCUMENT NORTH BETHESDA, Md., May 23, 2025 /PRNewswire/ -- Sodexo Inc. (the "Offeror") announces the results of its previously announced tender offer (the "Offer") to purchase for cash any and all of its outstanding 1.634% Notes due 2026 guaranteed by Sodexo S.A. (the "Securities"). The Offer expired at 5:00 p.m., New York City time, on May 22, 2025 (the "Expiration Deadline"). As of the Expiration Deadline, U.S.$172,290,000 of the U.S.$500,000,000 outstanding aggregate principal amount of the Securities had been validly tendered, and not validly withdrawn, pursuant to the Offer (no Securities were submitted pursuant to the guaranteed delivery procedures described in the Offer to Purchase, dated May 15, 2025 (the "Offer to Purchase") and the accompanying Notice of Guaranteed Delivery (as they may each be amended or supplemented from time to time, the "Tender Offer Documents")). Terms not defined in this announcement have the meanings given to them in the Tender Offer Documents. Certain information regarding the Securities and the Offer is set forth in the table below. Title of Security CUSIP / ISIN Principal Amount Outstanding Principal Amount Tendered1 Purchase Price 1.634% senior notes due 2026 144A: 833794 AA8 / US833794AA85 Reg S: U8336L AA6 / USU8336LAA62 U.S.$500,000,000 U.S.$172,290,000 U.S.$975.901 Principal amount of Securities validly tendered, and not validly withdrawn, pursuant to the Offer (no Securities were submitted pursuant to the guaranteed delivery procedures described in the Offer Documents) as of the Expiration Deadline. The Offeror intends to accept for purchase all Securities validly tendered and delivered, and not validly withdrawn, pursuant to the Offer, and to pay for such Securities on the settlement date for the Offer, which is expected to be May 28, 2025 (the "Settlement Date"). As previously announced, a Purchase Price of U.S.$975.90 will be payable for each U.S.$1,000 principal amount of such Securities. In addition to the Purchase Price, the Offeror will also pay accrued and unpaid interest on such Securities up to, but not including, the Settlement Date. For the avoidance of doubt, accrued interest will cease to accrue on the Settlement Date for Securities accepted for purchase pursuant to the Offer. The Offeror announced on May 15, 2025 its intention to issue and offer for sale new USD-denominated senior guaranteed debt securities (the "New Notes"). The Offeror's obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Offer is conditioned on the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the successful completion, on or before the Settlement Date, of the concurrent offering of New Notes or one or more other offerings of guaranteed senior debt securities, in each case, on terms and subject to conditions satisfactory to the Offeror in its sole discretion. Subject to applicable securities laws and the terms set forth in the Offer to Purchase, the Offeror reserves the right to (i) waive or modify in whole or in part any and all conditions of the Offer, (ii) modify or terminate the Offer or (iii) otherwise amend the Offer in any respect. This announcement is for informational purposes only. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by the Offeror, the Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions. Citigroup Global Markets Limited, HSBC Securities (USA) Inc., J.P. Morgan Securities LLC, Santander US Capital Markets LLC and Wells Fargo Securities, LLC acted as the Dealer Managers for the Offer, and Kroll Issuer Services Limited acted as the Tender and Information Agent for the Offer. Questions regarding the Offer may be directed to Kroll Issuer Services Limited at +44 20 7704 0880 or by email at sodexo@ Additionally, the Offer material is available at Questions regarding the Offer may be directed to (i) Citigroup Global Markets Limited at (within the United States) +1 212 723 6106 (U.S. collect) or +1 800 558 3745 (U.S. toll free) / (within Europe) +44 20 7986 8969 or by email to (ii) HSBC Securities (USA) Inc. at (within the United States) +1 (212) 525-5552 (U.S. collect) or +1 (888) HSBC-4LM (U.S. toll free) / (within Europe) +44 (0) 20 7992 6237 or by email to (iii) J.P. Morgan Securities LLC at (within the United States) (212) 834-4818 (U.S. collect) (866) 834-4666 (U.S. toll free); (iv) Santander US Capital Markets LLC at (within the United States) +1 (212) 940-1442 (U.S. collect) +1 (855) 404-3636 (U.S. toll free) or by email to AmericasLM@ and (v) Wells Fargo Securities, LLC at (within the United States) (704) 410-4759 (U.S. Collect) or (866) 309-6316 (U.S. toll free) / (outside the United States) +33 1 85 14 06 62 or by email to liabilitymanagement@ Forward-Looking Information This announcement may contain "forward-looking" statements within the meaning of the United States securities laws. Forward-looking statements involve known and unknown risks, uncertainties and other factors that are in some cases beyond the group's control. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this announcement, including, without limitation, those regarding the group's future financial position and results of operations, the group's strategy, plans, objectives, goals and targets and future developments or trends in the markets where the group participates or is seeking to participate. In some cases, forward-looking statements can be identified by terminology such as "aim", "anticipate", "assume", "believe", "continue", "could", "estimate", "expect", "forecast", "intend", "may", "plan", "potential", "predict", "project", "risk", "should", "target", "will" or "would" or the negative of such terms or other comparable terminology and other similar expressions that are predictions of or otherwise indicate future events or trends. These risks, uncertainties and factors may cause actual results, performance or achievements to differ materially from those expressed or implied by the forward-looking statements (and from past results, performance or achievements). Forward-looking statements are based upon good faith assumptions by the group's management relating to the financial, market, regulatory and other relevant environments that will exist and affect the group's business and operations in the future. The group cannot give any assurance that the assumptions upon which its management based its forward-looking statements will prove to be correct, or that its business and operations will not be affected in any substantial manner by other factors not currently foreseeable by its management or beyond its control. Any forward-looking statements contained in this announcement speak only as of the date of this announcement. The group disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained in this announcement or to reflect any change in its management's expectations with regard thereto after the date hereof of any change in events, conditions or circumstances on which any such statement is based. Holders are strongly cautioned not to place undue reliance on any forward-looking statement. View original content: SOURCE Sodexo Inc.
