AA : Proposed Exchange Offer

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.

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 (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA) (together, the United States) OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT OR THE EXCHANGE OFFER MEMORANDUM REFERRED TO BELOW

AA Bond Co Limited (AA plc's subsidiary) announces exchange offer

in respect of its £700,000,000 2.875% Sub-Class A5 fixed rate notes due 2022/2043

(ISIN: XS1529687870)

The AA plc (AA plcor the Group) today announces that its subsidiary AA Bond Co Limited (the Issuer) invites (subject to the 'Offer And Distribution Restrictions' set out below) eligible holders (the Noteholders) of the £700,000,000 2.875% Sub-Class A5 fixed rate notes due 2022/2043 (ISIN: XS1529687870) (of which £697,249,000 in aggregate principal amount is outstanding) issued by the Issuer (the Existing Notes) to offer to exchange (i) no less than £250,000,000 (the Minimum New Issue Size), and (ii) no more than £325,000,000 (the Maximum Acceptance Amount) of the Existing Notes for the sterling denominated Sub-Class A8 Fixed Rate Notes due 2027/2050 (the New Notes) (the ExchangeOffer).

The Exchange Offer is being made on the terms and subject to the conditions set out in exchange offer memorandum dated 21 January 2020 (the Exchange Offer Memorandum).

Subject to applicable law and as provided in the Exchange Offer Memorandum, the Issuer may, at its sole and absolute discretion, extend, re-open, amend, waive any condition of or terminate the Exchange Offer at any time. Details of any such extension, re-opening, amendment, waiver or termination will be announced as provided in the Exchange Offer Memorandum as soon as reasonably practicable after the relevant decision is made.

Capitalised terms used in this announcement but not otherwise defined have the meanings given to them in the Exchange Offer Memorandum.

The table below sets forth certain information relating to the Existing Notes and the New Notes:

Description of the Existing Notes	ISIN/ Common Code	Aggregate principal amount outstanding	Existing Notes Call Date	Expected Maturity Date/ Final Maturity Date	Exchange Ratio	Exchange Spread	Existing Notes Reference Security	Maximum Acceptance Amount
£700,000,000 2.875 per cent. Sub-Class A5 Fixed Rate Notes due 2022/2043	Regulation S Notes: XS1529687870 / 152968787	£697,249,000	31 October 2021	31 January 2022 / 31 July 2043	1:1	125 bps	3.75% UK Treasury Gilt due 7 September 2021 (ISIN: GB00B4RMG977)	£325,000,000

Description of the New Notes	Issuer	Minimum New Issue Size	Expected Maturity Date/ Final Maturity Date	New Notes Reference Security
Sub-Class A8 Fixed Rate Notes	AA Bond Co Limited	£250,000,000	31 July 2027 / 31 July 2050	1.25% per cent. UK Treasury Gilt due 22 July 2027 (ISIN GB00BDRHNP05)

Offer Period

The Exchange Offer commenceson 21 January 2020 and will expire at 16:00 (London time) on 30 January 2020 (the Expiration Deadline), unless the period for the Exchange Offer is extended, re-opened or terminated by the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer by way of announcements on the relevant notifying news service(s), through the Clearing Systems and the website of the Irish Stock Exchange.

In order to participate in the Exchange Offer, Noteholders must validly offer to exchange their Existing Notes by delivering, or arranging to have delivered on their behalf, a valid Exchange Instruction that is received by the Exchange Agent by 16:00 (London time) on 30 January 2020 (the Expiration Deadline). The deadline set by any intermediary or clearing system will be earlier than the Expiration Deadline.

Rationale for the Exchange Offer

The Exchange Offer is being made as part of the proactive liability management programme of AA plc and is expected to result in the extension of a significant proportion of the maturities related to the Sub-Class A5 fixed rate notes due January 2022. The proposed refinancing is consistent with AA plc's strategy of extending average debt maturities thereby creating a path to deleveraging.

S&P Rating

S&P has issued a preliminary rating of BBB- on the New Notes, consistent with the current rating on the Existing Notes.

Exchange Ratio

Existing Notes accepted by the Issuer for exchange will, on the Settlement Date (expected to be on or around 4 February 2020, subject to the right of the Issuer (at its sole and absolute discretion) to extend, re open, amend and/or terminate the Exchange Offer), subject always to the conditions of the Exchange Offer, be exchanged for an aggregate nominal amount of the New Notes (rounded down to the nearest £1,000) equal to the product of (i) the aggregate nominal amount of the Existing Notes validly offered and accepted for exchange pursuant to the Exchange Offer and (ii) the Exchange Ratio for such Existing Notes.

