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 (REGULATION (EU) NO. 596/2014, AS AMENDED), AS IT FORMS PART OF DOMESTIC LAW BY VIRTUE OF THE
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.
(i) holders (the Noteholders) of (a) the €500,000,000 1.50 per cent. Notes due 2023 (ISIN: XS1515216650) (the 2023 Notes), (b) the €500,000,000 1.50 per cent. Notes due 2024 (ISIN: XS1619992883) (the 2024 Notes), and (c) the €550,000,000 1.875 per cent. Notes due 2025 (ISIN: XS1824462896) (together with the 2023 Notes and the 2024 Notes, the Notes and each series of the Notes, a Series), each issued by the Issuer and guaranteed by
(ii) Noteholders of each Series to approve, by Extraordinary Resolution, the modification of the terms and conditions of the relevant Series (in respect of each Series, the Conditions) to provide for the Issuer to redeem (the Issuer Early Redemption) all, but not some only, of the relevant Series that remains outstanding (if any) on completion of the relevant Offer (each such invitation referred to in this paragraph (ii), a Proposal and together the Proposals).
The Offers and Proposals were made on the terms and subject to the conditions set out in the Tender Offer Memorandum dated
Results of the Offers
The Offers expired at
Pursuant to the Offers, the Issuer will pay:
(a) to each Noteholder who validly tendered its Notes by
(b) to each Noteholder who validly tendered its Notes after the Early Tender Deadline but before the Expiration Deadline, the Purchase Price for the relevant Series, as shown in the table below.
The Issuer will also pay an Accrued Interest Payment in respect of those Notes accepted for purchase pursuant to the Offers.
Settlement of the Offers is expected to take place on
Description of the Notes | ISIN / Common Code | Nominal Amount Tendered and Accepted for Purchase | Total Early Tender Consideration* | Early Tender Payment* | Purchase Price* |
€500,000,000 1.50 per cent. Notes due 2023 of the Issuer guaranteed by the Company | XS1515216650 / 151521665 | €471,678,000 | 102.125 per cent. | 2.00 per cent. | 100.125 per cent. |
€500,000,000 1.50 per cent. Notes due 2024 of the Issuer guaranteed by the Company | XS1619992883 / 161999288 | €486,272,000 | 103.375 per cent. | 3.00 per cent. | 100.375 per cent. |
€550,000,000 1.875 per cent. Notes due 2025 of the Issuer guaranteed by the Company | XS1824462896 / 182446289 | €532,426,000 | 104.50 per cent. | 4.00 per cent. | 100.50 per cent. |
* As a percentage of the nominal amount of the relevant Notes.
Results of the Proposals
The Meetings to consider the Proposals were held earlier today,
(a) at each Meeting, the relevant Extraordinary Resolution was duly passed and the relevant Proposal approved;
(b) the Supplemental Trust Deed referred to in each Extraordinary Resolution has been executed by the Issuer, the Company and the Trustee, and the Conditions applicable to each Series have been modified accordingly; and
(c) the Issuer will redeem all Notes (other than those Notes that have been accepted for purchase by the Issuer pursuant to the Offers) pursuant to the Issuer Early Redemption on
The Issuer will pay to each Noteholder who submitted a valid Voting Only Instruction in favour of the relevant Proposal by the Early Tender Deadline the Early Consent Fee for the relevant Series, as shown in the table below. The relevant Early Consent Fee will be paid by the Issuer to eligible Noteholders on the Settlement Date.
Description of the Notes | ISIN / Common Code | Early Redemption Amount * | Early Consent Fee * |
€500,000,000 1.50 per cent. Notes due 2023 of the Issuer guaranteed by the Company | XS1515216650 / 151521665 | 100.125 per cent. | 2.00 per cent. |
€500,000,000 1.50 per cent. Notes due 2024 of the Issuer guaranteed by the Company | XS1619992883 / 161999288 | 100.375 per cent. | 3.00 per cent. |
€550,000,000 1.875 per cent. Notes due 2025 of the Issuer guaranteed by the Company | XS1824462896 / 182446289 | 100.50 per cent. | 4.00 per cent. |
* As a percentage of the nominal amount of the relevant Notes.
General
All Notes which are purchased pursuant to the Offers or redeemed pursuant to the Issuer Early Redemption will be cancelled.
This announcement is released by
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by the Issuer, the Company, the Dealer Manager and the Tender and Information Agent to inform themselves about, and to observe, any such restrictions.
If any Noteholder is unsure of the impact of the implementation of any Proposal or the relevant Extraordinary Resolution, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial or legal adviser.
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