Associated Press
05-02-2025
- Business
- Associated Press
VODAFONE GROUP PUBLIC LIMITED COMPANY LAUNCHES CASH TENDER OFFERS FOR U.S. DOLLAR NOTES DUE 2025 AND 2028
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION IS UNLAWFUL NEWBURY, England, Feb. 5, 2025 /PRNewswire/ -- Vodafone Group Plc ('Vodafone' or the 'Company') announces the launch of its offers to purchase for cash in two concurrent, but separate offers, any and all of its outstanding (i) 4.125% Notes due May 2025 (the 'Fixed Price Notes'), of which $734,128,000 is outstanding, and (ii) 4.375% Notes due May 2028 (the 'Fixed Spread Notes' and, together with the Fixed Price Notes, the 'Notes'), of which $575,122,000 is outstanding, upon the terms of, and subject to the conditions in, the offer to purchase dated February 5, 2025 (the 'Offer to Purchase') and the accompanying notice of guaranteed delivery (the 'Notice of Guaranteed Delivery' and, together with the Offer to Purchase, the 'Tender Offer Documents'). Each offer to purchase each series of Notes is referred to herein as an 'Offer' and the offers to purchase the Notes as the 'Offers.' Capitalised terms not otherwise defined in this announcement have the same meaning as assigned to them in the Offer to Purchase. Holders are advised to read carefully the Tender Offer Documents for full details of, and information on the procedures for participating in, the Offers. All documentation relating to the Offers, including the Tender Offer Documents, together with any updates, are available at the following website: The following tables set forth certain terms of the Offers: 4.125% Notes due May 2025 92857WBJ8 / US92857WBJ80 $734,128,000 N/A N/A N/A $1,000 4.375% Notes due May 2028 92857WBK5/ US92857WBK53 $575,122,000 4.25% U.S. Treasury due January 15, 2028 FIT1 20 N/A (1) The page on Bloomberg from which the Dealer Managers will quote the bid-side price of the applicable Reference U.S. Treasury Security. (2) Per $1,000 in principal amount of Fixed Price Notes (as defined below) validly tendered and accepted for purchase. All Notes accepted in the Offers will be cancelled and retired by the Company. Purpose of the Offers The Offers, the Concurrent Non-U.S. Tender Offers (as defined below) and the 2025 Notes Redemption (as defined below) are being undertaken to, among other things, proactively manage the Company's outstanding debt portfolio, with a focus on the Company's near-dated maturities. Concurrent Non-U.S. Tender Offers Concurrently with the launch of the Offers, the Company has commenced cash tender offers for any and all of its outstanding €1,000,000,000 1.875% Notes due 2025, €1,000,000,000 1.125% Notes due 2025, €1,750,000,000 2.200% Notes due 2026, €750,000,000 0.900% Notes due 2026, €500,000,000 1.50% Notes due 2027, £250,000,000 5.625% Notes due 2025, CHF 175,000,000 0.625% Notes due 2027, AUD 450,000,000 4.200% Notes due 2027, NOK 850,000,000 3.215% Notes due 2025, NOK 850,000,000 3.115% Notes due 2027, NOK 500,000,000 2.925% Notes due 2027, HKD 455,000,000 2.850% Notes due 2027 and HKD 1,115,000,000 2.640% Notes due 2027 (the 'Concurrent Non-U.S. Tender Offers'). The Concurrent Non-U.S. Tender Offers are not being made, and will not be made, directly or indirectly, in or into the United States or to, or for the account or benefit of, any U.S. Person (as defined in Regulation S under the U.S. Securities Act of 1933). 2025 Notes Redemption Concurrently with the launch of the Offers, the Company is issuing a notice of redemption in respect of any Fixed Price Notes not purchased by the Company in the Offers (the '2025 Notes Redemption'), at a price equal to the greater of (1) 100% of the principal amount of such Notes plus accrued and unpaid interest to the date of redemption, if any, and (2) the sum of the present values of the remaining scheduled payments of principal and interest on such Notes (excluding any portion of such payments of interest accrued as of the date of redemption) discounted to the date of redemption on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the sum of (i) the adjusted treasury rate (as defined in the prospectus supplement dated May 23, 2018 relating to the Fixed Price Notes) plus (ii) 20 basis points, plus accrued and unpaid interest, if any, to the date of redemption. Purchase Price Consideration Upon the terms and subject to the conditions set forth in the Tender Offer Documents, Holders of the Notes who validly tender and do not validly withdraw the Notes at or prior to the Expiration Time or the Guaranteed Delivery Date pursuant to the Guaranteed Delivery Procedures, and whose Notes are accepted for purchase by the Company, will receive the Purchase Price Consideration for each $1,000 principal amount of the Notes, which will be payable in cash. The Purchase Price Consideration for each $1,000 principal amount of Fixed Price Notes validly tendered, not validly withdrawn, and accepted by us pursuant to the relevant Offer will be the Fixed Price specified in the table above. The Purchase Price Consideration for each $1,000 principal amount of Fixed Spread Notes validly tendered, not validly withdrawn, and accepted by us pursuant to the relevant Offer will be calculated at the Price Determination Time and will be determined in accordance with standard market practice, as described below, using the sum of (such sum, the 'Offer