For each £1,000 in principal amount of Existing Notes validly offered and accepted for exchange pursuant to the Exchange Offer, the Issuer will deliver New Notes in a principal amount of £1,000 (Exchange Ratio of 1:1).

Cash Consideration

In addition, for each £1,000 in principal amount of Existing Notes validly offered by a Noteholder and accepted for exchange by the Issuer pursuant to the Exchange Offer, the Issuer will pay to the respective Noteholder a cash consideration in pounds sterling. The Cash Consideration is expected to be determined no later than 11:00 on 31 January 2020 (the Pricing Time on the Price Determination Date) and calculated as follows: (a) the Exchange Price (as described below) multiplied by £1,000 less (b) the New Notes Price multiplied by £1,000. The Cash Consideration will be rounded to the nearest £0.01, with half a penny being rounded upwards.

Exchange Price

The Exchange Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the Existing Notes and is intended to reflect the Exchange Yield to 31 October 2021 (the Existing Notes Call Date) of the Existing Notes on the Settlement Date equal to the sum of (x) the Exchange Spread and (y) the Existing Notes Reference Security Rate. Specifically, the Exchange Price will be equal to (a) the value of all remaining payments of principal and interest on the Existing Notes up to and including the Existing Notes Call Date, discounted to the Settlement Date at a discount rate equal to the Exchange Yield to the Existing Notes Call Date minus (b) Accrued Interest.

The Exchange Price is expected to be determined no later than the Pricing Time on the Price Determination Date and it is expected to be announced as soon as reasonably practicable after the Pricing Time on the Price Determination Date.

New Notes Price and New Notes Interest Rate

New Issue Spread

The credit spread to be determined and announced on 27 January 2020 (the New Issue Spread) will be used to calculate the New Notes Interest Rate. The New Issue Spread is expected to be announced by the Issuer no later than 17:00 (London time) on 27 January 2020 (subject to the right of the Issuer to extend, re-open, amend and/or terminate the Exchange Offer) (the New Issue Spread Announcement). The New Notes Interest Rate is expected to be announced by the Issuer as soon as reasonably practicable after the Pricing Time on the Price Determination Date.

New Notes Interest Rate

The determination of the New Notes Interest Rate will involve the fixing of the New Notes Reference Security Rate by the Dealer Managers (as detailed below) on the Price Determination Date. The New Issue Spread will be added to the New Notes Reference Security Rate for the determination of the New Notes Interest Rate.

New Notes Price

The New Notes Price will be determined in accordance with market convention and expressed as a percentage of the nominal amount of the New Notes.

Accrued Interest

On the Settlement Date, the Issuer will pay or procure that there is paid to all Noteholders whose Existing Notes have been validly offered for exchange and accepted for exchange pursuant to the Exchange Offer, an amount in cash equal to interest accrued and unpaid on such Existing Notes from (and including) the immediately preceding interest payment date to (but excluding) the Settlement Date, calculated in accordance with the terms and conditions of the Existing Notes (the Accrued Interest Payment).

Provided that the New Notes and the relevant funds have been deposited with the Clearing Systems on or before the Settlement Date, no additional interest or other amount will be payable for the period of any delay in respect of the receipt by the holder of the New Notes, any Cash Consideration and any Accrued Interest Payment.

Minimum Offer Amount

The New Notes will be issued in the denominations of £100,000 and integral multiples of £1,000 in excess thereof. Accordingly, in order to be eligible to receive New Notes pursuant to the Exchange Offer, Noteholders must validly Offer to Exchange an aggregate principal amount of Existing Notes at least equal to the Minimum Offer Amount such that after the application of the Exchange Ratio and any Pro-Ration Factor (as described below), a Noteholder will be eligible to receive at least £100,000 in principal amount of New Notes.

A Noteholder, in respect of Existing Notes having a principal amount less than the Minimum Offer Amount, may acquire such further Existing Notes as is necessary to enable that Noteholder to be able to Offer to Exchange the Minimum Offer Amount pursuant to the Exchange Offer.

In addition, in order to be valid, Exchange Instructions need to be submitted in respect of an aggregate principal amount of the Existing Notes of at least the Minimum Specified Denomination, of £100,000 and thereafter in integral multiples of £1,000.

Minimum New Issue Size

The Exchange Offer is conditional on the aggregate principal amount of the New Notes to be issued equalling at least the Minimum New Issue Size and the settlement of the issue of the New Notes.

