NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION DIRECTLY OR INDIRECTLY TO ANY U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)) OR ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE US VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS NOTICE.
announces the results of the tender offers in respect of its outstanding
EUR 500,000,000 0.500 per cent. notes due 2023 (ISIN: XS1671760384) (the “2023 Euro Notes”)
EUR 500,000,000 0.750 per cent. notes due 2024 (ISIN: XS1815116568) (the “2024 Euro Notes”)
EUR 500,000,000 1.375 per cent. notes due 2025 (ISIN: XS2149368529) (the “2025 Euro Notes”,
and together with the 2023 Euro Notes and the 2024 Euro Notes, the “Existing Notes”)
This Notice must be read in conjunction with the tender offer memorandum dated 28 April 2022 (the “Tender Offer Memorandum”) which has been prepared by the Company in relation to the Tender Offers in respect of the Existing Notes. Capitalised terms used in this Notice and not otherwise defined herein shall have the meanings ascribed to them in the Tender Offer Memorandum.
On 28 April 2022, the Company announced the launch of Tender Offers to Qualifying Holders of the Existing Notes. Under the terms of the Tender Offers, Qualifying Holders (subject to offer restrictions), were invited to tender their Existing Notes for purchase by the Company for cash, subject to the conditions set out in the Tender Offer Memorandum.
The Tender Offers expired at 17:00 hours CEST on 5 May 2022.
Settlement of the New Euro Notes Issuance took place on 5 May 2022 and accordingly the Financing Condition to the Tender Offers has been satisfied.
The Company has received valid Offers to Sell in respect of the Existing Notes as follows:
Aggregate nominal amount of the 2023 Euro Notes validly tendered: €196,976,000.
Aggregate nominal amount of the 2024 Euro Notes validly tendered: €224,535,000.
Aggregate nominal amount of the 2025 Euro Notes validly tendered: €154,471,000.
The Company is pleased to announce that it will accept validly tendered Existing Notes as follows:
After the Settlement Date, the Existing Notes will remain outstanding as follows:
Aggregate principal amount of the 2023 Euro Notes outstanding after the Settlement Date: €303,024,000.
Aggregate principal amount of the 2024 Euro Notes outstanding after the Settlement Date: €275,465,000.
As set out in the Tender Offer Memorandum, following the Settlement Date the Company intends to redeem in full the 2023 Euro Notes and 2024 Euro Notes that remain outstanding at the relevant Make-Whole Redemption Amount in accordance with their respective terms and conditions.
Aggregate principal amount of the 2025 Euro Notes outstanding after the Settlement Date: €345,529,000.
The Settlement Date for the Tender Offers is expected to be 10 May 2022.
Existing Notes purchased by the Company pursuant to the Tender Offers will be cancelled and will not be reissued or re-sold.
CONTACT INFORMATION DEALER MANAGERS BofA Securities Europe SA
51, rue La Boétie
Attention: Liability Management Group
Tel: +33 1 877 01057
Mizuho Securities Europe GmbH
60310 Frankfurt am Main
Attention : Liability Management
Telephone: +44 20 7090 6134
TENDER AND INFORMATION AGENT
Kroll Issuer Services Limited
32 London Bridge Street
London SE1 9SG
Telephone: +44 20 7704 0880
Attention: Jacek Kusion
BofA Securities Europe SA
The Dealer Managers do not take responsibility for the contents of this Notice. This Notice must be read in conjunction with the Tender Offer Memorandum. No invitation to tender any Existing Notes is being made pursuant to this Notice. Any such invitation was only made in the Tender Offer Memorandum. This Notice and the Tender Offer Memorandum contain important information.
The distribution of this Notice or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Notice or the Tender Offer Memorandum 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. Please also refer to the Tender Offer Memorandum for a full description of such restrictions.
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