Yield'): (i) the reference yield, as calculated by the Dealer Managers in accordance with standard market practice, that corresponds to the bid-side price of the Reference U.S. Treasury Security in the table above for the Notes appearing at the Price Determination Time on the Bloomberg Reference Page specified in the table above for the Notes (or any other recognized quotation source selected by Vodafone in consultation with the Dealer Managers if such quotation report is not available or manifestly erroneous) (such reference yield, the 'Reference Yield'), plus (ii) the Fixed Spread specified in the table above. Subject to the terms and conditions described in the Tender Offer Documents, the Price Consideration for each $1,000 principal amount of the Fixed Spread Notes accepted by us pursuant to the relevant Offer will be determined in accordance with standard market practice as described by the formula set forth in Annex A-1 to the Offer to Purchase, and will equal (i) the present value on the Settlement Date of $1,000 principal amount of such Notes due on the scheduled maturity date of such Notes and all scheduled interest payments on such Notes to be made from (but excluding) the Settlement Date up to (and including) such scheduled maturity date, discounted to the Settlement Date at a discount rate equal to the Offer Yield, minus (ii) the Accrued Interest per $1,000 principal amount of the Fixed Spread Notes; with the total amount being rounded to the nearest cent per $1,000 principal amount of such Notes. Vodafone will issue a press release specifying the Purchase Price Consideration for the Fixed Spread Notes as soon as reasonably practicable after the determination thereof by the Dealer Managers. Accrued Interest In addition to the Purchase Price Consideration, Holders whose Notes are accepted for purchase will be paid the Accrued Interest thereon. Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers. For avoidance of doubt, interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers, including Notes that are delivered pursuant to the Guaranteed Delivery Procedures. All Notes accepted in the Offers will be canceled and retired by Vodafone. Key Dates, Offer Period and Results Holders of the Notes should note the following dates relating to the Offers: Date Calendar Date Launch Date February 5, 2025. Price Determination Time At or around 11:00 a.m., New York City time, on February 11, 2025, unless extended or earlier terminated by the Company in its sole and absolute discretion, subject to applicable law. Withdrawal Deadline 5:00 p.m., New York City time, on February 11, 2025, unless extended or earlier terminated by the Company in its sole and absolute discretion, subject to applicable law. Expiration Time 5:00 p.m., New York City time, on February 11, 2025, unless extended or earlier terminated by the Company in its sole and absolute discretion, subject to applicable law. Results Announcement Date The first business day after Expiration Time, February 12, 2025. Guaranteed Delivery Date 5:00 p.m., New York City time, on February 12, 2025. Settlement Date In respect of accepted Notes that are delivered at or prior to the Expiration Time, the Company expects the Settlement Date to occur on the third business day after the Expiration Time, February 14, 2025. Guaranteed Delivery Settlement Date In respect of accepted Notes that are delivered pursuant to the Guaranteed Delivery Procedures, the Company expects the Guaranteed Delivery Settlement Date to occur on the second business day after the Guaranteed Delivery Date, February 14, 2025. The deadlines set by any intermediary and The Depository Trust Company ('DTC) for participation in the Offers may be earlier than the relevant deadline specified above. The acceptance of Notes for purchase is conditional on the satisfaction of the conditions of the Offers as provided in 'Description of the Offers—Conditions to the Offers' in the Offer to Purchase. The Company has retained Merrill Lynch International and Barclays Capital Inc. as Dealer Managers and Kroll Issuer Services Limited as Tender and Information Agent (the 'Tender and Information Agent') for the purposes of the Offers. Questions regarding procedures for tendering Notes may be directed to the Tender and Information Agent at +44 20 7704 0880 (London) or by email to [email protected], Attention: Owen Morris. Questions regarding the Offers may be directed to Merrill Lynch International at +1 (888) 292-0070 (toll free), +1 (980) 387-3907 or +44 207 996 5420 (in London) or by email to [email protected] and to Barclays Capital Inc. at +1 (800) 438-3242 (toll free), +1 (212) 528-7581 or +44 203 134 8515 (in London) or by email to [email protected]. This announcement is for informational purposes only and does not constitute an offer to buy, or a solicitation of an offer to sell, any security. No offer, solicitation, or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offers are only being made pursuant to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any decision with respect to the Offers. The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required by each of the Company, the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such restrictions. Offer and Distribution Restrictions Italy None of the Offers, this announcement, the Offer to Purchase or any other document