If the Minimum New Issue Size is not reached, the Issuer reserves the right (at its sole discretion) to waive such Minimum New Issue Size and proceed with the Exchange Offer. The Issuer will not waive or reduce the Minimum New Issue Size without giving Noteholders the limited revocation rights described in 'Amendment and Termination' in the Exchange Offer Memorandum.

The announcement of the satisfaction or otherwise of the Minimum New Issue Size is expected to take place as soon as reasonably practicable after the Pricing Time on the Price Determination Date.

Maximum Acceptance Amount and Pro-Ration of Existing Notes

If the Issuer decides, in its sole discretion, to accept for exchange valid Offers to exchange Existing Notes for New Notes pursuant to the Exchange Offer, it will only accept an aggregate principal amount of Existing Notes validly offered for exchange of up to £325,000,000 (the Maximum Acceptance Amount), such amount being subject to the right of the Issuer, in its sole and absolute discretion, to accept more or less than the Maximum Acceptance Amount, subject to applicable law.

If the Issuer wishes to accept any Offers to Exchange Existing Notes for New Notes pursuant to the Exchange Offer and the aggregate principal amount of Existing Notes validly offered for exchange is greater than the Maximum Acceptance Amount, the Issuer will accept such Existing Notes for exchange on a pro-rata basis such that the aggregate principal amount of Existing Notes accepted for exchange pursuant to the Exchange Offer is no greater than the Maximum Acceptance Amount.

Where, due to the Maximum Acceptance Amount in respect of the Existing Notes being exceeded, Offers to Exchange in respect of the Existing Notes are to be accepted by the Issuer on a pro-rata basis, for the purposes of such acceptance each such offer for exchange will be scaled by a factor (a Pro-Ration Factor) equal to (i) the Maximum Acceptance Amount for the Existing Notes, divided by (ii) the aggregate principal amount of all of the Existing Notes that have been validly offered for exchange (subject to adjustment to allow for the aggregate principal amount of the Existing Notes accepted to equal as closely as possible the Acceptance Amount in respect of the Existing Notes). Each such Offer to Exchange will be rounded down to the nearest £1,000 after application of the Pro-Ration Factor.

In the event of such scaling of Offers to Exchange Existing Notes, the Issuer will only accept such Offers to Exchange such Existing Notes subject to scaling to the extent such scaling would not result in the relevant Noteholder Offering to Exchange less than the Minimum Offer Amountand the Issuer therefore reserves the right (but shall not be obliged) to adjust the Pro-Ration Factor applicable to any relevant Exchange Instruction accordingly.

Acceptance of Offers to Exchange

The Issuer intends to announce, inter alia, whether Offers to Exchange are accepted, the Acceptance Amount, the New Notes Price, the New Notes Interest Rate, the aggregate principal amount of the New Notes to be issued, the Exchange Price, the Cash Consideration, any Pro-Ration Factor applied, and whether the Minimum New Issue Size has been satisfied or waived, as soon as reasonably practicable after the Pricing Time on the Price Determination Date.

Noteholders whose Offers to Exchange are not accepted, or who do not participate in the Exchange Offer, will not be eligible to receive New Notes in exchange for such Existing Notes (and any other related payment) and shall continue to hold such Existing Notes subject to their terms and conditions.

The Issuer will have the absolute discretion at any time to accept for exchange any Existing Notes offered for exchange, in respect of which the Offers to Exchange which would otherwise be invalid or, in the sole opinion of the Issuer may otherwise be invalid.

The Issuer may reject any Offer to Exchange it considers at its sole and absolute discretion not to have been validly made in the Exchange Offer and the Issuer is not under any obligation to any relevant Noteholder to furnish any reason or justification for refusing to accept such Offers to Exchange. For example, Exchange Instructions may be rejected and not accepted and may be treated as not having being valid if any such Offer to Exchange does not comply with the requirements of a particular jurisdiction.

Any Existing Notes that are not successfully offered for Exchange pursuant to the Exchange Offer will remain outstanding.

Settlement

On the Settlement Date, subject to the satisfaction or waiver of the conditions to the Exchange Offer, the Issuer will procure that New Notes will be delivered to Noteholders in respect of Existing Notes validly offered for exchange and accepted for exchange pursuant to the Exchange Offer, subject to the satisfaction of the Minimum Offer Amount. In addition, on the Settlement Date, the Issuer will pay, or procure that there is paid, to Noteholders in respect of the Existing Notes validly offered for exchange and accepted for exchange pursuant to the Exchange Offer a cash amount equal to: (i) the Accrued Interest Payment; and (ii) any Cash Consideration.

The New Notes will be delivered and cash payments in respect of any Accrued Interest Payment or Cash Consideration will be made to the Clearing System accounts in which the relevant Existing Notes are held. The delivery of such New Notes and payment of such Accrued Interest Payment and Cash Consideration to the Clearing Systems will discharge in full the obligation of the Issuer to all the relevant Noteholders in respect of the delivery of the New Notes or, as the case may be, the payment of any Accrued Interest Payments and Cash Consideration.

New Notes

The New Notes will be sterling denominated Sub-Class A8 Fixed Rate Notes due 2027/2050 and will be issued by the Issuer under the New Notes Base Prospectus. Except for differences in certain commercial details, including the New Notes Price, the New Notes Interest Rate (to be determined at the Pricing Time on the Price Determination Date) and that the New Notes will be capable of being redeemed at par by the Issuer on any date occurring on or after 31 January 2027 (being 6-months prior to the Expected Maturity Date of the New Notes), the New Notes will have substantially the same characteristics as the Existing Notes. The New Notes will be issued in denominations of £100,000 and integral multiples of £1,000 in excess thereof. Application will be made by the Issuer for the New Notes to be admitted to listing on the official list of the Irish Stock Exchange plc trading as Euronext Dublin (Euronext Dublin) and to trading on the Euronext Dublin's regulated market.

The New Notes are not being, and will not be, offered or sold in the United States. Nothing in this announcement or the Exchange Offer Memorandum constitutes an offer to sell or the solicitation of an offer to buy the New Notes in the United States or any other jurisdiction. Securities may not be offered, sold or delivered in the United States absent registration under, or an exemption from the registration requirements of, the United States Securities Act of 1933, as amended (the Securities Act). The New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States and may not be offered, sold or delivered, directly or indirectly, within the United States or to, or for the account or benefit of, U.S. persons.

The New Notes have and shall only be offered in conformity with the provisions of the Base Prospectus and the selling restrictions and, if applicable, the exemption wording, contained therein.

No action has been or will be taken in any jurisdiction in relation to the New Notes to permit a public offering of securities.

Expected Timetable of Events

The following table sets out the expected dates and times of the key events relating to the Exchange Offer. This timetable is subject to the right of the Issuer, in its sole and absolute discretion, to extend, re-open, withdraw or terminate the Exchange Offer and to amend or waive any of the terms and conditions of the Exchange Offer, as described in the Exchange Offer Memorandum under the heading 'Amendment and Termination'. Accordingly, the actual timetable may differ significantly from the timetable below.

Events		Times and Dates (all times are London time)
Commencement of Exchange Offer Consent from the Jersey registrar of companies to circulate the Exchange Offer Memorandum is activated.		21 January 2020
Exchange Offer announced and Exchange Offer Memorandum available from the Exchange Agent.		21 January 2020
New Issue Spread Announcement New Issue Spread announced.		Expected to be no later than 17:00 on 27 January 2020
Expiration Deadline Deadline for receipt by the Exchange Agent of all Exchange Instructions.		30 January 2020 at 16:00
Announcement of Indicative Results Announcement by the Issuer setting out an indicative level of participation in the Exchange Offer and the details of any Pro-Ration Factor to be applied.		As soon as reasonably practicable after the Expiration Deadline
Pricing Time on the Price Determination Date Fixing of the Existing Notes Reference Security Rate and the New Notes Reference Security Rate.		Expected to be no later than 11:00 on 31 January 2020
Announcement of Results Announcement by the Issuer, subject to the settlement of the issue of the New Notes, of whether the Issuer will accept valid Offers to Exchange and if so accepted, of the Acceptance Amount, the New Notes Price, the New Notes Interest Rate, the aggregate principal amount of the New Notes to be issued, the Exchange Price, the Cash Consideration, any Pro-Ration Factor applied, and whether the Minimum New Issue Size has been satisfied or waived.		As soon as reasonably practicable after the Pricing Time on the Price Determination Date
Settlement Date for the Exchange Offer Settlement Date for the Exchange Offer, including (i) delivery of the New Notes in exchange for the Existing Notes validly Offered for Exchange and accepted for exchange pursuant to the Exchange Offer and (ii) payment of Cash Consideration and Accrued Interest Payments.		Expected to be on or around 4 February 2020

Noteholders are advised to check with any bank, securities broker or other Intermediary through which they hold Existing Notes when such Intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Exchange Offer before the deadlines specified above. The deadlines set by any such Intermediary and each Clearing System for the submission of Exchange Instructions will be earlier than the relevant deadlines specified above.