or materials relating to the Offers has 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. The Offers are being carried out in the Republic of Italy ('Italy') as an exempt offer 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 Notes that are resident or 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 Italy in accordance with the Financial Services Act, CONSOB Regulation No. 20307 of February 15, 2018, as amended from time to time, 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 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 and the Offer to Purchase and any other documents or materials relating to the 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 ('FSMA 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 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 'Financial Promotion Order'); (3) those persons who are existing members or creditors of the Company or other persons falling within Article 43(2) of the Financial Promotion Order; or (4) any other persons to whom such documents and/or materials may lawfully be communicated in accordance with the Financial Promotion Order (all such persons together referred to as 'relevant persons'). This announcement, the Offer to Purchase and any other documents or materials relating to the 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 Offers are not being made, directly or indirectly, and neither this announcement, the Offer to Purchase nor any other document or material relating to the Offers has been or shall be distributed, to the public in the Republic of France other than to qualified investors as defined in Article 2(e) of the Regulation (EU) 2017/1129 (the 'Prospectus Regulation'). Neither this announcement, the Offer to Purchase nor any other document or materials relating to the Offers have been or will be submitted for clearance to nor approved by the Autorité des Marchés Financiers. Belgium Neither this announcement, the Offer to Purchase nor any other brochure, documents or materials relating to the Offers has 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'). In Belgium, the Offers do not constitute a public offering within the meaning of Articles 3, §1, 1° 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 Offers may not be, and is not being advertised, and this announcement, the Offer to Purchase, as well as any brochure, or any other material or document relating thereto (including any memorandum, information circular, brochure or any similar document) may not, has not and will not be distributed or made available, directly or indirectly, to any person located and/or resident within Belgium, other than to 'qualified investors' ('investisseurs qualifiés"/"qekwalificeerde belegge'), within the meaning of Article 2(e) of the Prospectus Regulation acting on their own account. Insofar as Belgium is concerned, the 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 brochure or any other document or material relating thereto may not be used for any other purpose or disclosed or distributed to any other person in Belgium. General This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes in the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation or acceptance is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or such Dealer Manager's affiliate, as the case may be, on behalf of the Company in such jurisdiction. Each tendering Holder participating in the Offers will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the section titled 'Description of the Offers—Procedures for Tendering Notes—Other Matters' in the Offer to Purchase. Any tender of Notes for purchase pursuant to the Offers from a Holder that is unable to make these representations will not be accepted. Each of the Company, the Dealer Managers and the Tender and Information Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such tender shall not be accepted. Forward-Looking Information This announcement contains certain forward-looking statements which reflect the Company's intent, beliefs or current expectations about the future and can be recognised by the use of words such as 'expects,' 'will,' 'anticipate,' or words of similar meaning. These forward-looking statements are not guarantees of any future performance and are necessarily estimates reflecting the best judgment of the senior management of the Company and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. As a consequence, these forward-looking statements should be considered in light of various important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements, which include, without limitation, the risk factors set forth in the Offer to Purchase. The Company cannot guarantee that any forward-looking statement will be realised, although it believes it has been prudent in its plans and assumptions. Achievement of future results is subject to risks, uncertainties and assumptions that may prove to be inaccurate. Should known or unknown risks or uncertainties materialise, or should underlying assumptions prove inaccurate, actual results could vary materially from those anticipated, estimated or projected. The Company undertakes no obligation to update publicly or release any revisions to these forward-looking statements to reflect events or circumstances or to reflect the occurrence of unanticipated events, except as required by applicable law.