Participation in the Exchange Offer

Noteholders are advised to read carefully the Exchange Offer Memorandum for full details of, and information regarding, the procedures for participating in the Exchange Offer.

For Further Information

A complete description of the terms and conditions of the Exchange Offer is set out in the Exchange Offer Memorandum. Further details about the transaction can be obtained from:

LEAD DEALER MANAGERS

Citigroup Global Markets Limited Citigroup Centre Canada Square London E14 5LB United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]	Credit Suisse Securities (Europe) Limited One Cabot Square London E14 4QJ United Kingdom Telephone: [phone] Attention: the Liability Management Desk Email: [e-mail]

DEALER MANAGERS

Barclays Bank PLC 5 The North Colonnade London E14 4BB United Kingdom Telephone: [phone] Attention: Liability Management Group Email: [e-mail]	J.P. Morgan Securities plc 25 Bank Street Canary Wharf London E14 5JP United Kingdom Telephone: [phone] Email: [e-mail]
Lloyds Bank Corporate Markets plc 10 Gresham Street London EC2V 7AE United Kingdom Telephone: [phone] Email: [e-mail]	Peel Hunt LLP Moor House 120 London Wall London EC2Y 5ET United Kingdom Telephone: [phone] Email: [e-mail] Attention: DCM Team

EXCHANGE AGENT

Lucid Issuer Services Limited Tankerton Works 12 Argyle Walk London WC1H 8HA United Kingdom Telephone: [phone] Attention: Thomas Choquet Email: [e-mail]

A copy of the Exchange Offer Memorandum is available to eligible persons upon request from the Exchange Agent.

This announcement is released by AA plc and contains information that qualified or may have qualified as inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing information relating to the Exchange Offer described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by Nadia Hoosen, Chief Legal Officer and Company Secretary at AA plc.

Disclaimer

This announcement must be read in conjunction with the Exchange Offer Memorandum. Each Noteholder is solely responsible for making its own independent appraisal of all matters as such Noteholder deems appropriate (including those relating to the Exchange Offer, the Notes, the Borrower, the Obligors, the Issuer and the Exchange Offer Memorandum) and each Noteholder must make its own decision as to whether to Exchange any or all of its Notes for purchase pursuant to the Exchange Offer based upon its own judgement and having obtained advice from such financial, accounting, legal and tax advisers as it may deem necessary. Accordingly, each person receiving this announcement and the Exchange Offer Memorandum acknowledges that such person has not relied upon the Obligors, the Issuer, the Dealer Managers or the Exchange Agent in connection with its decision as to whether to Exchange all or any of its Notes for purchase pursuant to the Exchange Offer. None of the Dealer Managers or the Exchange Agent (or their respective directors, employees or affiliates) makes any representation or recommendation whatsoever regarding this announcement, the Exchange Offer Memorandum or the Exchange Offer, and none of the Obligors, the Issuer, the Dealer Managers or the Exchange Agent (or their respective directors, employees or affiliates) makes any recommendation as to whether Noteholders should Exchange Notes in the Exchange Offer and no one has been authorised by any of them to make such recommendation. The Exchange Agent is the agent of the Issuer and the Obligors and owes no duty to any Noteholder.

Offer and Distribution Restrictions

This Announcement and the Exchange Offer Memorandum do not constitute invitations to participate in the Exchange Offer in any jurisdiction in which, or to or from 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 Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this Announcement and the Exchange Offer Memorandum come are required by each of the Issuer, the Borrower, the Obligors, the Dealer Managers and the Exchange Agent to inform themselves about and to observe any such restrictions.

No action has been or will be taken in any jurisdiction by AA plc, the Issuer, the Borrower, the Obligors, the Dealer Managers or the Exchange Agent in relation to the Exchange Offer that would permit a public offering of securities. This Announcement and the Exchange Offer Memorandum have been prepared on the basis that the Exchange Offer will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for any offer of securities.

United States

The Exchange Offer is not being made or offered and will not be made or offered, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to or for the account or benefit of, any U.S. Person (as defined in Regulation S of the Securities Act (each a U.S. Person)). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. Accordingly, copies of this Announcement and the Exchange Offer Memorandum and any other documents or materials relating to the Exchange Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to a U.S. Person and the Existing Notes cannot be offered in the Exchange Offer by any such use, means, instrumentality or facility or from or within or by persons located or resident in the United States or by any U.S. Person. Any purported offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported offer made by a person located in the United States, a U.S. Person, by any person acting for the account or benefit of a U.S. Person, or by any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a U.S. Person will be invalid and will not be accepted.

This Announcement and the Exchange Offer Memorandum are not offers of securities for sale in the United States or to, or for the account or benefit of, U.S. Persons. The Existing Notes and the New Notes may not be offered or sold in the United States absent registration under, or an exemption from the registration requirements of, the Securities Act. The Existing Notes and the New Notes have not been, and will not be, registered under the Securities Act or the securities laws of any state or other jurisdiction of the United States, and may not be offered, sold or delivered, directly or indirectly, in the United States or to, or for the account or benefit of, U.S. Persons. The purpose of this Announcement and the Exchange Offer Memorandum is limited to the Exchange Offer and this Announcement and the Exchange Offer Memorandum may not be sent or given to a person in the United States or to a U.S. Person or otherwise to any person other than in an offshore transaction in accordance with Regulation S under the Securities Act.

Each Noteholder participating in the Exchange Offer will represent that it is not located in the United States and not participating in the Exchange Offer from the United States, that it is participating in the Exchange Offer in accordance with Regulation S under the Securities Act and that it is not a U.S. Person or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Exchange Offer from the United States and who is not a U.S. Person. As used herein and elsewhere in this Announcement and the Exchange Offer Memorandum, United Statesmeans the United States of America, its territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands), any state of the United States of America and the District of Columbia.

MIFID II product governance / Professional investors and ECPs only target market

Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the New Notes has led to the conclusion that: (i) the target market for the New Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the New Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the New Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Exchange Offer (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Prohibition of sales to EEA and UK retail investors

The Exchange Offer is not intended to be made to and should not be made to any retail investor in the European Economic Area (EEA) or in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling notes or otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the New Notes or otherwise making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.

United Kingdom

The communication of this Announcement and the Exchange Offer Memorandum 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 (as amended, 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 in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Financial Promotion Order)) or persons who are within Article 43 or 49 of the Financial Promotion Order and (2) to any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

France

The Exchange Offer is not being made, directly or indirectly, in the Republic of France (France) other than to qualified investors (investisseurs qualifiés) as defined in Article L.411-2 1° of the French Code monétaire et financier. Neither this Exchange Offer Memorandum nor any other documents or materials relating to the Exchange Offer have been or shall be distributed in France other than to qualified investors (investisseurs qualifiés) and only qualified investors (investisseurs qualifiés) are eligible to participate in the Exchange Offer. This Exchange Offer Memorandum and any other document or material relating to the Exchange Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.

Italy

None of the Exchange Offer, this Announcement and the Exchange Offer Memorandum or any other documents or materials relating to the Exchange Offer or the New Notes have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa(the CONSOB) pursuant to Italian laws and regulations.

The Exchange Offer is being carried out in the Republic of Italy (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.

Accordingly, Noteholders or beneficial owners of the Existing Notes that are located in Italy may make an Offer to Exchange 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 15 February 2018, as amended from time to time, and Legislative Decree No. 385 of 1 September 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.

Each intermediary must comply with the applicable laws and regulations concerning information duties vis-a-vis its clients in connection with the Existing Notes, the New Notes, the Exchange Offer or this Announcement and the Exchange Offer Memorandum.

General

This Announcement, the Exchange Offer Memorandum or the electronic transmission thereof do not constitute an offer to buy the New Notes or the solicitation of an offer to sell the Existing Notes and/or the New Notes, and Offers to Exchange will not be accepted from Noteholders in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require an exchange offer to be made by a licensed broker or dealer and any of the Dealer Managers or any of their respective affiliates is such a licensed broker or dealer or similar in any such jurisdiction, the Exchange Offer shall be deemed to be made in such jurisdictions by such Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.

No action has been or will be taken in any jurisdiction by the Issuer, the Borrower, the Obligors, the Dealer Managers or the Exchange Agent that would permit a public offering of the New Notes.

In addition to the representations referred to above in respect of the United States, each Noteholder participating in the Exchange Offer will also be deemed to give certain representations in respect of the other jurisdictions referred to above and generally as set out in 'Procedures for Participating in the Exchange Offer' in the Exchange Offer Memorandum. Any offer from a Noteholder that is unable to make these representations will not be accepted.

Each of the Issuer, the Dealer Managers and the Exchange Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any offer to exchange whether any such representation given by a Noteholder 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 to exchange may be rejected.